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96-167���! t � � r. , r 1 Council File # 1 � " �� l Green Sheet # 25967 Presented By: Referred By: i a 3 4 5 6 7 8 9 10 11 12 13 14 is 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 RESOLUTION �F SAINT PAUL, MINNESOTA ��c,�V � . Committee Date: PHALEN WETLAND RESTORATION �. I� 2 Whereas, the City has been awarded a$115,000 grant from the Legislative Commission on Minnesota Resources (LCMR) to restore about four acres of wetland at the south end of Lake Phalen, and Whereas, the City will also be receiving additional grants frorn Reinvest in Minnesota ($20,000) and from the Minnesota Waterfowl Association ($10,000) for this project, and Whereas, a condition of receiving the grant from Reinvest in Minnesota is for the City to grant to the state, a perpetual conservation easement for the area of the restored wetlands, and Whereas, the Phalen Wetland Restoration Project provides a unique opportunity to restore a wetland in an urban setting, and Whereas, the project wiil create the following benefits: it will become a neighborhood amenity; it will restore the site's natural stormwater cleaning function; it will reduce non-point source pollution; it will enhance wildlife habitat; it wiil expand our understanding of how to achieve biodiversity in restored wetlands; and it will provide an environmental education resource, and Whereas, tl�e City Council has, by resolution (CF #95-903), a�cepted the LCMR grant, the Reinvest in Minnesota grant and the grant from the Ivlinnesota Waterfowl Associarion. Now Therefore Be It Resolved, by the City of Saint Paul that the City enter into the attached Agreement with the 5tate of Minnesota, acting through its Board Of Water And Soil Resources, to construct the Phalen Wetland Restoration Project, and be it Further Resolved, by the Ciry of Saint Paul that the City enter into the attached Agreement with the University of Minnesota to prepare the preliminary design of the Phalen Wetland Restoration Project, and be it E��`�.��;�ti;' °�L-��°`� (�.26f Z_ 35 36 Further Resolved, by the City of Saint Paul that the Ciry grant a perpetual 37 conservation easement to the state for the area of the restored wetlands, and be it 38 39 Finally Resolved, that the Council of the Ciry of Saint Paul hereby authorizes and 4o directs the proper city officials to sign those agreements. Adopted by Council: Date � �- ��.��� �- Certified by Counoil Secretary By: Approved by/,�Iayor: _ Date � Requested by Department of: Form Approved by City $1' = z - IZ -yL Mayor for Submission to Council �t��� /. �tL-1��1_ � DEPAq'fMEM/OFFlCFJCOUNCIL WTEINITIATED GREEN SHEET - No.2.s9�� " PubliC Wotks Feb. 6, 1996 u�unavoa� INrtIAUDA7E CAMACTpPE,R,�-0_N��SPHOLNLE L pEp�p7MENTpqECTpR QCtTYCWNCII M1kei�aalA!! 2VW�9 NW�PoN GTVATfOflNEY �— �q7YCLERK IAUSTBEONCOUNpLAGE1W8YlDA7� IiO1RIN0 &)DGETqF�CTOR FN.BMGT.SEfNICESdR. OflOBi ANVOfl (Ofl ASSISTANn P8Ik3 � FlBC. �Q � MTALiOF8NiN117UliEPAf1E8 1 (CLIPALLtDCATIONBPoRelONA711NE1 1 ASSOCIA7E QOEPi.ACCOtN1TANT �-� flEWE37ED Approve t}be attached resolurion and authorize proper Ciry officials to sign the following agreements_ * Ag�ement betmeen the State and the City for the Phalen Wetland Restoration Project (E�chibit A} * Agroement with tl� U of M to grepaz� the greliminary design of the Project (Exhibit B) * AQreement with the Minn. DNR ¢rantine em a conservation easement for the area f the Proiect fExhibit Cl �co�Nwna+s: Ma�� W«� l�A PEHSONAL SEfiNCE CONTRACTS YUST ANSWEH it� FOLLOWING �UESTIONS: A rt.atulR+c caAwss�oni _cmL semncE coMhuss�oN i. Has tlYS �G��v%wo�ked urdar a catrna ta tlis tlapanmert? A ae coweriEe 2 Has ttis ever been a cty emplqee? — ES NO � S7AFF _ 3. Does 1hLS persoMtrm po5sess a sWll nd rotmaty possessed by arry curtent ctty employee7 .-. _qSTRICTCOUNGL YES NO SUPPORTS WHICH COUNCIL OBJEC71VE7 E1�6HM eU YN efIeMABfB 0118BFI82IB SIN6t efld Sf18Ch to yf6Bfl 8hBB1 �ie`'� � � ��QF INITA77NG PROBLEM.ISSUE.OPPORTUNI7V (WHO. WHAT. WHEN, WHERE. WNYj: ;Y,� P.`�+::.:. Saint Paul has received a grant from the Legislative Commission on ivlinnesota Resou�es (LCMR), Reinvest in Minnesota (RIM) and the Minnesota Waterfowl Association to restore about four acres of wetland at the south end of Lake Phalen. Last year, the Council accepted the grants (CF #95-903). This resolution requests that the Council approve tlu�ee agrements necessary for this project to move forwazd. The agreement with the state spells out the conditions for receiving the LCMR grant The Agreement with the U of M is for the preliminary design of the project. The agreement with the DNR is a condition of the RIM grant and ouflines City and state responsibiliries and outlines the condirions for the perpetual easement they require. ADVAM'AGES IF APPROVED: The City will receive the grant money and the wetland will be restored. The restorauon project will become a neighborhood ammenity, it will reduce non point source pollution, it will enhance wildlife habitat and it will provide an environmental education resource. DISADVANTAGES IF APPHOVED The City will give up some of its rights with the conservafion easement T'he City is committing $30,000 in CIB funds as our share in the project. <v�� `�n,:��:�� =��,�'�-+* �,�� _ � �,..��. k� �,� 3. ^z '.,� � ^vv� DISADVANTAGES IF NOT APPROVER `" "" — -- Saint Paul will miss an oppommity to do a project that will enhance a whole neighborhood. We will also miss an opportunity to do something really unique to an urban area that will have a real positive environmental outcome. TOTAL AMOUNT OF TRANSACTION $ COST/REVENUE BUDGETED (CIRCLE ONE) YES No FUNDING SOURCE ACffVtTY NUMBER FlwWCIAL �NFORMATION: (E7�v.it� � aL- t�� ������ � AN AGREEMENT BETWEEN THE STATE OF MINNESOTA AND THE CITY OF SAINT PAUL FOR THE PHALEN WETLAND RESTORATION PROJEC 1' � t,- tc� AGREEMENT BETWEEN THE STATE OF MINNESO�'A AND THE CITY OF SAINT PAUL THIS AGR.EEMENT is made between the State of Minnesota, acting by and through its Board of Water and Soil Resources (hereinafter"STATE"); and the City of Saint Paul (hereinafter "CITY'7. , WHEREAS, the City has proposed the Phalen Wetland Restoration project, and WHEREAS, The Minnesota Legislature by 1995 Minnesota Law� Ch. 220, Sec. 19, subd. 8(e) appropriated $115,000 to the Board of Water and Soil Resources for an agreement with the CITY to restore a wetland at the south end of Lake Phalen; NOW THEREFORE, it is agreed between the STATE and the CITY as follows: 1. G�NF.RAT 1.1 The STATE awazds to the CITY up to $115,000 for the Phalen Wetland Restoration Project (hereinafter the "Project"). The obligation of the STATE under this Agreement is hmited to $115,000. 