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RESOLUTION
WHEREAS, Met Council and City staff negotiated and prepared a Master Fundin� A�eement to provide temxs and conditions
govemin� reimbursement by Metropolitan Council to the City for its wsts to provide services and equipment to the Light Rail
Project, and reimbwsement by the City to the Metropolitan Council for its costs to provide improvements desired by the City;
and
VJHEREAS, the specific Financial commitments will be made tluough subsequent individual Subordinate Funding A�eements;
and
WHEREAS, the assistant ciry attorney has reviewed and approved said Master Funding Agreement as to form; now, therefore,
be it
RESOLVED, that the Master Fund'mg Agreement between the City of Saint Paul and the Metropolitan Council pertainmg to the
transfer of funds between the parties for reunbursement of expenses for the Metropolitan Council Civil East Central Conidor
Light Rail Transit Project in Saint Paal is hereby approved, and that the proper City officials are hereby authorized and directed
to execute said agreement on behalf of the City.
MINNESOTA
l/
Yeas Nays Absent Requested by Dep ent of:
Bosh�om „i
Carter � Public Works
Hams ,/ By:
Helgen � Anurove�v the Office of�F inancia�-Services � I
Stazk
J
By: ��c'�
Approved by City
�i i r �/ i a i a i By� `:'�+r��.��", (��e�l �/i9
Adopted by Council: Date `�`�//� ��°D/� e Appro�e by Mayor for bmission o Council
Adoption Certified by Coun ' Secretary By: �t
BY� 2 «
Approve y Date '7 l �!a
By:
WHEREAS, the Metropolitan Council intends to awazd a conttact for the construction of its Civil East Central Corridor Light
Rail Transit Project, which boundaries aze Fifth Street at Cedar Stteet and Universiry Avenue at Emerald Street in Saint Paul;
and
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet
)epartmentl�ce/Council: Dafe Initiafed: 6 0 r � l /
PW_PUblicWorks ,6�,RZO,a Green Sheet NO: 3102676
Contact Pereon 8 Phone:
John Maczko
266-6137
Must Be on Council Agenda by (Date):
07-APR-10
Doc. Type: RESOLUTION
E-Document Required: Y
Document Contact:
Contact Phone:
y
Assign
Number
For
Roufing
Order
Total # of Signafure Pages _(Ciip All Locations for Signature)
�
Resolution authorizing proper ciry of&cials to enter into a Master Funding Agreement with the Me4opolitan Council to provide for
the h of fuuds between the parties for reimbursement of Civil East Central Corridor LRT Project eapenses.
Recommendations: Approve (A) or Reject (R):
Planning Commission
CIB Committee
Civil Service Commission
Personal Service Contacts Must Answer the Foilowing Questions:
t. Has this person/firtn ever worked under a contract for this department�
Yes No
2. Has this person/firtn ever been a city employee?
Yes No
3. Does this person/firm possess a skill not nortnally possessed by any
current city employee? �
Yes No
Explain all yes answers on separete sheet and attach to green sheet.
Initiating Problem, Issues, Opportunity (N/ho, What, When, Where, Why):
The proposed Master Funding Agreement provides the terms and condirions governing how the City will be reimbursed for services
and equipment provided by the City to the CCLRT project and how the Met Council will be reimbursed for improvements desired by
the City constructed by its contractor within the CCLRT project. The specific amounts of said subordinate aa eements is as shown in
E�ibit A of the Master Funding Agreement. �
Advantages If Approved: �
The boilerplate Language for reimbursement of costs will be covered and the future subordinate fuuding agreements will focus
exclusively on scope and specific funding amounts for desued services.
Disadvantages If Approved:
None.
Disadvanfages If Not Approved:
135 page agreements will need to be developed for each specific item. This is wasteful of tune and resources.
Total Amount of
Trensaction:
Funding Source:
Financial information:
(Explain)
CostlRevenue Budgeted:
Activity Number:
� _. °��� �
�A� Z �����
March 17, 2010 11:52 AM Page 1
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Reference Numbers:
CCLRT Project:
Metropolitan Council:
City of St. Paul:
PROJECT: CENTRAI. CORRIDOR LIGHT RAIL TRANSIT PROJECT
NAME: Master Funding Agreement — City of St. Paul
PARTIES: • Metropolitan Council
• City of St. Paul
This 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.
Paul ("Cit}
WAEREAS:
The parties to this agreement have been involved in various activities regarding the
development of a Central Corridor Transitway nuuiing between Downtown
Minneapolis and Downtown St. Paul, generally via Washington and University
Avenues. The locally preferred alternative for the transitway, as selected by the
Council in June 2006, is a light rail transit line along the corridor. Design and
construction of such a light rail transit line is referred to in this agreement as the
"Central Corridor LRT ProjecY' or the "Project."
2. The Council has received appropriations from the State of Minnesota for the purpose of
conducting environmental studies, completing preliminary engineering, and designing
the Central Corridor Transitway. The Council also expects to receive future
appropriations from the State of Minnesota for final design and construction of the
Project
3. The Council has also received grants from the FTA for preliminary engineering for the
Central Corridor Transit Project. The Council also expects to receive future grants
from the Federal Transit Administration far final design and construction for the
Central Corridor Transit Project, including grants to be received under a Full Funding
Grant Agreement with the FTA .
4. The Council has also received a grant from the Counties Transit Improvement Board
(CTIB) for preliminazy engineering for the Central Corridor Transit Project. The
Council also expects to receive future grants from the CTIB for final design and
constnxction for the Central Corridor Transit Project.
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5. The Council is a party to a Cooperative Funding Agreement for Prelimivary
Engineering and Final Design with the Ramsey County Regional Rail Authority and
Hennepin County Regional Rail Authority (Regional Rail Authorities) for preliminary
engineering and final design for the Central Corridor Transit Project. The Council
expects to enter into future Cooperative Funding Agreement(s) with the Regional Rail
Authorities for construction of the Central Corridor Transit Project.
6. It is anticipated that the City will be involved in certain activities or provide materials
in connection with and in support of the Project and the Coimcil desires to pass through
federal, state, CT'IB or other local funds to the City for costs associated with such
Project activities and/or materials.
In addition, it is anticipated that the City may provide partial funding for certain Project
components ar non-FFGA components through the transfer of City funds to the
Council.
8. The parties have previously entered into a Cooperative Construction and Utility
Relocarion Agreement that includes the transfer of funds for staff, materials, and
betterments related to the 4�' Street Advance Utility Relocafion Project. Any future
staff time will be handled in a subordinate funding agreement as outlined in Article 2
ofthis Agreement.
9. This Master Funding Agreement is entered into between the parties in order to provide
a mechanism for the h�ansfer of Project funds from the Council to the City for activities
that may be undertaken by the City in connection with and in support of the Proj ect and
for the transfer of CiTy funds to the Council in partial funding for the Project.
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 method for the transfer of funds from the Council to the City for activities that
may be undertaken or materials supplied by the City in connection with and in
support ofthe Project; and
contractual provisions that address compliance with federal and state laws and
regulations, and Council procedures including, without limitation, federal
requirements for the monitoring of the City's Project activities using federal grant
funds.
ARTICLE 2. SUBORDINATE F'UNDING AGREEMENTS TRANSFERRING
FUNDS F'ROM COUNCIL TO CITY
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2.01 Passthrough of Funds from Council to City. The Council may make use
of, and the City may provide, materials, engineering and other technical and professional
services of the City, including regulaz staff, information technology, equipment, and
qualified consultants, in order to assist in the design and consriuction of the Project and the
Council will pass through Project funds for the costs associated with such activities. The
passthrough of funds from the Council to the City for costs incurred in providing such
materials engineering, technical or professional services shall only be in accordance with
one or more duly executed Subordinate Funding Agreements pursuant to this Article 2,
each of which shall define the amount of federal, state, CTIB or other local funds
committed by the Council to the City for the Project, the specific purpose for the funds,
and the City's responsibility with respect to those funds. Each such Subordinate Funding
Agreement, in conjunc,r.ion with this Master Funding Agreement, shall constitute a
subrecipient agreement for the purposes of any federal grant funds passed through to the
City thereby. The Council shall bear no responsibility for any costs incurred by the City
for the Project that exceed the amounts committed by executed Subordinate Funding
Agreements or as such agreements may from time to time be amended.
2.02 Subordinate Funding Agreements. The parties shall enter into subsequent
Subordinate Funding Agreements that will facilitate the funding by the Council of Project
obligations to be incurred by the City in connection with and in support of the Project in
accordance with section 2.01. The parties anticipate that there will or may be a number of
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
Eachibit A and shall follow and be subject to the terms of this Master Funding Agreement,
unless expressly agreed 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 sha11 attach to either pariy under this agreement for refusing
to enter into one or more subsequent Subordinate Funding Agreements.
2.03 Implementation of Subordinate Funding Agreements. The City shall not
incur any reimbursable obligations for the Project that are not the subject of a Subordinate
Funding Agreement, and the only local, state or federal funds available to the City for the
Project are those which are approved through Subordinate Funding Agreements or
available to the City through direct state appropriation or from City funds. Prior to
entering into a contractual obligation with any third party (including the acquisition of
property rights) to accomplish the City's reimbursable obligations in connection with and
in support of the Project, ar prior to authorizing any City employees to proceed with any
reimbursable actions in that regard, the City shall present to the Council for prior review
and approval, and to arrange for the execution of a Subordinate Funding Agreement, a
work scope and/or staffing plan for such services or expenditures.
