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HomeMy WebLinkAbout06.j. Approve Reimbursement Agreement between the Board of Regents of the University of MN and the City of Rosemount for the UMore AUAR Update EXECUTIVE SUMMARY City Council Regular Meeting: June 19, 2018 AGENDA ITEM: Approve Reimbursement Agreement between the Board of Regents of the University of MN and the City of Rosemount for the UMore AUAR Update AGENDA SECTION: Consent PREPARED BY: Kim Lindquist, Community Development Director AGENDA NO.: 6.j. ATTACHMENTS: Reimbursement Agreement APPROVED BY: LJM RECOMMENDED ACTION: Motion to Approve Reimbursement Agreement for UMore AUAR Update. SUMMARY The AUAR for UMore was approved by the City on October 15, 2013. Every five years the document must be updated to keep it valid. The City has obtained a quote to update the document with an estimated cost of $16,764 to be completed prior to the end of 2018. Similar to other environmental reviews conducted by the City, the applicant benefiting from the review pays the cost of the report. The University is recommending use of a reimbursement agreement, similar to that used when the initial AUAR was conducted. The City Attorney has reviewed the document and is comfortable with the language as is. RECOMMENDATION Staff is requesting approval of the attached reimbursement agreement 1 REIMBURSEMENT AGREEMENT This REIMBURSEMENT AGREEMENT (the "Agreement"), is entered into effective June ___, 2018 ("Effective Date"), by and between Board of Regents of the University of Minnesota (the "University") and City of Rosemount (the "City"). RECITALS WHEREAS, the University owns approximately 5,000 acres of land commonly known as UMore Park within the City and Empire Township; and WHEREAS, development of UMore Park (the "UMore Park Development") requires environmental review under Minnesota Rules, Chapter 4410; and WHEREAS, the City, the University, and Empire Township completed an Alternative Urban Areawide Review ("AUAR"), as provided in Minnesota Rules, Chapter 4410, for the UMore Park Development, with the City serving as the Responsible Governmental Unit (“RGU”), which final AUAR is dated August 21, 2013 and was adopted by the City on October 15, 2013; and WHEREAS, pursuant to the provisions of Minnesota Rules Section 4410.3610, the AUAR must be updated (the “AUAR Update”); and WHEREAS, the City, as RGU, will be responsible for the preparation, publication, and distribution of the AUAR Update; and WHEREAS, the City has engaged its consultant, WSB & Associates, Inc.(“WSB”), to assist in the AUAR Update process; and WHEREAS, the University has agreed to reimburse the City for certain fees and costs it is required to pay to WSB in connection with the AUAR Update; and WHEREAS, the University and the City desire to enter into this Agreement to memorialize the specifics of the allocation of responsibilities and the University's commitment regarding its reimbursement of certain of the City's expenses related to the AUAR Update. NOW, THEREFORE, in consideration of the mutual obligations of the parties contained herein, it is agreed by the parties as follows: AGREEMENT 1.Term of Agreement. The term ("Term") of this Agreement shall commence on the Effective Date and continue until terminated by mutual consent, but shall in no event extend beyond December 31, 2018. 2 2.UMore Park Development Project; AUAR. Pursuant to a resolution adopted by its Board of Regents in February of 2015, the University is pursuing market-based development of the UMore Park Development, selling the land to commercial, light industrial, and residential developers, and incorporating elements of the original Concept Master Plan developed in 2008 when there is private market demand for such elements and such elements enhance the development value of the remaining site. A map depicting the AUAR study area consisting of the UMore Park Development and 120 contiguous acres is depicted on Exhibit A. The AUAR analyzed four development scenarios. 3.AUAR Update. The City has retained WSB to perform technical analysis and writing services for the City in connection with the AUAR Update as described in the work plan and process set forth in letter dated April 2, 2018, which is attached to this Agreement as Exhibit B. The City has approved the work plan and process. The University agrees that these are reasonable. The University is responsible for fees charged by WSB as provided in Section 4, below. a.Project Management Team. The City shall form an AUAR Update Project Management Team ("PMT") to implement preparation of the AUAR Update. The University shall be represented on the PMT by members of the University staff. b.Schedule. The City will use its best efforts to complete the AUAR Update in accordance with the schedule attached to Exhibit B. c.Cooperation; Consultation with University. The City and the University intend to work cooperatively to economically and efficiently complete an AUAR Update that fully satisfies the requirements of the