12 The CITY acknowledges that these funds are proceeds from the Minnesota Environment and Natural Resources Trust Fund (hereinafter the "Fund"), which is subject to certain legal restrictions and requirements, including Minnesota Statutes Ch, 116P. The CITY is responsible for �.ompliance with this and all other relevant state and federal laws and regulations promulgated pursuant thereto goveming the proceeds of the Minnesota Environment and Natural Resources Trust �nd in the fulfillment of the Project. 1.3 CONTACT PERSONS The authorized contact gerson for the STATE is: Barbara Ohman Board of Water and Soil Resources One West Water Street, Suite 200 St. Paul, MN 55107 Page 1 The authorized agent for the CITY is: Michael G. Kassan, Jr. St. Paul Public Works 1000 City Hall Anneg 25 West 4th Street St. Paul, MN 55102 The acting fiscal agent for the CITY is: Bruce E. Beese St. Paul Public Works 600 City Hall Annex 25 West 4th Street St. Paul, MN 55102 . •, � a 2.1 DESCRIPTION OF PROJECT This appropriation is from the Fund to the Board of Water and Soil Resources for an agreement with the CITY to restore a wetland at the south end of Lake Phalen. This appropriation must be matched by at least $50,000 in CITY dollars or donations. 22 PROJECT SPECIFICATIONS The Project shall have a Work Program approved by the Legislative Commission on Minnesota Resources (hereinafter the "LCMR") which is attached as E�ibit A and made part of this agreement. This Work Program describes the work to be completed by the CITY, the specific products that will be produced along with the date by which they will be delivered, and an estimate of the cost associated with each product. All material changes to the Work Program must be approved by the LCMR and will be made part of this agreement by reference. The CITY shall complete the Project as described in the approved Work Program and its amendments. The STATE has relied on the CITY's estimate of the total funds required to complete the Project. If the STATE funds prove insuf�'icient to complete the Project, the CITY agrees to supply additional funds as needed. All deliverables or evidence that the deliverables have been satisfactorily completed aze due in the LCMR. office with a copy to the STATE contact person by June 30, 1997. � ""� The STATE and the LCMR may require the CITY to supply additional specifications about the Project including site plans, building specifications, research methodology and detailed work schedules. These Page 2 a`-tc�� additional specifications aze subject to approval by the BTATE. After completion of the Project, the CITY shall certify to the STATE that the Project, as conducted, conforms to these aggroved specifications. 2.3 ADMINISTRATION AND SUPERVISION The CITY shall be responsible for the administration, supervision, management and Project oversight that may be required for the work performed under this agreement. The CITY may employ such professional services as it deems reasonable and necessary to provide these services, subject to the provision of Section 5(Costs). 2.4 OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS All rights, title, and interest to all intellectual property rights, including patents, copyrights, services and trade marks, in all materials conceived or originated by CITY either individually or jointly with others, which arise out of the performance of this agreement, are jointly owned by the CITY and the STATE. The STATE's ownership shall equal the percentage of the total Project cost paid for by state funds under this appropriation. The CITY's contribution must be for actual and direct costs for the Project. All CITY's contribution must be anproved in advance to be eligible to qualify as CITY's contribution to the totai Project costs for delivery ownership and regular percentages. This ownership interest shall not be reduced by any reimbursements to the Fund made by the CITY under Section 2.6 Sales of Products or Section 2.7 Royalty Payments. Any report, study, computer software, data base, model, invention, photograph, negative, audio or video recording, or other item or document, in whatever form, created or prepared by the CITY in the performance of its obligations under this Agreement are the exclusive property of the CITI' and the STATE except where stated otherwise in this Agreement. The CITY, at the request of the STATE, shall execute any necessary documents necessary to transfer ownership rights to the STATE. Whenever any invention, improvement, or discovery (whether or not patentable) is made or conceived for the first time, actually or constructively reduced to practice by the CITY or its employees in the course of or in connection with this Agreement, the CITY shall immediately give the STATE contact person and the LCMR written notice thereof, and shall promptly fi�nish the contact person and the LCMR with complete information thereon. The STATE, in consultation with the LCMR and the CITY, has the sole right ta-determine whether or not and where a patent application shall be file'd. Page 3 The CITY and the STATE reserve the right to use for their own purposes any intellectual property right produced as the result of the Project without payment to the other party. The party using said product shall protect the intellectual property rights to the product and advise the other party of its use. The STATE reserves "march-in' rights which can be exercised if the CITY fails to market or offer to mazket any product resuiting from activities undertsken pursuant to this Agreement withi� three (3) years from the termination of this Agreement, notwithstanding the above provisions of this section. The CITY shall, upon request of the STATE, egecute and provide the necessary documents for this purpose. 2.5 OWNERSHIP OF RESEARCH RESULTS If, within three (3) yeazs of the termination of this agreement, the CITY elects not to commercialize any product derived from the reseazch conducted under this Project, the reseazch materials shall be returned to the STATE without cost and free and cleaz of any obligation to the CITY. The CITY represents and warrants that the material produced under this Agreement does not and will not infringe upon the intellectual property rights of another, including patents, copyrights, trade secrets, trade and services marks and names. The CITY will defend and indemnify the STATE at the CITY's egpense any claims or actions brought against the STATE to the extent that it is based on a claim or action that all or part of the material infringes upon the intellectual property rights of another. The CITY is responsible for obtaining any necessary licenses to use the intellectual property rights of another. 