2.04 Modifications of Subordinate Funding Agreements. The following
provisions apply to any modifications in a particulaz subordinate funding agreement:
• Rebudgeting within an approved budget is authorized when approved in writing by
the Project Director of the party transferring funds.
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• Modifications in work scope, if within the approved budget, aze authorized when
approved in writing by the Project D'uector of the party transferring funds.
• Any other modifications in a particular subordinate funding agreement, including
any increase in the authorized "not to exceed" amount of funding or in a project
activity period, shall require a formal amendment of the subordinate funding
agreement approved by the Council and City and executed by both parkies.
2.05 Transfer of Project Funds to the City Under Subordinate Funding
Agreements. Funds for the Project committed by the Council to tUe City under
Subordinate Funding Agreement(s) shall be disiributed by the Council to the City as
follows:
a. Unless specifically agreed to by the parties in and for a particulaz 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. Invoices shall be submitted separately for each outstanding Subordinate
Funding Agreement. Invoices for any particulaz Subordinate Funding
Agreement shall be submitted as necessary and shall be sent to the following
address:
Central Corridor Project Office
450 Fairview Avenue North, Suite 200
St. Paul, MN 55104
Attn: Gary Berger
or to such other address or person as the Council may from time to tune
designate for itself by notice to the City.
c. Each invoice shall reference the sequential number of the Subordinate Funding
Agreement under which the invoice is to be funded. Each invoice must include
a Payment Request Form (Form G21-A) as shown in E�ibit B. Each invoice
must include a description of activities undertaken in accordance with the
Subordinate Funding Agreement and an itemizarion of the expenditures for
which payment is requested, along with supporting documentation. After
receipt of an invoice, the Council may request additional information from the
City regazding the invoice in order to verify the accuracy and appropriateness of
the expenditures for which reimbursement is requested or as required by the
Federal Transit Administration for reporting purposes.
d. If applicable, each copy of the invoice shall also include a monthly
Disadvantaged Business Enterprise (DBE) Reporting Form in the format as
shown in E�ibit B, or such other format as may be prescribed by the Council,
and sl�all include the information required by secfion 5.06(e) of this agreement.
e. Upon review and approval of an invoice, the Council shall prompfly distribute
to the City the approved invoice amount. The Council may 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
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Subordinate Funding Agreement. The parties will promptly meet to review and
discuss any denied payment requests and dispute resolution will ensue if the
parties cannot agree.
f. No invoice payment shall be made which would cause distribution of Project
funds to exceed, cumulatively through such payment, the authorized amount
under the applicable Subordinate Funding Agreement.
g. Distribufion of any funds to the City pursuant to an invoice, or approval of any
report, shall not to be construed as a Council waiver of any City noncompliance
with this aa eement or the applicable Subordinate Funding A�eement.
2.06 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, if the City agrees, the City shall
promptly repay such amounts to the Council. If the City disaa ees, the parties will
promptly meet to review and discuss any challenged use of funds already paid and dispute
resolution will ensue if the parties cannot agree. Neither party shall be deemed to have
waived any rights or remedies available under State, federal, common law or otherwise.
ARTICLE 3. REQUIREMENTS FOR PROJECT FUNDED WORK
3A1 Use of Project Funds; Allowable Costs. The City is authorized to use funds
provided by the Council under this agreement only for allowable costs directly incurred for
the Central Corridor LRT Project. Allowable costs will be determined in accordance with
United States Office of Management and Budget (OMB) Circular A-87. Any funds
provided to the City under this agreement and applicable Subordinate Funding Agreements
that aze not expended for authorized Project activities shall be promptly repaid to the
Council. Funds provided by the Council under this agreement may only be used for costs
direcxly incurred:
• within the authorized work scope,
• during the project activity period, and
• in accordance with the approved budget for the funds,
all as specified in the relevant subordinate funding agreement.
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 recards, invoices, contracts, receipts for expenses, or vouchers, evidencing in detail
the nature and propriety of the charges per requirements of Article 5.02.
3.03 Establishment and Maintenance of Project Information. The City agrees
to establish and maintain accurate, detailed, and complete sepazate books, accounts,
financial records, documentation, inspection and quality assurance reports produced by
City stafF andior contracted services, and other evidence relating to the receipt and
expenditure of all Project funds. These documents shall include the properry records
required by section 5.10. All such project information shall be established and maintained
in accordance with generally accepted govemment accounting principles and practices and
sha11 be retained intact by the City until the latest of:
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a. complete performance of this agreement and a11 Subordina#e Funding
Agreements entered into pursuant thereto; or
b. six years following the term of the this agreement and all Subordinate Funding
Agreements entered into pursuant thereto; or
c. sis yeazs following the close out of the Central Corridor Light Rail Transit
Project by the Council and the Federal Transit Administration; 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 Cit7 engages any contractors to perForm any part of the Project activifies, the City
agrees that the contract for such services sha11 include provisions requiring the contractor
to establish and maintain project information in accordance with the provisions of this
section and to a11ow audit of such information in the same manner provided with respect to
the City in section 3.04.
The provisions of this section shall survive terminafion of this agreement.
3.04 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 ofher accounts and records
of the City aze audited. During the time of maintenance of information under section 3.03,
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 Federal Transit Admiuistration Adnunistrator, and the
United States Comptroller General will have access to a11 such books, records, documents,
accounting pracrices and procedures, and other informafion for the purpose of inspecfion,
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 shall survive tennination of this agreement.
3.05 Use of Contractors. In Addition to the requirements of Article 5.06, if the
City engages any contractors to perform any part of the Project acfivities, the City agrees
that the contract far such services shall include a11 of the following provisions. (Note:
these requirements aze in addifion to other requirements for such coniracts 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 saue harmless the Council from all
claims, suits, demands, damages, judginents, 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, incluc3ing
negligent acts or omissions of its employees, subcontractors, or anyone for
whose acts any of them may be liable.
a The contractor must provide and maintain insurance in amounts and types of
coverage appropriate to the contracted work and nauung the Council as an
additional insured, and provide to the CiTy prior to commencement of the
contracted work a certificate of insurance evidencing such insurance coverage.
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d. The contractor must be an independent contractor for the purposes of
completing the contracted work.
e. The conYZactor must acknowledge that the contract between the City and the
contractor does not create any contractual relationship between the Council and
the contractor.
3.06 Contract Information. The City shall, in connection with any contract
entered into forthe Project:
a. keep the Council informed as to the progress of such contract;
b. a11ow 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 wntractor on any such contract.
ARTICLE 4. NOT USED
ARTICLE 5. FEDERAL REQUIREMENTS
SA1 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 United States
Department of Transportation, Federal Transit Administration. The requirements in this
Article 5 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 sha11 prevail.
SA2 Incorporation of Federal Grant. As federal grants, including a potential
Full Funding Grant, with respect to the Central Corridor LRT Project are received by the
Council, the terms of each grant and any amendments thereto sha11 be automatically
incorporated by reference into this agreement without fixrther action by the parties. These
gants 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.
5.03 Incorporation of Specific Federal Requirements. Specifically, and
without limitation, the City agrees to comply with the federal requirements set forth in
Exhibit C and agrees to require, unless specifically exempted, subrecipients (if authorized)
and third party contractors at every tier to comply with the same.
5.04 Federal Certifications and Assurances; Execution and Incorporation.
The City agrees to comply with and to certify compliance with the federal Fiscal Year
2010Annual List of Certifications and Assurances for Federal Transit Administration
Grants and Cooperative Agreements or the most recent version attached to and
incorporated into this agreement as E�ibit D. The City must certify compliance with the
applicable provisions by signing the appropriate certification(s) and returning the signed
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certification(s) as part of the execution of this agreement. During the term of this
agreement, the City shall annually execute fhe most currenf federal certifications and
assurances document and provide the same to the Council.
5.05 Compliance with Federal Requirements; Incorporation of Specific
Documents by Reference. The City agrees to comply with a11 federal statutes, rules, FTA
C'uculars, Executive Orders, guidance, and other requirements which may be applicable to
the Federal Cnauts. In particulaz, and without limitation, the City agrees to comply with
the terms and condirions of the current version of the following documents when
performing work or expending funds for Proj ect activities:
• FTA Master Agreement
• Uniform Administrative Requirements for Grants and Cooperative Agreements
to State and Local Governments, 49 CFR Part 18
• Grant Management Guidelines, FTA Circulaz SOl0.1D
• Full-Funding GrantAgreements Guidance, FTA Circulaz 5200.1A
and as such statutes, rules, circulars, executive orders, guidance and other requirements
may hereafter be amended or modified. The listed documents aze incorporated by
reference into this agreement. Copies of these documents aze available at the internet
websites indicated or, upon request by the City, from the Council.
5.06 Third Party Contracts. If the City decides to fix[fill any of its obligations or
duties under a Subordinate Funding Agreement through a third pariy contract to be paid for
by funds received under this agreement, the City agrees to the following provisions.
(Note: these requirements aze 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 federallaw, rules, and guidance relating to such
procurement including, without limitation, the provisions of the most current
version of the Third Party Contracting Requirements, FTA Circulaz 4220.1 F,
which document is incorporated by reference into this agreement. A copy of
this document is available at the internet website indicated 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
pazagraph.
c. Council Approval of Contracts. The City shall not execute any third parry
contract or otherwise enter into a binding agreement until it has first received
written approval from fihe 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 aze in the proper form
and include a11 state and federal requirements.
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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, at a
m;n;mum, the provisions in E�ibit C.
e. Disadvantaged Business Enterprise Requirements. For all work performed
under this agreement, the City will comply with the Council's Disadvantaged
Business Enterprise (DBE) Program. In particulaz, the City agrees to comply
with the requirements of the Council's "Disadvantaged Business Enterprise
(DBE) Pass Through Agreement and Program document which is.attached to
and made a part of this agreement as E�ibit E. For the purpose of E�ibit E,
the following provisions sha11 apply
• The Metropolitan Council DBE Liaison Officer, or designated staff, shall
act as the City DBE Liaison Officer for the purposes of this grant.
• The City agrees to submit to the Council for review, approval, and
establishment of the appropriate DBE goal a11 procurements in excess of
$50,000.
• The City will provide reports on a monthly basis to the Council on each
above described procurement reflecting all invoices paid on these
procurements and identifying a11 DBE activity on these procurements.
• The City will report DBE activity on a monthly basis to the Council on all
other purchase orders and invoices not included above.
• Determination of DBE eligibility will be based on the list of DBE vendors
provided by the Council.
f. Federal Procurement Basics. Exhibit B entitled "Managing Federally Funded
Projects" is attached and made a part of this agreement. This exhibit contains
an outline of federal procurement requirements for the convenience of the City.
The exhibit does not contain all federal requirements to which the City may be
subject as a subrecipient of federal grant funds under this Master Funding
Agreement and specific subordinate fixnding agreements issued pursuant
thereto. The City remains responsible for conforming its procurement
processes to a11 applicable federal requirements for funds received from the
Council under this Master Funding Agreement, notwithstanding the sixuunary
of requirements in the attached e�ibit.
5.07 Provisions Subject to Change. The City acknowledges that federal
requirements in this Article 5 are subject to change and agrees that the most recent of these
requirements shall govern this agreement at any particular time.
5.08 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. The United States is not a party to this agreement and no reference in this
agreement to the United States, the United States Deparhnent of Transportation, the
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Federal Transit Admiuistrafion, or any representatives of the federal governmenf makes the
United States a party to this agreement The City sha11 include this clause in any contracts
or agreements entered into pursuant to this agreement.
5.09 Special Reporting Requirements. The Council is required to report to the
FTA regarding the Project acfivities. 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.
5.10 Property Management: The City acknowledges and agrees that title,
acquisition, use, management, and disposition of all property acquired or constructed with
Project funds under this agreement shall be ga��erned by applicable federal law, rule, and
guidance including, without limitation, the most current versions of the following
provisions:
. 49 C.F.R Parts 1831, 1832, and 18.33
• FTAMasterAgreement
• FTA Circular SOIO.ID
and as such laws, rules, and guidance may hereafter be amended or modified. The listed
documents aze incorporated by reference into this agreement. Copies of these documents
are available at the internet websites indicated or, upon request by the City, from the
Council.
The provisions of this section sha11 survive tertnina.fion of this agreement.
PART TWO
ARTICLE 6. SUBORDINATE FUNDING AGREEMEN'F TRANSF'ERRING
FUNDS FROM CTTY TO COUNCIL
6.01 Purpose. The purpose of Part Two of this Agreement is to address a
method for the trazisfer of City funds to the Council in partial funding for the Project
components of non-FFGA components, should any such payxnent be authorized by the
City.
6.02 Transfer of Funds from City to Council. The City may provide partial
funding for the Project through the transfer of funds to the Council. Each such transfer of
funds to the Council from the Ciry shall only be in accordance with one or more duly
executed Subordinate Funding Agreements, each of which shall define the amount of City
funds committed by the City to the Council for the Project and the specific purpose for the
funds. Any surplus moneys provided to the Council by the City pursuant to a Subordinate
Funding Agreement shall be returued to the City upon completion of each portion of th0
Project authorized by a Subordinate Project Funding Agreement or otherwise sha11 be
accounted for in funding authotized pursuant to any other Subordinate Project Funding
Agreement.
lo
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6.03 Subordinate Funding Agreements. The parties shall enter into subsequent
Subordinate Funding Agreements that will facilitate the funding by the City of Project
obligarions to be incurred by the City in connection with and in support of the Project in
accordance with section 6.01. The parties anticipate that there will or may be a number of
such Subordinate Funding Agreements beriveen them in connection with the Project. Each
Subordinate Funding Agreement shall be in a form appropriate to the authorization and
shall follow and be subject to the terms of Parts Two and Three of this Master Funding
Ab eement, unless expressiy ageed othenvise. Notwithstanding any other provisions of
this agreement, this agreement itself is not intended to create a specific financial obligation
for either party ar to require either party to enter into any specific Subordinate Funding
Agreements, and no liability shall attach to either pazty under this agreement for refusing
to enter into one or more subsequent Subordinate Funding Agreements.
6.04 Implementation of Subordinate Funding Agreements. The Council shall
not incur any reimbursable obligations for the Project that are not the subject of a
Subordinate Funding Agreement, and the only City funds available to the Council for the
Project aze those which are approved through Subordinate Funding Agreements. Prior to
entering into a contractual obligation with any third party (including the acquisition of
property rights) to accomplish the Council's reimbursable obligations in wnnection with
and in support of the Project, or prior to authorizing any Council employees to proceed
with any reimbursable actions in that regard, the Council sha11 present to the City for prior
review and approval, and to arrange for the execution of a Subordinate Funding
Agreement, a wark scope and/or staffing plan for such services or expenditures.
6.05 Modi6cations of Subordinate Funding Agreements. The following
provisions apply to any modifications in a particular subordinate funding agreement:
• Rebudgeting within an approved budget is authorized when approved in writing by
the Project Director of the party transferring funds.
• Modifications in work scope, if within the approved budget, aze authorized when
approved in writing by the Project Director of the party transferring funds.
• Any other modifications in a particular subordinate funding agreemept, including
any increase in the authorized "not to exceed" amount of funding or in a project
activity period, shall require a formal amendment of the subordinate funding
agreement approved by the Councii and City and executed by the parties.
6.06 Transfer of Project Funds to the Council Under Subordinate Funding
Agreements. Funds for the Project committed by the City to the Council under
Subordinate Funding Agreement(s) sha11 be distributed by the City to the Council as
follows:
a. Unless specifically agreed to by the parties in and for a particular Subordinate
Funding Agreement, payment to the Council 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 Council for
the Project.
b. Invoices shall be submitted separately for each outstanding Subordinate
Funding Agreement. Invoices for any particular Subordinate Funding
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Agreement sha11 be submitted as necessary and shall be sent to the following
address:
City of St. Paul
Attn: Johxi Maczko, City Engineer
1500 CHA, 25 W. Fourth Street
Saint Paul, MN 55102
or to such other city address or person as the City may from time to tune
,. designate for itself by notice to the Council.
c. Each invoice sha11 be submitted in the standard Council format and sha11
reference the sequential number of the Subordinate Funding Agreement under
which the invoice is to be fixnded. Each invoice must include a description of
activities undertaken in accordance with the Subordinate Funding Agreement
and an ifemization of the expendihues for wluch payment is requested, along
with supporting documentation. 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.
d. Upon review and approval of an invoice, the City shall disiribute to the Council
the approved invoice amount within 30 days. The City may deny part or a11 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 prompfly meet to review and
discuss any denied payment requests and dispute resolution will ensue if the
parties cannot agree.
e. No invoice payment shall be made which would cause distribution of Project
funds to exceed, cumulatively t�rough such payment, the authorized amount
under the applicable Subordinate Funding Agreement.
f. Distribution of any funds to the Council pursuant to an invoice, or approval of
any report, shall not to be construed as a City waiver of any Council
noncompliance with this agreement or the applicable Subordinate Funding
Agreement.
6.07 Repayment of Unauthorized Use of Project Funds. Upon a finding by the
City that the Council has made an unauthorized or undocumented use of Project funds, and
upon a demand for repayment issued by the City, if the Council agrees, the Council shall
promptly repay such amounts to the City. If the Council disagrees, tha P �aid and dis ute
prompUy meet to review and discuss any challenged use of funds already p P
resolution will ensue if the parties cannot agree. Neither party shall be deemed to have
waived any rights or remedies available under State, federal, common law or otherwise.
6.08 Use of Project Funds; Allowable Costs. The Council is authorized to use
funds provided by the City under this agreement only for allowable costs directly incurred
for the Central Corridor LRT Project. Any funds provided to the Council under this
agreement and applicable Subordinate Funding Agreements that are not expended for
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authorized Project activities shall be promptly repaid to the City . Funds provided by the
City under this agreement may only be used for costs directly incurred:
• withiu the authorized work scope,
• during the project activity period, and
• in accordance with the approved budget for the funds,
all as specified in the relevant subordinate funding ab eement.
6.09 Documentation of Project Costs. All reimbursable costs chazged to the
Project by the Council must be supported by proper documentation, including properly
executed payrolls, tune records, invoices, contracts, receipts for expenses, or vouchers,
evidencing in detail the nature and propriety of the chazges.