2.6 SALE OR LICENSE OF PRODUCTS The CITY agrees to reimburse the Fund revenues it receives from- licenses, transfers, or other income generated from products based upon materials derived from this Project up to the amount of STATE funds provided under this Agreement. Such reimbursement will be made by the CITY upon first sale of any product worldwide whether or not such products are patentable. The CITY; for itself and its licensees, agrees to sell'any product derived from this Agreement and not subject to ownership by the STATE to the State of Minnesota for the royalty-free wholesale price less a ten percent (10%) discount. This clause shall continue to be in effect after all STATE funds have been repaid to the STATE. Page 4 �1c, — ���1 2.7 ROYALTY PAYMENTS The STATE owns and shall take title to the percentage of a royalty, copyright or patent resulting from this Project equal to the percentage of the project's total funding provided by this appropriation subject to the provisions of Minnesota Statutes Ch. 116P.10. Cash receipts resulting from royalties from the licensing of copyright, patent, er other intellectual properties shall be paid to the Fund on a quarterly basis within ttvrty (30) days after the end of each calendar quarter. The CITY shall not license the intellectual property rights without the express written agreement of the STATE. 2.8 ACKNOWLEDGMENTS The CITY agrees to acknowledge the STATE's financiai support for this Project. Any statement, press release, bid, solicitation, or other document issued describing the Project shall provide in£ormation on the amount and proportion of STATE funds supporting the total cost of the Project and will contain the following language: Funding for this project was approved by the Minnesota Legislature, 1995 Minnesota Laws, Ch. 220, Sec. 19, Subd. 8(e) as recomffiended by the Legislative Commission on Minnesota Resources from the Environment and Natural Resources Trust Fund. Any site developed or improved by this Project shall display a sign, in a form approved by the STATE, stating that the site has received funding from the Minnesota Legislature. 2.9 REPORTS The CITY shall submit Work Program status reports every six months as required in the Work Program to the LCMR with copies to the STATE's authorized contact person in a form prescribed by the LCMR on or before the reporting dates stated in the Work Program. The S7'ATE may require additional reports from the CITY. 2.10 PURCHASE OF RECYCLED AND RECYCLABLE MATERIALS The CITY shall use this appropriation in compliance with Minnesota Statutes Ch. 16B.121 to 16B.123 requiring the purchase of recycled, repairable, and durable materials, the purchase of unceated paper stock� and the use of soy-b�sed ir.k, the saFne as if it were a stat� agency. The ' CITY shall ensure that all sub-recipients comply with this requirement. Any deliverables submitted to the LCMR office will be rejected if not in compliance and will be deemed late and/or unacceptable. Page 5 2.11 PUBLICATIONS The BTATE agrees that researchers engaged in this Project are encouraged to gresent at symposia, national or regional professional meetings, and to publish methods and results of the project in journals, theses or dissertations or othenvise of their own choosing provided necessary steps have been taken to protect the patents, copyrights, and other intellectual property rights resulting from the project. Reseazch results must include the acknowledgement provided for in Section 2.8. The CITY shall provide advance notification to the STATE two weeks before publicizing any data or information derived from�the Project in a press release, publication, or presentation. 2.12 FAILUftE TO COMPLETE PROJECT No reimbursements will be awarded under t2ris Agreement after June 30, 1997 unless the CITY has completed the Project in accordance with the approved Work Program by that date. 3. USE OF FUNDS The CITY shall use the proceeds of this agreement only for the eligibie costs of the Project as described fn the approved Work Program. 4. MATCHIlVG FUNDS The appropriation language of 1995 Minnesota Laws Ch. 220, Sec. 19, Subd. 8(e) states that this appropriation must be matched by $50,000 in nonstate money and that these matching funds must be committed by January 1, 1996 or the appropriation will be canceled. No state funds will be made available under this Agreement until the CITY has provided the STATE and the LCMR, if applicable, with a description of the nonstate matching funds, evidence of their fair mazket value, and certification that they are legally collectible. In the event that part or all of these matching funds later become unavailable or uncollectible, the CITY agrees to satisfy any deficiency. ��� 1,:11.'� 5.1 ELIGIBLE COSTS Eligible costs are be those costs directly incurred by the CITI' that are solely related to and necessary for producing the work products described in the approved Work Program. Eligible costs may include the following: Page 6 ��'�L� 5.1.1 Advertising costs solely for (1) Recruitment of personnel; (2) Solicitation of bids; (3) Disposal of scrap materials; (4) Other purposes specifically provided for in the approved Work Program; 5.12 Capital expenditures for facilities, equipment and other capital assets as expressly approved in the Work Program. For expenditures greater that $1,500, the CI'PY must include in the Work Program an explanation as to how all the equipment purchased with the appropriation will continue to be used for the same program through its useful life, or, if the use changes, a commitment to pay back to the Fund an ameunt equal to either the cash value received or a residual value approved by the director of the LCMR, if it is not sold; 5.1.3 Communication costs incurred for telephone calls and postage; 5.1.4 Materials & supplies; 5.1.5 Printing & reproduction costs necessary for contract administration; Publication costs of reports relating to contract accomplishments; 5.1.6 Transportation and travel expenses such as freight rela�ting to goods purchased for the Project, and lodging, meals, and trarsportation of personnel involved in the Project in the same manner a,nd in no greater amount than provided for in the current "Commissioner's Pian" promulgated by the commissioner of Employee Relations; 5.1.7 Wages and expenses of salaried CITY's employees if specified in the Work Program; 5.1.8 Fringe benefit costs of CITY's employees if specified in the Work Program; 5.1.9 Professional services specified in the approved Work Program that are rendered by individuals or organizations not a part of the CITY; 5.1.10 Expenditures incurred after the effective date of the apprnved Work Program and before the effective date of this Agreement. 5.1.11 Items required by the STATE in this agreement that are not included in the Work Program. ' Page 7 The following types of costs are etigible provided that they are directty incurred by the CI7`Y; are solely related to and necessary for producing the work products desctibed in the approved Work Program; a.nd have prior written approval of the STATE: 5.1.12 5.1.13 5.1.14 5.1.15 5.1.16 52 52.1 5.22 5.2.3 52.4 5.2.5 52.6 52.7 5.�.8 5.2.9 Professional services not specified in the approved Work Program that are rendered by individuals or organizations not a part of the CITY; Educational program egpenses such as conferences, seminars, books, materials and supplies; Public ntilities such as water, sewage, electricity; Maintenance and repairs incurred for upkeep of property used directly in the Project which keeps it in an efficient operating ccndition; Administrative expenses such as accounting and budgeting. Any cost not defined as an eligible cost or not included in the approved Work Program shall not be paid from STATE funds committed to the Project. NONELIGIBLE COSTS Noneligible costs for reimbursement means aIl costs not defined as eligible costs, including but not limited to the following: Any costs incurred before this agreement is executed except as provided in Section 5.1.10; Fund raising; Taxes, except sales tasc on goods and services; Insurance, egcept title insurance; Attomey fees; except for acquisition and clearing title tQ land; Loans, grants, or subsidies to persons or entities for development; Bad debts or contingency funds; Interest; Political contributions and Lobbyists. Page 8 °IL-��.� 6. REIMBURSEN�1'P PRACEDURES To obtain reimbursement under this agreement, the CITY shall provide the STATE with evidence that the portion of the deliverable product and its related egpenditures for which payment is requested has been satisfactorily completed. The STATE will make the final determination whether the expenditures are eligible for reimbursemerit under this agreement and verify the total amount requested. All reimbursement requests for this project must be received by the STATE on or before August 15, 1997. No facsimiles wiII be accepted. Requests received after this date will not be eligihle for : eimbursement. 7. ACCOUNTING AND AUDIT The CITY shall maintain books, records, documents, and other evidence pertaining to the costs and expenses of implementing this agreement to the extent and in such detail that will accurately reflect the totai cost of the Project and ali net costs, direct and indirect, of labor, materials, equipment, supplies, services, and other costs and expenses. The CITY shall use generaliy accepted accounting principles. All records shall be retained for five (5) years after the issuance of the final certificate of acceptance by the STATE. : The STATE, its representative, or the legislative auditor shail have the right to examine books, records, documents, and other evidence and � accounting procedures and practices, sufficient to refl�ct properly all direct and indirect costs. The CITY shall make available at all reasonable times and before and during the period of records retention proper facilities for such examination and audit. 8. FIUMAN RIGHTS The CITY, in the conduct of the Project, shall comply with the Americans with Disabilities Act of 1990 (P.L. 100-336); Minnesota Statutes Ch. 363 (the Minnesota Human Rights Act), and Minnesota Statutes Sec. 181.59-60 which forbid discriminatory practices and provide for affirmative action; and all applicable rules and subsequent amendments. 9e WORKERS COMPENSATION . The CITY �� the sanduct of the Project shall comply with the provisions ` � for workers compensation in Minnesota Statutes, 5ec. 176.181 subdivision 1 and Sec. 176.182. Page 9 io . LIABII.ITY Each party agrees that it will be responsible for its own acts and the results thereof to the extent authorized by law and shall not be responsible for the acts of the other party and the results thereof. The STATE's and the CITY's liability shall be governed by the provisions of the Minnesota Tort Claims Act, Minnesota Statutes Sec. 3.736, and other applicable law. ii. Z� 11.1 EFFECTIVE DATE This Agreement shall become legally effective upon such date as it is eaecuted by the Commissioner of F'inance or July 1, 1995, whichever is later and shall remain in effect until June 30, 1997 or until all obligations set forth in this Agreement have been satisfactorily fulfilled, whichever occurs first. 112 TERMINATION This Agreement may be terminated by the STATE for cause at any time upon seven (7) days written notice to the CITY. Cause shall mean a material breach of this Agreement and any supplemental agreements or amendments thereto. This Agreement may also be terminated by the STATE in the event of a default by the CITY or in the event that the legislature no longer appropriates monies for the Project. This Agreement may be terminated by the STATE or the CITY at any time with or without cause upon tiurty (30) days' written notice to the other party. In the event of such a cancellation, the CITY shall be entitled to payment determined on a pro rata basis for work or services satisfactorily performed. 11.3 AMENDMENTS � This Agreement may be amended in writing by the mutual agreement of the STATE and the CITY. Amendments must be consistent with the Work Program and its approved amendments. 12. ANTPiRUST PROVISION The CITY hereby assigns to the State of Minnesota any and all claims for overcharges as to goods and/or services provided in connection with the Agreement resulting from antitrust violations which arise under the antitrust laws of the United States and the;antitrust laws of the State of Minnesota. Page 10 9c. —�c.� is. cHOic� oF Law All matters relating to the performance of this Agreement shall be controlled by and determined in accordance with the laws of the State of Minnesota. CITY OF SAINT PAUL B y' -- Mayor DEPARTMENT �OF BOARD OF WATER AND S�IL RESOURCES By' ------------- Executive Director Date: By� ----------- Director, Department of Public Works Date: By� -- ----- Director, Department of Finance and Management Service Date: Approved as to form: By ' ----------------- Assistant City Attorney Date: Date: Commissioner of Finance �� Date: Approved as to form and execution Hubert H. Humphrey, III By' ------�-------• Assistant Attorney General Date: A certified copy of the City of St. Paul R,esoF�.tion unconditionally approving this Agreement is attached as Exhibit C. Page 11 List otE�hibits A. Work Pro�Bnt With LCl1� Approval Letter : � �•� :�.• • .� �.:�� �� : �� a � I M: � 1 1 ' I 1 ' 1� I i�. 1� � 1 N D. Confirmation of Match Support from the 1Vlinnesota Watexfowl ASSOCiation �� 1��f !✓IUUQ�d �n /rl�.S C�D�J • Page 12 � °t � — t c, � � � DEStGN SERVICES AGREEMENT BETINEEN THE UNIVERSITY OF MINNESOTA . � THE CITY OF SAlNT PAUL, MINNESOTA �- 1 PRELlMINARY DESlGN OF THE PHALElV W�ETLAN� RESTORATION PROJECT �c.