6.10 Establishment of Asset Ownership. The Subordinate Funding Agreement shall
state who the asset owner will be upon completion of the Project.
6.11 Establishment and Maintenance of Project Information. The Council
agrees to establish and maintain accurate, detailed, and complete separate books, accounts,
financial records, documentation, and other evidence relating to the receipt and
expenditure of all Project funds. All such project information sha11 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; or �
b. six years following the term of the this agreement and all Subordinate Funding
Agreements entered into pursuant thereto; or
c. six years following the close out of the Central Corridor Light Rail Transit
Project by the Council and the Federal Transit Administration; 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 Project activities, the
Council agrees that the contract for such services sha11 include provisions requiring the
contractor to establish and maintain project information in accordance with the provisions
of this section and to allow audit of such information in the same manner provided with
respect to the Council in section 6.11.
The provisions of this section shall survive termination of this agreement.
6.12 Audit. The accounts and records of the Council relating to the reimbursable
costs for the Project sha11 be audited in the same manner as all other accounts and records
of the City aze audited. During the time of maintenance of information under section 3.03,
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
Secretazy of Transportation, the Federal Transit Administration Administrator, and the
United States Comptroller General will have access to all such books, records, documents,
accounting practices and procedures, and other information for the purpose of inspection,
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audit, and copying during normal business hours. Proper facilities for such access and
inspecfion shall be provided by the Council.
The provisions of this section shall survive terminarion of this agreement.
6.13 Use of Contractors. If the Council engages any contractors to perform any
part of the Project activities, the Council agtees that the contract for such services shall
include a11 of the following provisions. (Note: these requirements aze in addition to other
requirements for such coniracts set forth in this agreement.)
a. The contractor must maintain a11 records and provide all reporting as required
by this agreement.
b. The contractor must defend, indemnify, and save harmless the City from a11
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 n�nig the City as an
additional insured, and provide to the Council 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 t�at the contract between the Council and the
contractor does not create any contractual relationslup between the City and the
contractor.
614 Contract Information. The Council sha11, in connection with any contract
entered into for the Project:
a. keep the City informed as to the progress of such contract;
b. allow authorized representatives of the City access to a11 mee4ngs and •
documentation related to such contract; and
c. upon request, promptly provide the City with copies of correspondence between
the Council and the contractor on any such contract.
PART THREE
ARTICLE 7. GENERAL PROVISIONS
7.01 Independent Contractors. The parties agree that any and a11 persons
employed by or on behalf of a party to perform any work or duries as an agent of a parry
under this agreement shall not be considered employees of the other pariy. Any and all
claims that may or might arise under the Workers Compensation Act of Mivnesota on
behalf of said employees or persons while so engaged, and any and all claims made by any
tivrd 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.
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7A2 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 or transfer of any
reimbursements and the terms of any subsequent Subordinate Funding Ab eements shall be
considered together with this agreement.
7.03 Non-Waiver of Immunity and Limits. Nothing in this agreement shall be
construed to waive the immunities or liability limits provided in Minnesota Statutes,
section 3.736, or Minnesota Statutes, Chapter 466, or other applicable state or federal law.
The provisions of Minnesota Statutes, section 471.59, subdivision 1 a, specifically apply to
this agreement..
7.04 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.
7.05 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.
7.06 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.
7.07 Assignment Prohibited. Neither party shall assign their obligations under
this agreement without receiving the express written consent of the other party.
7.08 Time. The parties agree that all obligarions undertaken under this Master
Funding 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 caze and with due consideration to project timelines and
constraints.
7.09 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: (i) delivered in person, (ii) deposited postage prepaid in the certified mails of the
United States, return receipt requested, (iii) delivered by a nationally recognized overnight
or same-day courier service that obtains receipts, or (iv) delivered via facsimile or email
attachment, with confirmation of receipt by telephone, with an original deposited postage
prepaid in the first class mails of the United States, addressed:
For the Council:
15
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Mark FuIirm2nu, Deputy General Manager
Central Corridor LRT Project Office
540 Fairview Avenue North, Suite 200
St. Paul, MN 55104
Pkone:651-602-1942
Email: mazk.fiihimann@metastaYe.tnn.us
For the City:
City of St. Paul
Attn: 7ohn Maczko, City Engineer
1500 CHA, 25 W. Fourth Street
St. Paul, MN 55102,_
Phone:.651-266-6137
Email john.maczko@ci.stpaul.mn.us
or to such other persons and at such other addresses as either parly may at any time or from
time to time designate for itself by notice in accordance tFus section. Each such request,
nofice, demand, authorization, direction, consent, waiver or other document shall be
deemed to be delivered to a pariy when received at its address set forth or designated as
above provided.
710 Project Director
The Council's Project Director for purposes of admiuistration of this agreement,
and any subordinate funding agreements entered into pursuant to this agreement, is the
person listed in Section 7.09 above, or such other person as may be designated in writing
by the Council's Regional Administrator.
The City's Project Director for purposes of a.dministration of this agreement and
any subordinate funding agreements entered into pursuant to this agreement is the person
listed in Section 7.09 above, or such other person as may be designated in writing by the
City. The City's "Project Director shall:
• coordinate the carrying out of the City's obligations under tYus agreement,
• coordinate subordinate funding agreement work scope activities with the Council's
Project Director,
• attend meetings called by the Council's Project Director for Central Corridor
Project staff, and
• complete project manager trainiug 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.
7.11 Applicable Law and Venue and Dispute Resolution. 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 to this agreement or any associated Subordinate
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Funding Ageements, or breach thereof, shall be in the state or federal court with
competent jurisdiction in Ramsey County, Minnesota.
7.12 Effective Date and Terminafion. This agreement shall be effective upon
execution by, and delivery to, both parties. This agreement shall terminate upon the
earliest of:
a. completion of construction of the Project and reimbursement of all costs
provided for in this a�eement and all Subordinate Funding Agreements entered
into pursuant thereto, or
b. abandonment of the plan for use of light rail transit in the Central Comdor by
either the State of Minnesota or the local funding parmers,
c. a defernunation by the City that the Project cannot proceed; 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.
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. 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 due to the Council as a result of later refunds, corrections, or
other transactions. 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. 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 due to the City as a
result of later refunds, corrections, or other transactions.
Agreement.
Exhibits. All attached exhibits are deemed to be incorporated into this
IN WITNESS WI�REOF, the parties have caused this agreement to be executed by
their duly authorized representatives on the dates indicated below.
CITY OF ST. PAUL METROPOLITAN COUNCIL
:
:
Thomas Weaver
Regional Administrator
Date:
Date:
Approved as to form:
17
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LIST OF EXHIBITS
19
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Reference Numbers
CCLRT Project:
Metropolitan Council:
City of St. Paul:
PROJECT:
MASTER AGREEMENT
NAME:
PARTIES TO MASTER
AGREEMENT:
C.:_�_► u: :
• Metropolitan Council
• City of St. Paul
SUBORDINATE FUNDING AGREEMENT
NUMBER City of St. Paul -_
This Subordinate Funding Agreement Number City -_ is entered into by and between the
above-named parties.
WHEREAS:
1. The parties entered into a Central Corridor Light Rail Project ("ProjecY') Master
Funding Agreement, effective
2. The parties provided in that agreement that certain aspects of funding for the Project
would be determined in subsequent Suboxdinate Funding Agreements.
3. The parties desire to enter into this Subordinate Funding Agreement in order to provide
funding for the Project as described below.
NOW, THEREFORE, the parties hereby agree as follows:
1. Magimum Amount of Authorized Funding: Not to exceed $
2. General Purpose for Funds:
CENTRAL CORRIDOR LIGHT RAIL TRANSIT
PROJECT
Master Funding Agreement — City of St. Paul
21
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3. Specific Descripfion of Funding Authorization/(Work Scope):
Funds provided under this subordinate funding agreement may only be used for costs
directly incurred within the described work scope.
4. [ONLY WHEN THE SFA PASSES FUNDS THROUGH TO THE CTTY OF ST.
PALTL] Project Budget. The budget for the project funded by this subordinate
funding agreement is attached to this subordinate funding agr?ement as Attachment 1.
Funds provided by the Council under this agreement may only be used for costs
directly incurred in accordance with the approved budget.
5. [ONLY WFIEN THE SFA PASSES FUNDS THROUGH TO THE CTTY OF ST.
PAiJL] Project Activity Period. The Project Activity Period for the purposes of this
subordinate funding agreement shall run from until
Funds provided by the Council under this subordinate funding agreement may only be
used for costs directly incurred during the approved Project Activity Period.
6. [ONLY WHEN THE SFA PASSES FUNDS THROUGH TO TFIE CTTY OF ST.
PAiTL] Subrecipient Agreement. This subordinate funding agreement, in
conjuncrion with the Master Funding Agreement, constitutes a subrecipient agreement
for the purposes of any federal grant funds passed through to the City hereby.
7. Incorporation. The terms, conditions and definitions of the Central Corridor Light
Rail Master Funding Agreement, entered into by and between the parties, are expressly
incorporated into this Subordinate Funding Agreement.