—tc.2 Finance File No. ENGINEERING SERVICES AGREEMENT This AGREEMENT, dated this of February, 1996, by and between the CTI'Y OF SAINT PAUL, a Municipal Corporauon of the State of Minnesota, (hereinafter "CTTY") and the University of Minnesota, (hereinafter "CONSIJLTANT"). WHEREAS, the CITY has been awarded a$115,OOQ grant from the Legislative Commission on Minnesota Resources (LCMR) to restore about four acres of wedand at the south end of Lake Phalen, and WHEREAS, the CTI'Y will also be receiving additional grants from Reinvest in Minnesota ($10,000} and from the Minnesota Waterfowl Association ($10,000) for this project, and WHEREAS, the Phalen Wetland Restoration Project provides a unique opportunity to restore a wetland in an urban setting, and WHEREAS, the project will create the following benefits: it will become a neighborhood amenity, it wili restore the site's naturai stormwater cleaning function, it will reduce non-point source poliution, it will enhance wildlife habitat, it wili expand our understanding of how to achieve biodiversity in restored wetlands, and it will provide an environmental education resource. NOW, THEREFORE, in consideradon of the mutual terms and conditions, promises, covenants, and payments hereinafter set forth, the CTTY and CONSULTANT agree as follows: ARTICLE I- SCOPE OF CONSULTANT SERVICES This AGREEMENT shall cover professional services for the preliminary design of the Phalen Wetland Restoration Project, (hereinafter "PROJBCT"). The scope of services under this AGREEMENT includes the tasks listed in ARTTCLE III. , ARTICbE II - T�iE �ITF'S RE�P��t�fBll�,��'�]ES Under this AGREEMENT, the CIT'Y will designate Mr. Mike Kassan, Saint Paul Public Works, as Manager of this AGREEMENT. CITY Manager shall be responsible for all communications related to the day-to-day conduct of the AGREEMENT. CTTY Manager shall have the authority to transmit instructions; :receive information, and interpret and define the CTTY'S policies and decisions pertinent to the work covered by page 1 � this AGREEMENT: The CTTY Manager may assist the CONSULTANT by placing at its disposal all available information pertinent to the PROJECT, including sewer record information, reports and other data pertinent to the PROJECT. ARTICLE III - SERVICES TO BE PROVIDED BY THE CONSULTANT A. PROJECT MANAGEMENT The' Project Manager shall have overall responsibiliry for coordination, management and reporting on this PROJECT. The Project Manager for this PROJECT will be Joan Nassauer, FASLA Professor and Head of the Department of Landscape Architecture, Universiry of Minnesota. In the event the CONSULTANT chooses to re- assign this responsibility to a different Project Manager, the repIacement will be submitted to the CTI'Y for approval. The CONSULTANT shall submit monthly status reports to the CITY Manager. B. PRELIMINARY DFSIGN Provide a preliminary design concept and design guidelines for the area of the Phalen wetland restoration south of Lake Phalen and north of Maryland Avenue. This concept will emphasize percepuon of the wedand by commanity residents and poten6al for monitoring of wetland ecological function. The preliminary design will study and expand our understanding of how to achieve biodiversity in wetland restoration and will show how this restored wetland may be incorporated into an overall plan for the Phalen Village area of St. Paul. Assist CTTY in preparation of the Request For Proposal for the detailed design and for the consiruction of the PROJECT. C. FINAL DESIGN AND INSPECTION Review the final design documents and assist in the construcuon inspecuon of the Phalen wetlan� restoration. ARTICLE IV - TIME SCHEDULE A. AUTHORIZATION TO PROCEED page 2 °ic.-Ic� CONSULTANT shall commence work on the PROJECT promptly upon receipt of notice to proceed from the CTTY. CONSULTANT shall proceed to completion without undue delay, except as provided in sub pazagraph C of this Article. B. COMPLETION OF THE PROJECT CONSLJLTANT shall deliver five copies of the preliminary design to the CITY by February 15, 1996. C. TIIvIE EXTENSIONS OF COMPLETION PERIODS CIT'Y may extend the aforesaid time completion upon written request from the CONSULTANT because of delays encountered that aze beyond their control. The extent of this time extensian shall be deternuned by the CITY. ARTICLE V - COMPENSATION A. METHOD OF PAYMENT 1. In consideration of the CONSULTANT'S faithfui performance of this AGREEMENT, the CTTY will pay the CONSULTANT an amount not to exceed the lump sum bid of twenty-four thousand five hundred and eighty-one dollars ($24,581). 2. The CTI'Y agrees to pay the CONSULTANT fourteen thousand four hundred and seventeen dollars ($14,417) within thirty (30) days following the signing by all parties to this AGREEMENT. An additional ten thousand one hundred and sixty-four dollars ($10,164) will be paid by the CTI'Y to the CONSULTANT on May 1, 1996. B. ADDTTIONAL COMPENSATION In the event that conditions azise during the course of this Project that would alter the scope of services described in this AGREEMENT for which the CITY would request additionai professionai services, the CONSULTANT must submit to the CTTY Manager, a written request for extra compensation for the additional professional services within ten (10) days of the CTTY'S request. Upon AGREEMENT between the CITY and the CONSLTLTANT as to the amount of such extra compensation when it has been determined that such an amount exceeds the maJCimum amount of $24,581 mentioned above, a supplemental to this AGREEMENT will be entered into establishing the scope and extent of the additional professional services. page 3 C. RECORDS AND AUDTTS 1. CONSULTANT shall maintain books, records, documents, and other evidence pertaining to the costs and expenses of implementing this agreement Yo the extent and in such detail that will accurately reflect the total cost of the PROJECT and all net costs, direct and indirect, of labor, materials, equipment, supplies, services, and other costs and expenses. The CONSULTANT shall use generally accepted accounting principles. All records shall be retained for five (5) years after the issuance of the final certificate of acceptauce by the CTI'Y. The CONSULTANT shall also maintain the financial information and data used in the preparation or support of the cost submission for any negotiated subagreement or change order and a copy of the cost summary submitted to the CTTY. The CIT`Y and the State of Minnesota, its representative, or the Legislative Auditor shall have the right to examine books, records, documents, and other evidence and accounting procedures and practices, sufficient to reflect properly aIl direct and indirect costs. The CONSIJLTANT shall make available at all reasonable fimes and before aud during the period of records retention proper facilities for such examinarion and audit. 