City of St. Paul
I:
Its:
METROPOLITAN COUNCIL
By:
Thomas Weaver
Regional Administrator
Date:
Date:
Approved as to form:
Metropolitan Council
Office of General Counsel
22
Council File #
Green Sheet # (p
RESOLUTION
OF SAINT PAUL, MINNESOTA
��
Presented by
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
WHEREAS, the Metropolitan Council intends to award a contract for the construction of its Civi] East Central Corridor Li�ht
Rail Transit Project, which boundaries ate Fifth Street at Cedar Street and University Avenue at Emerald Street in Saint Paul;
and
WHEREAS, Met Council and City staff negotiated and prepued a Master Fundin� A�eement to provide terms and conditions
governing reimbursement by Metropolitan Council to the Ciry for its costs to provide services and equipment to the Light Rail
Project, and reimbursement by the City to the Metropolitan Council for its costs to provide improvements desired by the City;
and
WHEREAS, the specific financial commitments will be made through subsequent individual Subordinate Funding Agreements;
and
WHEREAS, the assistant city attorney has reviewed and approved said Master Funding Agreement as to form; now, therefore,
be it
RESOLVED, that the Master Funding A�eement between the City of Saint Paul and the Metropolitan Council pertaining to the
uansfer of funds between the parties for reimbursement of expenses for the Metropolitan Council Civil East Central Corridor
Light Rail Transit Project in Saint Pau] is hereby approved, and that the proper City officials are hereby authorized and directed
to execute said agreement on behalf of the Ciry. �
Bostrom
Carter
Hanis
Helgen
Stazk
Thune
Yeas Nays Absent Requested by Depa ent of:
✓
Public Works
v
,� By: n
✓ Anorov�a �v the Of$ce of�inancia}Services t� �
✓
By: ��
Approved by City
li i i i a i u ii By: `;�Jisa �`", (��( a�/'�9
Adopted by Council: Date �// d/B Approve by Mayor for bmission o Council
Adoption Certified by Coun ' Secretary By: �(,��
BY� cC
Approve y Date � �� �l a
By:
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
JepartrnentlOffice/Council: Date Initiated: 6' 0✓ �/ /
PW_PublicWorks 16MAR2D10 � Green Sheet NO: 3102676
Confact Person 8� Phone:
John Maczko
266-6137
Must Be on Council Agenda by (Dafe):
07-APR-10
Doc. Type: RESOLUTION
E-DOCUment Required: Y
Document Contad:
ConWct Phone:
�
Assign
Number
For
Roufing
Order
Total # of Signature Pages _(Clip All LocaEions for Signature)
Resolurion authorizing proper city officials to enter into a Master Funding Agreement with the Metropolitan Council to provide for
the transfer of funds between tke parties for reunbursement of Civil East Central Corridor LRT Project expenses.
Recommendations: Approve (A) or Reject (R):
Planning Commission
CIB CommiHee
Civil Service Commission
Personal Service Contracts Must Answer the Following Questions:
1. Has this person/firm everworked under a contract for this tlepartment?
Yes No
2. Has this personffirm ever been a city employee?
Yes No
3. Does this person(firm possess a skill not normally possessed by any
current city employee? �
Yes No
Explain all yes answers on separete sheet and attach to green sheet.
Initiating ProbVem, fssues, Opportunity (Who, What, When, Where, Why):
The proposed Master Funding Agreement provides the terms aad conditions goveming how the City will be reimbursed for services
and equipment provided by the City to the CCLRT project and how the Met Council will be reimbursed for unprovements desired by
the City consh by its contractor within the CCLRT project. The specific amounts of said subordinate agreements is as shown in
Enhibit A of the Master Funding Agreement.
Advantages If Approved: �
The boilerplate language for reimbursement of wsts will be covered and the future subordinate funding agreements wIll focus
exclusively on scope and specific funding amounts for desired services.
Disadvantages If Approved:
None.
Disadvantages !f Not Approved:
135 paae agreements will need to be developed for each specific item. This is wasteful of time and resources.
Total Amount of
Transaction:
Funding Source:
Financial Information:
(Expiain)
CosNRevenue Budgeted:
Activity Number:
��... ' �a� ffi d�'
`�: `� : • ...(
�
March 17, 2010 11:52 AM Page 1
10-314
Reference Numbers:
CCLRT Project:
Metropolitan Council:
City of St. Paul:
PROJECT:
C��1�'. �J
LIGHT RAIL TRANSIT PROJECT
f►/��f�Fl
PARTIES:
Master Funding Agreement — City of St. Paul
• Metropolitan Council
• City of St. Paul
This 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.
Paul ("City").
WHEREAS:
The parties to this agreement have been involved in various activities regarding the
development of a Central Corridor Transitway running between Downtown
Minneapolis and Downtown St. Paul, generally via Washington and University
Avenues. The locally prefened alternative for the transitway, as selected by the
Council in June 2006, is a light rail transit line along the comdor. Design and
construction of such a light rail transit line is referred to in this agzeement as the
"Central Corridor LRT ProjecY' or the "Project."
2. The Council has received appropriations from the State of Minnesota for the purpose of
conducting environmental studies, completing preliminary engineering, and designing
the Central Corridor Transitway. The Council also expects to receive future
appropriations from the State of Minnesota for final design and construction of the
Project.
3. The Council has also received grants from the FTA for preliminary engineering for the
Central Corridor Transit Project. The Council also expects to receive future grants
from the Federal Transit Administration for final design and construction for the
Central Corridor Transit Project, including grants to be received under a Full Funding
Grant Agreement with the FTA .
4. The Council has also received a grant from the Counties Transit Improvement Board
(CTIB) for preliminary engineering for the Central Corridor Transit Project. The
Council also expects to receive future grants from the CTIB for final design and
construction £ar the Central Corridor Transit Project.
io-3ia
5. The Council is a party to a Cooperative Funding Agreement for Preliiuivary
Engineeting and Final Design with the Raxnsey County Regional Rail Authority and
Hennepin County Regional Rail Authority (Regional Rail Authorities) for prelimivary
engineering and final design for the Central Corridor Transit Project. The Council
expects to enter into future Cooperafive Funding Agreement(s) with the Regional Rail
Authorities for construction of the Central Corridor Transit Project.
6. It is anticipated that the City will be involved in certain activifies or provide materials
in connection with and in support of the Project and the Council desires to pass through
federal, state, CTIB or other local funds to the City for costs associated with such
Project activities and/or materials.
7. In addition, it is anticipated that the CiTy may provide partial funding for certain Proj ect
components or non-FFGA components through the transfer of City funds to the
Council.
8. The parties have previously entered into a Cooperafive Construction and Utility
Relocafion Agreement that includes the transfer of funds for staff, materials, and
betterments related to the 4�` Street Advance Utility Relocafion Project. Any future
staff time will be handled in a subordinate funding agreement as outlined in Article 2
of this Agreement.
9. This Master Funding Agteement is entered into between the parties in order to provide
a mechanism for the transfer of Project funds from the Council to the City for activities
that may be undertaken by the City in connection with and in support o£the Project and
for the transfer of City funds to the Council in partial funding for the Project.
NOW, THEREFORE, the parties hereby agree as follows:
PART ONE
ARTICLE 1. PTTRPOSE
The purpose of Part One of this agreement is to provide:
a method for the transfer of funds from the Council to the City for activides that
may be undertaken or materials supplied by the City in connection with and in
support of the Project; and
contractual provisions that address compliance with federal and state laws and
regulations, and Council procedures including, without limitation, federal
requirements for the monitoring of the City's Proj ect activiries using federal grant
funds.
ARTICLE 2. SUBORDINATE FUNDING AGREEMENTS TRANSFERRING
FUNDS FROM COUNCIL TO CITY
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2.01 Passthrough of Funds from Council to City. The Council may make use
of, and the City may provide, materials, engineering and other technical and professfonal
services of the City, including regular staff, information technology, equipment, and
qualified consuitants, in order to assist in the design and construction of the Project and the
Council will pass through Project funds for the costs associated with such activities. The
passthrough of funds from the Council to the City for costs incurred in providing such
materials engineering, technical or professional services shall only be in accordance with
one or more duly executed Subordinate Funding Agreements pursuant to this Article 2,
each of which sha11 define the amount of federal, state, CTIB or other local funds
committed by the Council to the City for the Project, the specific purpose for the fixnds,
and the City's responsibility with respect to those funds. Each such Subordinate Funding
Agreement, in conjunct;on with this Master Funding Agreement, shall constitute a
subrecipient agreement for the purposes of any federal grant funds passed through to the
City thereby. The Council shall bear no responsibility for any costs incurred by the City
for the Project that exceed the amounts committed by executed Subordinate Funding
Agreements or as such agreements may from time to time be amended.
2.02 Subordinate Funding Agreements. The parties shall enter into subsequent
Subordinate Funding Agreements that will facilitate the funding by the Council of Project
obligations to be incurred by the City in connecCion with and in support of the Project in
accordance with section 2.01. The parties anticipate that there will or may be a number of
such Subordinate Funding Agreements between them in connection with the Project. Each
Subordinate Funding A�eement sha11 be in a form substantially siznilar to that attached as
Exhibit A and shall follow and be subject to the terms of this Master Funding Agreement,
unless expressly agreed 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 liabitity shall attach to either party undez this agreement for refusing
to enter into one or more subsequent Subardinate Funding Agreements.