2. Audits conducted under this provision shall be in accordance with generally accepted auditing standazds and with established procedures and guidelines of the reviewing or audit agency(ies). 3. Records under paragraphs 1. and 2. above shall be maintained by the CONSULTANT during performance under this AGREEMENT. In addition, those records which relate to any controversy arising due to litigation, the setdement of claims arising out of such performance or to costs or items to which an audit exception has been taken shall be maintained by the CONSULTANT. The CONSULTANT shall deliver to the CTTY a certified copy of all such material. 4. Access to records is not limited to the required retention periods. The CTTY shall have access to records at any reasonable time for as long as the records are maintained. 5. The right of access clause in paragraph 4 of section C of this Arkicle applies to financial records pertaining to all subagreements (except formally advertised, competitively awarded, fixed price subagreements) and all subagreement change orders regardless of the type of subagreement and all subagreement amendments regardless of the type of subagreement. In addition, this right of access applies to ail records pertaining to all subagreements, subagreement change orders and subagreement amendments: a. To the extent the records pertain directly to subagreement performance; b. If there is any indication that fraud, gross abuse or corrupt practices may be invoived; or c. If the subagreement is terminated for default or for convenience. page 4 �L-«� ARTICLE VI - GENERAL CONDITIONS A. TERMINATION 1. This AGREEMENT may be terminated in whole or in part in writing by either party in the event of substantial failure by the other party to fulfill its obligations under this AGREEMENT through no fault of the ternunating party, provided that no ternunation may be effected unless the other party is given (1) not less than seven (7) calendar days written notice (delivered by certified mail, return receipt requested) of intent to ternunate and (2) an opportunity for consultadon with the ternunating party prior to ternunation. 2. This AGREEMENT may be terminated in whole or in part in writing by the CTTY for its convenience, provided that the CONSULTAN'T is given (1) not less than seven (7) calendar days written nodce (delivered by certified mail, return receipt requested) of intent to terminate and (2) an opportunity for consultation with the CTTY prior to termination. 3. If termination for default is effected by the CTTY, an equitable ad}ustment in the price provided for in this AGREEMENT shall be made, but any payment due to the CONSULTANT at the time of termination may be adjusted to cover any additional costs to the CTTY because of the CONSiJLTANT's default. 4. Upon receipt of a termination action under paragraphs 1. or 2. above, the CONSULTANT shall (1) promptly discontinue all affected work (unless the notice directs otherwise) and (2) promptly deliver to the CTTY all original data, drawings, specifications, reports, esdmates, summaries and such other information and materials as may have been accumulated by the CONSULTANT in performing this AGREEMENT whether completed or in process. 5. Upon termination under pazagraphs 1. or 2. above, the CITY may take over the work and may award another party a subagreement to complete the work under this AGREEMENT. 6. If, after termination for failure of the CONSULTANT to fulfill contractual obligations, it is deternuned that the CONSULTANT had not failed to fulfill contractual obligations, the termination shall be deemed to have been for the convenience of the CITY. B. NONDISCRIMINA'ITON The CONSULTANT, in the conduct of the PROJECT, shall comply with the Americans with Disabilities Act of 1990 (P.L. 100-336); Minnesota Statutes Ch. 363 (the Minnesota Human Rights Act), and Minnesota Statutes Sec. 181.59-60, and in page 5 accordance with Chapter 74 of the Saint Paul Legislative Code, which forbids discriminatory practices and provide for affirmative acrion; and all applicable rules and subsequettt amendments. This AGREEMENT may be canceled or ternrinated by the CTTY and all money due to or to become due hereunder shall be forfeited for a second or any subsequent violation of the nondiscrimination provisions of the AGREEMENT. C. WORKERS COMPENSATION The CONSULTANT in the conduct of the PROJECT shall comply with the provisions for workers compensation in Minnesota Statutes, Sec. 176.181 subdivision and Sec. 176.182. D. LIABILTTY Each party agrees that it will be responsible for its own acts and the results thereof to the extent authorized by law and shail not be responsible for the acts of the other party and the results thereof. The CTTY's liability shall be govemed by tt�e provisions of the Minnesota Tort Claims Act, Minnesota Statutes Sec. 3.736, and other applicable law. E. ASSIGNMENT The services of the CONSULTANT to be performed hereunder are personal and shall not be assigned, sublet or trattsferred, unless written authority to do so is granted by the CTI'Y, except as provided herein. ID71►i17�l�i►i1111'/:\�1�71►`f.Y117VC� The CONSiJLTANT shall indemnify, save harmless, protect and defend the CITY and all of their officers, agents and employees from all suits, actions or claims of any character brought for or on account of any injuries or damages received by any person or property resulting from an error, omission or negligent act of the CONSULTANT or any persons empioyed by the CONSULTANT, in carrying out the terms of this AGREEMENT. G. INDEPENDENT CONTRACTOR For the purpose of this AGREEMENT, the CONSULTANT`shall'be deemed to be an independent contractor and not an employee of the CTTY. Any` and all employees of the CONSULTANT or other persons while engaged in the performance of any work or page 6 � ° lb- 1�� services required by the CONSULTANT under this AGREEMENT, shall not be considered employees of the CTTY and any and all claims that may or might not arise under the Workmen's Compensation Act of Minnesota on behalf of said employees or other person while so engaged, and any and all claims made by any third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services to be rendered shall in no way be the obligation or responsibility of the CTTY. The CONSULTANT shall pay as they become due, all just claims for work, tools, machinery, skills, materials, insui�ance premiums, equipment and supplies furnished, rendered or performed in the execution of this AGREEMENT. H. PERSONNEL AND FACILITIES The CONSiJLTANT has adequate personnel and facilities to complete the work under this AGREEMENT and shall maintain adequate personnel and facilities until all work under this AGREEMENT is completed. I. OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS All rights, title, and interest to all intellectual property rights, including patents, copyrights, services