2.03 ImplementaHon of Subordinate Funding Agreements. The City shall not
incur any reimbursable obligations for the Project that are not the subject of a 5ubordinate
Funding Agreement, and the only local, state or federal funds available to the City for the
Project aze those which are approved through Subordinate Funding Agreements or
auailable to the City through direct state appropriation or from City funds. Prior to
entering into a contractual obligation with any third pariy (including the acquisation of
property rights) to accomplish the City's reimbursable obligations in connection with and
in support of the Project, or prior to author9zing any City employees to proceed with any
reimbursable acrions in that regard, the City shall present to the Council for prior review
and approval, and to arrange far the execution of a Subordinate Funding Agreement, a
work scope and/or staffing plan for such services or expenditures.
2.04 Modifications of Subordinate Funding Agreements. The following
provisions apply to any modifications in a particular subordinate funding agreement:
• Rebudgeting within an approved budget is authorized when approved in writing by
the Project Director of the party transferring funds.
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Modifications in wark scope, if within the approved budget, aze authorized when
approved in writing by the Project Director of the pariy transferring funds.
Any other modifications in a particulaz subordinate funding agreement, including
any increase in the authorized "not to exceed" amount of funding or in a project
activity period, shall require a formal amendment of the subordinate funding
agreement approved by the Council and City and executed by both parties.
2.05 Transfer of Project Funds to the City Under Subordinate Funding
Agreements. Funds for the Project committed by the Council to the City under
Subordinate Funding Agreement(s) shall be distributed by the Council to the City as
follows:
a. Unless specifically agreed to by the parfies in and for a particuiaz Subordinate
Funding Agreement, payment to the City for Project costs under each
Subordinate Funding Agreement sball be on a reimbursement basis based upon
the subxnittal of invoices evidencing the expenditure of funds by the City for the
Project.
b. Invoices sha11 be submitted sepazately for each outstanding Subordinate
Funding Agreement. Invoices for any particulaz Subordinate Funding
Agreement shall be submitted as necessary and shall be sent to the £ollowing
address:
Central Corridor Project Office
450 Fairview Avenue North, Suite 200
St. Paul, MN 55104
Attn: Gary Berger
or to such other address or person as the Council may from time to time
designate for itself by notice to the City.
c. Each invoice shall reference the sequential number of the Subordinate Funding
Agreement under which the invoice is to be funded. Each invoice must include
a Payxnent Request Form (Form C-21-A) as shown in E�ibit B. Each invoice
must include a description of activities undertaken in accordance with tkte
Subordinate Funding Agreement and an itemization of the expenditures for
wluch payment is requested, along with supporting documentation. After
receipt of an invoice, the Council may request additional information from the
City regazding the invoice in order to verify the accuracy and appropriateness of
the expenditures for which reimbursement is requested or as required by the
Federal Transit Administrakon for reporting purposes.
d. If applicable, each copy of the invoice shall also include a monthly
Disadvantaged Business Enterprise (DBE) Reporting Form in the format as
shown in Exhibit B, or such other format as may be prescribed by the Council,
and shall include the information required by section 5.06(e) of this agreement.
e. Upon review and approval of an invoice, the Council shall promptly distribute
to the CiTy the approved invoice amount. The Council may 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
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Subordinate Funding Agreement. The parties wi11 promptly meet to review and
discuss any denied payment requests and dispute resolution will ensue if the
parties cannot agree.
f. No invoice payment shall be made which would cause distributfon of Project
funds to exceed, cumulatively through such payment, the authorized amount
under the applicable Subordinate Funding Agreement.
g. Distribution of any funds to the City pursuant to an invoice, or approval of any
report, shall not to be construed as a Council waiver of any City noncompliance
with this agreement or the applicable Subordinate Funding Agreement.
2.06 Repayment of Unauthorized Use of Project Funds. Upon a finding by the
Council that the C�ty has made an unauthorized ar undocumented use of Project funds, and
upon a demand for repayment issued by the Council, if the City aa ees, 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 dispute
resolution will ensue if the parties cannot agree. Neither party shall be deemed to have
waived any rights or remedies available under State, federal, common law or otherwise.
ARTICLE 3. REQUIREMENTS FOR PROJECT FUNDED WORK
3.01 Use of Project Funds; Allowable Costs. The City is authorized to use funds
provided by the Council under this agreement only for allowabie costs directly incurred for
the Central Corridor LRT Project. Allowable costs will be determined in accordance with
United States Office of Management and Budget (OMB) Circular A-87. Any funds
pmvided to the City under this agreement and applicable Subordinate Funding Agreements
that aze not expended for authorized Project activities shali be promptly repaid to the
Council. Funds provided by the Council under this agreement may only be used for costs
direcxly incurred:
• within the authorized work scope,
• during the project activity period, and
• in accordance with the approved budget for the funds,
all as specified in the relevant subordinate funding agreement.
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 requirements of Article 5.02.
3.03 Establishment and Maintenance of Project Information. The City agrees
to establish and maintain accurate, detailed, and complete separate books, accounts,
financial records, documentation, inspection and quality assurance reports produced by
City staff and/or contracted services, and other evidence relating to the receipt and
expenditure of all Project funds. These documents shail include the properiy records
required by section 5.10. All such project information sha11 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:
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a complete performance of this agreement and all Subordinate Funding
Agreements entered into pursuant thereto; or
b. six years following the term of the this agreement and all Subordinate Funding
Agreements entered into pursuant thereto; or
c. six years following the close out of the Central Corridor Light Rail Transit
Project by the Council and the Federal Transit Administration; or
d. if any litigafion, 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 sha11 include provisions requiring the contractor
to establish and maintain project information in accordance with the provisions of th�s
section and to allow audit of such information in the same manner provided with respect to
the City in section 3.04.
The provisions of this section shall survive termination of this agreement.
3.04 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 aze audited. During the time of maintenance of information under section 3.03,
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 Federal Transit Aduuuistration Administrator, and the
United States Comptroller General will have access to a11 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 sha11 be provided by the City.
The provisions of this section shall survive teivuna.tion of this agreement.
3.05 Use of Contractors. In Addition to the requirements of Article 5.06, if the
City engages any contractors to perform any part of the Pmject activifies, the City agrees
that the contract for such services sha11 include all of the following �rovisions. (Note:
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 ttus agreement.
b. The contractor must defend, indemnify, and save l�annless 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 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 coniractor must provide and maintain insurance in amounts and types of
coverage appropriate to the contracted work and naming the Council as an
additional insured, and provide to the City prior to commencement of the
contracted work a certificate of insurance evidencing such insurance coverage.
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d. The contractor must be an independent contractor for the purposes of
complering the contracted work.
e. The contractor must acknowledge that the contract between the City and the
contractor does not create any contractual relationship beriveen the Council and
the contractor.
3.06 Contract Information. The City shall, in connection with any contract
entered into for the Project:
a. keep the Council informed as to the pro�ess 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 on any such contract.
ARTICLE 4. NOT USED
ARTICLE 5. FEDERAL REQUIREMENTS
SA1 Federal Requirements. Monies that may be provided to the City by the
Council pursuant to this agreement may be funded in whola or in parY by the United States
Aepartment of Transportation, Federal Transit Administration. The requirements in this
Article 5 are in addition to and, unless inconsistent and ineconcilable, do not supplant
requirements found elsewhere in this agreement. If any requirement in this article is
inconsistent with a provision found elsewhere in this aa eement and is ineconcilable with
such provision, the requirement in this article shall prevail.
5.02 Incorporatioa of Federal Grant. As federal grants, including a potential
Pull Funding Crrant, with respect to the Central Corridor LRT Project are received by the
Council, the terms of each grant and any amendments thereto 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 Crrants." 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 Councii with
respect to the Pxoject.
5.03 Incorporation of Specific Federal Requirements. Specifically, and
without limitation, the City agrees to comply with the federal requirements set forth in
Exhibit C and agrees to require, unless specifically exempted, subrecipients (if authorized)
and third pariy contractors at every tier to comply with the same.
5.04 Federal Certifications and Assurances; Egecution and Incorporation.
The City agrees to comply with and to certify compliance with the federal Fiscal Year
2010Annual List of CeYtifications and Assurances fo� Federal Transit Administration
Grants and Cooperative Agreements or the most recent version attached to and
incorporated into this agreement as E�iibit D. The City must certify compliance with the
applicable provisions by signing the appropriate certification(s) and returning the signed
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certification(s) as part of the execution of this agreement. During the term of this
agreement, the City sha11 annually execute the most current federal certifications and
assurances document and provide the same to the Council.
5.05 Compliance with Federal Requirements; Inwrporation of Specific
Documents by Reference. The City agrees to comply with a11 federal stahxtes, rules, FTA
Circulars, Executive Orders, guidance, and other requirements which may be applicable to
the Federal Grants. In particulaz, and without limitation, 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:
• FTA Master Agreement "
• Uniform Administrative Requirements for Grants and Cooperative Agreements
to State and Local Governments, 49 CFR Part 18
• Grant Management Guidelines, FTA Circular SOl0.1D
• Full-Funding Grant Agreements Guidance, FTA Circulaz 5200.1A
and as such statutes, rules, circulazs, executive orders, guidance and other requirements
may hereafter be amended or modified. The listed documents aze incorporated by
reference into this agreement. Copies of these documents aze auailable at the internet
websites indicated or, upon request by the Ciry, from the Council.
5.06 Third Party Contracts. If the CiTy decides to fulfill any of its obligations or
duties under a Subordinate Funding Agreement through a third parry contract to be paid for
by funds received under this ag�reement, the City agrees to the following provisions.