and trade marks, in all materials conceived or originated by CONSULTANT either individually or jointiy with others, which arise out of the performance of this AGREEMENT, are jointly owned by the City, the CONSULTANT and the State of Minnesota herein after called the STATE. The STATE's ownership shall equal the percentage of the total project cost paid for by STATE funds under this appropriation by the L.egislative Commission on Minnesota Resources herein after called the LCMR. Any report, study, computer software, data base, model, invention, photograph, negative, audio or video recording, or other item or document, in whatever form, created or prepared by the CONSULTANT in the performance of its obligadons under this AGREEMENT are the exciusive property of the CITY and the STAT'E except where stated otherwise in this AGREEMENT. The CONSULTANT, at the request of the CTI'Y, shall execute any necessary documents necessary to transfer ownership rights to the CTTY. Whenever any invention, improvement, or discovery (whether or not patentable) is made or conceived for the first time, actually or constructively reduced to practice by the CONSULTANT or its employees in the course of or in connection with this AGREEMENT, the CONSULTANT shall immediately give the CTTY written notice thereof, and shall promptly furnish the CTTY with complete information thereon. The STATE, in consultation with the LCMR, the CONSULTANT and the CIT'Y, has the sole right to deternune whether or not and where a patent application shall be filed. The CTTY and the STATE reserve the right to use for their own purposes any page 7 intellectual property right produced as the result of the PROJECT without payment to the other party. The parly using said product shall protect the intellectual property rights to the product and advise the other party of its use. The STATE reserves "march-in" rights which can be exercised if the CITY fails to market or offer to mazket any product resulting from activities undertaken pursuant to this AGREEMENT within three (3) yeazs from the terminauon of this AGREEMENT, notwithstanding the above provisions of this section. J. OWNERSHII' OF RESEARCH RESULTS If, within three (3) years of the termination of this agreement, the CTI'Y elects not to comriiercialize any product derived from the reseazch conducted under this PROJECT, the reseazch materials shall be retumed to the STATE without cost and free and clear of any obligation to the CTTY. The CONSULTANT represents and warrants that the material produced under this AGREEMENT does not and will not infringe upon the intellectual property rights of another, including patents, copyrights, trade secrets, trade and services marks and names, The CONSULTANT will defend and indemnify the CITY at the CONSULTANT's expense any claims or actions brought against the CTTY to the extent that it is based on a claim or action that all or part of the material infringes upon the intellectual property rights of another. The CONSULTANT is responsible for obtaining any necessary licenses to use the intellectual property rights of another. K. THIRD PARTY BENEFICIARY The Legislative Commission on Minnesota Resources is a third party beneficiary to this AGREEMENT. L. ACKNOWLEDGMENTS The CONSULTANT agrees to acknowledge the STATE's financial support for this PROJECT. Any statement, press release, bid, solicitation, or other document issued describing the PROJECT shall provide information on the amount and proportion of STATE funds supporting the total cost of the PROJECT and will contain the following language: "Funding for this project was approved by the Minnesota Legislature, 1995 Minnesota Laws, Ch. 220, Sec. 19, Subd. 8(e) as recommended by the Legislative Commission on Minnesota Resources from the Environment and NaturalResources Trust Fund." page 8 �t�-i�� M. PURCHASE OF RECYCLED AND RECYCLABLE MATERIALS The CONSULTANT shall comply with Minnesota Statutes Ch. 16B.121 to 16B.123 requiring the purchase of recycled, repairable, and durable materials, the purchase of uncoated paper stock, and the use of soy-based ink, the same as if it were a state agency. Any deliverables submitted to the CTTY will be rejected if not in compliance and will be deemed late and/or unacceptable. N. PUBLICATIONS The STATE agrees that researchers engaged in this PROJECT are encouraged to present at symposia, national or regional professional meetings, and to publish methods and results of the project in journals, theses or dissertations or otherwise of their own choosing provided necessazy steps have been taken to protect the patents, copyrights, and other intellectual property rights resulting from the project. Research results must include the acknowledgement provided for in Section K. O. CONTACT PERSONS The authorized contact person for the University of Minnesota is: Joan I Nassauer, FASLA Professor and Head Department of Landscape Architecture University of Minnesota 125 Architecture 89 Church Street S.E. Minneapolis, Minnesota 55455 7fie acting fiscal agent for the University of Minnesota is: Amy Levine Office of Research and Technology Transfer Adminisuation University of Minnesota 1100 Washington Avenue South Suite 201 Minneapolis, Minnesota 55415-1226 The authorized contact person for the City of Saint Paul is: . Mike Kassan Saint Paul Department of Public Works 1000 City Hall Annex 25 West 4th Street Saint Paul, Minnesota 55102 page 9 IN WITNFSS WHEREOF, the parties hereto have caused this AGREEMENT to be executed in their behalf respectively as of the day and year first above written. Approved as to form: I� Assistant City Attorney CTTY OF SAINT PAUL, MINNESOTA By: Norm Coleman, Mayor Ciry of Saint Pau1 UNIVERSTTY OF MINNESOTA By: Joan I. Nassauer Professor and Head Department of Landscape Architecture By: Stacy M. Becker Director, Deparlment of Public Works f� By: Martha Larson Director, Department of Finance and Management Service FUNDING ACCOUNT GL-260-22225-0217 Department of Public Works page 10 �` -��� �,�,�6,°� G JOINT POWERS AGREEMENT BETWEEN THE STATE OF MINNESOTA, DEPARTMENT OF NATURAL RESOURCES, AND THE CITY OF SAIN� PAUL REGARDING THE � PHALEN WETLAND RESTORATION ��-��'7 Finance File Number THIS AGREEMENT is made between the State of Minnesota, Department of Natural Resources, hereinafter, the "State", and the City of St. Paul, hereinafter the "City". WHEREAS the Phalen Chain of Lakes and associated parks and open spaces are part of the Mississippi Flyway, a major migratory route for birds and a significant natural resource; and WHEREAS, complexes of wetlands, lakes and uplands along this corridor provide significant habitat for fish and other aquatic species, as well as terrestrial species and birds that use the corridor as primary habitat, dispersion routes or migration