(Note: these requirements are in addition to other requirements for such conizacts set forth
in this agreement.)
a. Compliance with Federal Procurement Requirements. The City will
comply with a11 applicable federal law, rules, and guidance relating to such
procurement including, without limitation, the provisions of the most current
version of the Third Pariy Contracting Requirements, FTA Circular 4220.1F,
which document is incorporated by reference into this agreement. A copy of
this document is available at the intemet website indicated or, upon request by
the City, from the Council.
b. Certitication of City's Procurement System. The City certifies tl3at its
procurement system complies with the standazds described in the previous
paragraph.
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 aze in the proper form
and include a11 state and federal requirements.
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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 fmanced 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, at a
m;nimum, the provisions in E�ibit C.
e. Disadvantaged Business Enterprise Requirements. For all work performed
under this agreement, the City will comply with the Council's Disadvantaged
Business Enterprise (DBE) Program. In particular, the City aa ees to comply
with the requirements of the Council's "Disadvantaged Business Enterprise
(DBE) Pass Through Agreement and Program document which is attached to
and made a part of this agreement as E�ibit E. For the purpose of Exhibit E,
the following provisions shall apply
• The Metropolitan Council DBE Liaison Officer, or designated staff, shall
act as the City DBE Liaison Officer for the purposes of this grant.
. The City agrees to submit to the Council for review, approval, and
establishment of the appropriate DBE goal all procurements in excess of
$50,000.
• The City will provide reports on a monthly basis to tl�e Council on each
above described procurement reflecting all invoices paid on these
procurements and identifying a11 DBE activity on these procurements.
. The City will report DBE activity on a monthly basis to the Council on all
other purchase orders and invoices not included above.
• Determination of DBE eligibility will be based on the list of DBE vendors
provided by the Council.
£ Federal Procurement Basics. Exhibit B entitled "Managing Federally Funded
Projects" is attached and made a part of this agreement. This exhibit contains
an outline of federal procurement requirements for the convenience of the City.
The e�iibit does not contain ali federal requirements to which the City may be
subject as a subrecipient of federal grant funds under this Master Funding
Agreement and specific subordinate funding agreements issued pur9uant
thereto. The City remains responsible for conforming its procurement
processes to all applicable federal requirements for funds received from the
Council under this Master Funding Agreement, notwithstanding the suminary
of requirements in ihe attached e�ibit.
5.07 Provisions Subject to Change. The City acknowledges that federai
requirements in this Article 5 are subject to change and agrees that the most recent of these
requirements shall govern this agreement at any particular time.
5.08 No Federal Obligation. Monies provided under this agreement may be
fmanced in whole or in part by federal funds. However, payments to the City will be made
by the Council. The United States is not a party to this agreement and no reference in tlus
agreement to the United States, the United States Deparhnent of Transportation, the �
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Federal Transit Adminisiration, or any representatives ofthe federal government xnakes the
United States a party to this agreement. The Ciry sha11 include this clause in any contracts
or agreements entered into pursuant to this agreement.
5.09 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 infortnafion reasonably requested by the Council, in order
to meet the Council's FTA reporting requirements.
510 Property Management. The City acknowiedges and agrees that title,
acquisition, use, management, and disposirion of all property acquired or constructed with
Project funds under this agreement shaIl be ga=?erned by applicable federal law, rule, and
guidance including, without limitation, the most current versions of the following
provisions:
• 49 C.F.R. Parts 1831, 1832, and 1833
• FTA Master Agreement
• FTA Circular SOIO.ID
and as such laws, rules, and guidance may hereafter be amended or modified. The listed
documents are incorporated by reference into this agreement. Copies of these doctunents
are available at the internet websites indicated or, upon request by the City, from the
Council.
The provisions of this section sha11 stuvive teimivarion of this agreement.
I������[17
ARTICLE 6. SUBORDINATE Fi7NDING AGREEMENT T12ANSFERRING
FUIVDS FROM CIT`Y TO COUNCIL
6.01 Purpose. The purpose of Part Two of tlus Agreement is to address a
method for the transfer of City funds to the Council in partial funding for the Project
components of non-FFGA components, should auy such payxnent be authorized by the
City.
6.02 Transfer of Funds from City to Council. The CiTy may provide partial
funding for the Project through the transfer of funds to the Council. Each such trai�sfer of
funds to the Council from the City shall only be in accordance with one or more duly
executed Subordinate Funding Agreements, each of which shall deftue the amount of City
funds committed by the City to the Council for the Project and the specific purpose for the
funds. Any surplus moneys provided to the Council by the City pursuant to a Subordinate
Funding Agreement sha11 be returned to the City upon completion of each portion of the
Project authorized by a Subordinate Project Funding Agreement or otherwise shall be
aceounted for in funding authorized pursuant to any other Subordinate Project Funding
Agreement.
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6.03 Subordinate Funding Agreements. The parties shall enter into subsequent
Subordinate Funding Agreements that will facilitate the funding by the City of Project
obiigations to be incurred by the City in connection with and in support ofthe Project in
accordance with section 6A1. The parties anticipate that there will or may be a number of
such Subordinate Funding Agreements betcveen them in connection with the Project. Each
Subordinate Funding Agreement shail be in a form appropriate to the authorization and
shall follow and be subject to the terms of Parts Two and Three of this Master Funding
Agreement, unless expressly agreed otherwise. Notwithstanding any other provisions of
this agreement, this agreement itself is not intended to create a specific financial obiigation
for either party or to require either parry 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.
6.04 Implementation of Subordinate Funding Agreements. The Council shail
not incur any reimbursable obligations for the Project that aze not the subject of a
Subordinate Funding Agreement, and the only City funds available to the Council for the
Project are those which aze approved through Subordinate Funding Agreements. Prior to
entering into a contractual obligation with any third party (including the acquisition of
property rights) to accomplish the Council's reunbursable obligatians in connection with
and in support of the Project, or prior to authorizing any Council employees to proceed
with any reimbursable actions in that regard, the Council sha11 present to the City for prior
review and approval, and to arrange for the execution of a Subordinate Funding
Agreement, a work scope and/or staffing plan for such services or expenditures.
6.05 Modifications of Subordinate Funding Agreements. The following
provisions apply to any modifications in a particular subordinate funding agreement:
• Rebudgeting within an approved budget is authorized when approved in writing by
the Project Director of the party txansferring fiuids.
• Modifications in work scope, if within the approved budget, are authorized when
approved in writing by the Project Director of the party transferring funds.
• Any other modifications in a particulaz subordinate funding agreeme{�t, including
any increase in the authorized "not to exceed" amount of funding or in a project
activity period, shall require a formal amendment of the subordinate funding
agreement approved by the Council and City and executed by the parties.
6.06 Transfer of Project Funds to the Council Under Subordinate Funding
Agreements. Funds for the Project committed by the City to the Council under
Subordinate Funding Agreement(s) shall be distributed by the City to the Council as
follows:
a. Unless specifically agreed to by the parties in and for a particular Subordinate
Funding Agreement, payment to the Council 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 Council for
the Project.
b. Invoices shall be submitted separately for each outstanding Subordinate
Funding Agreement. Invoices for any particular Subordinate Funding
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Agreement sha11 be submitted as necessary and shall be sent to the following
address:
City of St. Paul
Attn: Jol�n Maczko, City Engineer
1500 CHA, 25 W. Fourth Street
Saint Paul, MN 55102
or to such other city address or person as the City may from time to time
designate for itself by notice to the Council.
c. Each invoice shall be submitted in the standazd Council format and sha11
reference the sequential number of the Subordinate Funding Agreement under
which the invoice is to be funded. Each invoice must include a description of
activities undertaken in accordance with the SubordinaYe Funding A�'eement
and an ifemization of the e�enditures for which payment is requested, along
with supporting documentation. 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.
d. Upon review and approval of an invoice, the City sha11 distribute to�e�i � o fl
the approved invoice amount within 30 days. 'I'k�e City may deny p
anq invoice payment request if it reasonably believes that the requested
payment does not conform to the terms of this ag�eement and the applicable
Subordinate Funding Agreement. The parties will promptly meet to review and
discuss any denied payment requests and dispute resolution will ensue if the
parties cannot agree.
e. No invoice payment shall be made which would cause distribution of Project
funds to exceed, cumulatively through such pa ment�e authorized amount
under the applicable Subordinate Funding Agr
f. Distribution of any funds to the Council pursuant to an invoice, or approval of
any report, shall not to be construed as a City waiver of any Council
noncompliance with this agreement or the applicable Subordinate Funding
Agreement.
6.07 Repayment of Unauthorized Use of Project Funds. Upon a finding by the
City that the Council has made an unauthorized or undocumented use of Project funds, and
upon a demand for repayment issued by the City, if the Council agrees, the Council sha11
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 will ensue if the parties cannot agree. Neither party shall be deemed to haue
waived any rights or remedies available under State, federal, common law or otherwise.
6.08 Use of Project Funds; Allowable Costs. The Council is authorized to use
fizuds provided by the City under this agreement only for allowable costs directly incurred
for the Central Corridor LRT Project. Any funds provided to the Council under this
agreement and applicable Subordinate Funding Agceements that aze not expended for
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authorized Project activities shall be prompdy repaid to the City . Funds provided by the
City under this agreement may only be used for costs directly incurred:
• within the authorized work scope,
• during the project activity period, and
• in accordance with the approved budget for the funds,
all as specifaed in the relevant subordinate funding agreement.
6.09 Documentation of Project Costs. All reimbursable costs charged to the
Project 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.
610 Establishment of Asset Ownership. The Subordinate Funding Agreement shall
state who the asset owner will be upon completion of the Project.
6.11 Establishment and Maintenance of Project Information. The Council
agrees to establish and maintain accurate, detailed, and complete separate books, accounts,
fmancial records, docuxnentation, and other evidence relating to the receipt and
expenditur0 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 Council until the latest o£
a. complete performance of this agreement and all Subordinate Funding
Agreements entered into pursuant thereto; or �,
b. six years following the term of the this agreement and all Subordinate Funding
Agreements entered into pursuant thereto; or
c. six years following the close out of the Central Corridor Light Rail Transit
Project by the Council and the Federal Transit Administration; 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 Councal engages any contractors to perform any part of the Project activities, the
Council 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 section and to a11ow audit of such information in the same manner provided with
respect to the Council in section 6.11.
The provisions of this section shall survive terminafion of this agreement.
6.12 Audit. The accounts and records of the Council 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 3.03,
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 Federal Transit Administration Administrator, and the
United States Comptroller General will have access to all such books, records, documents,
accounting practices and procedures, and other information for the purpose of inspection,
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audit, and copying during normal business hours. Proper fa�ilities for such access and
inspection shall be provided by the Council.
The provisions of this secrion shall survive terminarion of this agreement.
6.13 Use of Contractors. If the Council engages any contractors to perform any
part of the Project activities, the Council agrees that the contract for such services shall
include a11 of the foltowing provisions. (Note: these requirements aze in addirion to other
requirements for such contracts set forth in this agteement.)
a. The confractor must maintain a11 records and pxovide all reporting as required
by this agreement.
b. The contractor must defend, indemnify, and save hazmless 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
addifional insured, and provide to the Council 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 aclrnowledge that the contract between the Council and the
contractor does not create any contractual relationship between the City and the
contractor,
6.14 Contract Information. The Council shall, in connection with any contract
entered into for the Project:
a keep the City informed as to the progress of such contract;
b. a11ow authorized representatives of the City access to a11 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 on any such contract.
�:. .��
. ..
ARTICLE 7. GENERAL PROVISIONS
7.01 Independent Contractors. The parties agree that any and all persons
employed by or on behalf of a party to perform any work or dufies as an ageat 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 Minuesota 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.
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7A2 Enfire 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 or transfer of any
reimbursements and the terms of any subsequent Subordinate Funding Agreements shall be
considered together witt� tlus agreement.
7.03 Non-Waiver of Immunity and Limits. Nothing in this agreement shall be
construed to waive the unmunities or liability limits provided in Minnesota Statutes,
section 3.736, or Minnesota Statutes, Chapter 466, or other applicable state or federal law.
The provisions of Minnesota Statutes, section 471.59, subdivision 1 a, specifically apply to
this agreement..
7.04 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.
7.05 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 sha11
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.
7.06 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 aze void, invalid or otherwise unenforceable shall substantially impair the
value of the entire agreement with respect to either party.
7.07 Assignment Prohibited. Neither party shall assign their obligations under
this agreement without receiving the express written consent of the other party.
7.08 Time. The parties agree that all obligations undertaken under this Master
Funding Agreement, and with respect to any subsequent Subozdinate 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.
7.09 Notices. Except as otherwise expressly provided in this agreement, a11
requests, notices, demands, authorizations, directions, consents, waivers or other
communications required or permitted under tivs agreement shall be in writing and shali
either be: (i) delivered in person, (ii) deposited postage prepaid in the certified mails of the
United States, return receipt requested, (iii) delivered by a nationally recognized overnight
or same-day courier service that obtains receipts, or (iv) delivered via facsimile or email
attachment, with confirmation of receipt by telephone, with an original deposited postage
prepaid in the first class mails of the United States, addressed:
For the Council:
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Mazk Fulumaun, Deputy General Manager
Central Corridor LRT Project Office
540 Fairview Avenue North, Suite 200
St, Paul, MN 55104
Phone:651-602-1942
Email: mazk.fui�rmann@metc.state.mn.us
For the City:
City of St. Paul
Attn: John Maczko, City Engineer
1500 CHA, 25 W. Fourth Street
St. Paul, MN 55102.
Phone:•651-266-6137
Email:john.maczko@cistpaul.mn.us
or to such other persons and at such other addresses as either pariy may at any time or from
time to time designate for itself by notice in accordance this section. Each such request,
notice, demand, authorizarion, 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.
7.10 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 listed in Section 7.09 above, or such other person as may be desi�ated in writing
by the Council's Regional Administrator.
The City's Project Director for purposes of admiiristration of this agreement and
any subordinate funding agreements entered into pursuant to this agreement is the person
listed in Section 7.09 above, or such other person as may be designated in writing by the
City. The City's Project Director shall:
• coordinate the carryiug out of the City's obligations under this agreement,
• coordinate subordinate funding agreement work scope activities with the Council's
Project D'uector,
• attend meetings called by the Council's Project Director for Central Corridor
Project staff, and �
• complete project manager u�aiuing 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.
7.11 Applicable Law and Venue and Dispute Resolution. This ab eement shall
be interpreted in accordance with the laws of the State of Minnesota. Venue for a11 Iegal
proceedings arising out of or relating to this a�eement or any associated Subordinate
�L�^
10-314
Funding Agreements, or breach thereof, shall be in the state or federal court with
competent jurisdiction in Ramsey County, Minnesota.
712 Effective Date and Termination. This a�eement shall be effective upon
execution by, and delivery to, both parties. This 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 Ab eements entered
into pursuant thereto, or
b. abandonment of the plan for use of light rail transit in the Central Corridor by
either the State of Minnesota or the local funding partners,
c. a dete,rmination by the City that the Project cannot proceed; or
d. a determination by the Council that sufficient funds do not exist, or aze not
reasonably projected to exist, in order to complete the Project.
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. 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 due to the Council as a result of later refunds, corrections, or
other transacrions. The Councii agrees that Project closeout ar 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. Project closeout or terxnination 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 due to the City as a
result of later refunds, corrections, or other transacfions.
Exhibits. All attached exhibits are deemed to be incorporated into this
Agreement.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed by
their duly authorized repzesentatives on the dates indicated below.
CITY OF ST. PAUL
Its:
METROPOLITAN COUNCIL
:
Thomas Weaver
Regionai Administrator
Date:
Date:
Approved as to form:
17
1�-314
LIST OF EXHIBITS
19
10-314
Reference Numbers
CCLRT Project:
Metropolitan Council:
City of St. Paul:
PROJECT:
CENTRAL
PROJEC�'
LIGHT RAIL TRANSIT
MA5TER AGREEMENT
NAME:
PARTIES TO MASTER
AGREEMENT:
GRANT NUMBER:
Master Funding Agreement — City of St. Paul
• Metropolitan Council
• City of St. Paul
SUBORDINATE FUNDING AGREEMENT
NUMBER City of St. Paul -_
This Subordinate Funding Agreement Number City -_ is entered into by and between the
above-named parties.
WHEREAS:
1. The parties entered into a Central Corridor Light Rail Project ("Project'� Master
Funding Agreement, effective
2. The parties provided in that agreement that certain aspects of funding for the Project
would be determined in subsequent Suboxdinate Funding Agreements.
3. The parties desire to enter into this Subordinate Funding Agreement in order to provide
funding for the Project as described below.
NOW, THEREFORE, the parties hereby agree as follows:
1. Maximum Amount of Authorized Funding: Not to exceed
2. General Purpose for Funds:
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3. Specific Description of Funding Authorizafion/(Work Scope):
Funds provided under this subordinate funding agreement may only be used for costs
d'uecUy incurred within the described work scope.
4. [ONLY WHEN THE SFA PASSES FUNDS THROUGH TO THE CITY OF ST.
PAiTL] Project Budget. The budget for the project funded by this subordinate
funding agreement is attached to this subordinate funding agrPement as Attachment 1.
Funds provided by the Council under this agreement may only be used for costs
directly incurred in accordance with the approved budget.
5. [ONLY WHEN THE SFA PASSES FUNDS THItOUGH TO THE CTTY OF ST.
PAUL] Project Activity Period. The Project ActiviTy Period for the purposes of this
subordinate funding agreement shall run from until
Funds provided by the Council under this subordinate funding agreement may only be
used for costs direcUy incurred during the approved Project Acrivity Period.
6. [ONLY WAEN THE SFA PASSES FUNDS THROUGH TO THE CTTY OF ST.
PAUL] Subrecipient Agreement. This subordinate funding agreement, in
conjuncfion with the Master Funding Agreement, constitutes a subrecipient agreement
for the purposes of any federal grant funds passed through to the City hereby.
7. Incorporation. The terms, conditions and definitions of the Central Corridor Light
Rail Master Funding Agreement, entered into by and between the parties, are expressly
incorporated into this Subordinate Funding Agreement.
City of St. Paul
Date:
METROPOLITAN COUNCIL
By:
Thomas Weaver
Regional Admiuistrator
Date:
Approved as to form:
Metropolitan Council
Office of General Counsel
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