routes; and WHEREAS, the Phalen Regional Park is a heavily used recreation resource for Metropolitan Area residents, and a highly visible and accessible location for public education about the values and functions of wetlands; and WHEREAS, Phalen Regional Park, an open space owned and operated by the City of St. Paul, is situated within the migratory corridor, and provides important habitat for fish and wildlife; and WHEREAS, the City of St. Paul proposes to restore and enhance wetlands within and adjacent to the cunent park in cooperation with the partners in the Phalen Chain of Lakes Watershed Project, in which both the City and the State are partners; and WHEREAS, the City and State acknowledge the importance of the park properties and desire to work together pursuant to Minn. Stat. Section 471.59 to restore, enhance, and protect the fish and wildlife habitat values at the Phalen Wetland Restoration site; and WHEREAS, the State is authorized to provide funds in this endeavor under the Reinvest In Minnesota program, Minn. Stat. Section 84.95 (1992) and the Critical Habitat Private Sector Matching Account, Minn. Stat. 5ection 84.943 (1992): NOW THEREFORE, the parties to this agreement agree as follows: The City shall, Page 1 1. In conjunction with the restoration of wetlands, provide and implement a site plan which includes habitat enhancement cooperatively agr�ed upon by both the City and State. The plan will include specific start and end dates as well as project phases which will be reimbursabie upon compietion of each project phase. 2. Restore four acres of wetlands south and east of Phalen Lake, as the first phase of the Phalen Wetland Park project, within the Phalen Regional Park, as shown on Exhibit A(attached hereto) as follows: a. The wetland and adjacent upland wi11 be heavily planted and maintained with native irees, shrubs and grasses, to restore natural ecological structure and function. b. Access to wetland will be on foot and bike pati�s. The restored wetland will also be visible from an adjacent parkway. c. T'he wetiand use witl be primarily for wildtife habitat. d. A"minimum mow" policy will be followed within the wetland. e. Educational material that discuss the values of wetlands, process of restoration, and appropriate maintenance will be prominently dispIayed for view of those using the park and recrearional trails. 3. Grant to the state at no cost, at the initiation of construction, a perpetual conservation easement for the area of the wedands. 1fie condirions of the easement are provided in Exhibit B(attached hereto). 4. Make available to the state and the State Auditor for examination it's books, records, documents and accounting procedures and practices relevant to this agreement. The State shall, 1. Cooperate with and assist city staff and consultants in developing project plans and specifications. 2, Provide Reinvest in Minnesota (RIM) funds from the Critical Habitat match account in an amount not to exceed $20,000. The exact amount to be Page 2 � q c.— ICrj detemuned when the specific design and consiruction plans and processes have been agreed upon by the City and State. 3. Reimburse the City upon completion of each phase of the project's construction. 4. Accept the perpetual conservation easement from the City. This Agreement is contingent upon: 1. The State receiving approval for expenditure of RIM Criucal Habitat Match funds on this project by the L.egislarive Commission on Minnesota Resources. 2. The State receiving the perpetual conservation easement. 3. 'The City obtaining all applicable pernuts and approvals. Miscellaneous Provisions: 1. Each party agrees that it will be responsible for its own acts and the results thereof, to the extent authorized by law, and shall not be responsible for the acts of the other party or the results thereof. The State's liability shall be covered by the Minnesota Tort Claims Act, Minn. Stat. Sect. 3.736 and other applicable law. 2. The State's agent for this agreement is: Kim Hennings, Land Acquisition Coordinator Minnesota Department of Natural Resources Box 7, DNR Building 500 Lafayette Road Saint Paul, Minnesota 55155 (Telephone # 297-2823) 3. The City's agent for this agreement is: Mike Kassan, Civil Engineer III Saint Paul DepartmPn± of Public Works 1000 City Hall Annex 25 West 4th Street Saint Paul, Minnesota 55102 (Telephone # 266-6249) Page 3 IN WITNESS WHEREOF, the parties have executed this agreement CTTY OF ST. PAUL By: MAYOR Date: SUPERINTENDENT OF PARKS AND RECREATION By: . Date: APPROVED AS TO FORM AND EXECUTION CTTY ATTORNEY By: Date: STATE OF MINNESOTA DEPARTMENT OF I'dATURAL RESOURCES B _ Title: Date: APPROVED AS TO FORM AND EXECUTION BY THE ATTORNEY GENERAL By: . Date: COMMISSIONER OF FTNANCE By: _ Date: °1 L —�c.� EXHIBIT B: Conditions For The Perpetual Conservation Easement The State of Minnesota, Department of Natural Resources, reserves a perpetual conservation easement on that part of the property conveyed in this deed described as foilows: COUNTY: Ramsey SI7.E (ACRES): LEGAL DESCRIPTION: 11us easement shall run with the land and shall be binding upon the Grantees, their heirs, successors and assigns. The following practices and uses of the easement areas described above are prohibited: 1) altering wildlife habitat and other natural features, unless specifically approved by the Department of Natural Resources it successors or assigns, hereinafter refened to as the "DNR"; 2) placing, erection, or construction any structures or objects of any type, temporary or permanent, on the easement areas, except for a bike/pedestrian trail, not to exceed 12' in width, and informational signage; 3) cutting or trimming of trees or shrubs, except as necessary to prevent trees or limbs from falling on the bike/pedestrian trail; 4) spraying of chemicals or mowing, except as necessary to comply with noxious weed control laws or emergency control of pests necessary to protect public heaith; and 5) draining, filling, or altering of wetlands. 6) dumping of trash, ashes, junk, rubbish, garbage, or offal upon the easement azea. FURTHER, the Staie oi it�finnesoia reserves ttre r'rght to enter ugon the easement area for the purposes of inspection and enforcement of the easement, together with the right to ingress and egress to the easement azea from a public road. Established access routes shall be used whenever feasible. Y t FUR'TI�R, this conservarion easement shall not be deemed to prohibit the repair and inspection necessary to maintain e�sting public drainag� system, provided the easement area is restored to its prior conditions to the extent possible. FINALLY, any ambiguities in this easement shall be consirued in a manner which best effectuates the purpose of protecting soil, improving water qualiry, and enhancing wildlife habitat.