law. Toward that end, the City shall allow the University to fully participate in the development of the AUAR Update and provide to the University for review and comment the draft, revised and final versions of the AUAR Update documents, including the plan for mitigation, which the City proposes to submit for Environmental Quality Board (the "EQB") review or to distribute, at least fifteen (15) business days before submission, distribution or publication. The City shall provide to the University copies of all comments and objections received by the City from the public or governmental units and agencies to the draft and final AUAR Update documents promptly after their receipt and allow the University to fully participate in the preparation of responses to the comments and objections. The City shall similarly provide in advance to the University for review and comment any updates and reports the City will submit to the EQB under Rule 4410.3610, Subps. 7 and 8. 4.Reimbursement Obligation. The parties to this Agreement are both accountable to the public for their expenditures and, accordingly, the City will prudently manage the process of developing the AUAR Update so as to assure that the costs borne by the University are reasonable. The University agrees, within thirty (30) days of its receipt of each of the Invoices (as defined in Paragraph 5 below), to reimburse the City for the reasonable out-of- pocket costs and expenses that the City pays to WSB (the "Reimbursable Costs"). If this Agreement is terminated before the AUAR Update is adopted, the University agrees that it shall 3 reimburse the City the Reimbursable Costs the City has incurred for services rendered on or before the termination date. For clarity, Reimbursable Costs do not include costs and expenses of City staff, including the costs and expenses of Brian Erickson when he is acting in his capacity as Director of Public Works/ City Engineer. 5. Invoicing. The City agrees to provide the University, within thirty (30) days following the end of each calendar month during the Term, detailed written invoices and supporting documentation identifying the Reimbursable Costs that the City incurred during the prior month (collectively the "Invoices"). Requests for travel and subsistence expenses must be supported by documentation which clearly indicate prudent use of public funds. Within fifteen (15) days of its receipt of an Invoice, the University may request, in writing, that the City furnish additional information to explain or substantiate any of the costs for which the City seeks reimbursement. 6. Estimates. The University and City agree that the estimate of $16,764 provided by WSB in Exhibit B in connection with the AUAR Update is reasonable. The University acknowledges that the estimate is based on information available as of the time it was provided and that neither the City nor its consultant has guaranteed that the AUAR can be completed for the amount or within the timeframes set forth in Exhibit B. The City agrees that it will use its best efforts to manage the work of WSB so as to keep Reimbursable Costs for the AUAR within the estimate. The City will immediately notify the University in writing when it becomes aware that the estimate(s) will or are likely to be exceeded, and will provide revised estimate(s) and a detailed explanation of the basis for the change with such notification. The City shall give good faith consideration to any objections received from the University regarding any increase in Reimbursable Costs over the estimate. 7.Independent Contractors. The parties agree, subject to the University's obligations in Sections 3 and 4, that each party is solely responsible for payment of all wages, benefits, taxes, and insurance on behalf of its employees, contractors or agents relating to the AUAR Update. Nothing contained in this Agreement can or shall be interpreted as creating an employee relationship between the parties and no employee or contractor of either party shall be considered an employee or contractor of the other party. 8.Merger; Counterparts. The entire Agreement between the parties is contained here and this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission will have the same legal effect as delivery of an original signed copy of this Agreement. 9. Modification. This Agreement may be modified or amended only in writing and upon signatures by the parties. 10. Severability. The provisions of this Agreement are deemed severable. If any part of this Agreement is rendered void, invalid, or unenforceable, such finding shall have no 4 effect on any other portion of this Agreement. 11.Headings and Captions. The headings and captions contained in this Agreement are for convenience only and are not intended to alter any of the provisions of this Agreement. 12.Controlling Law. The laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and construction of this agreement and the legal relations between the parties and performance under it. 13.Third Parties. This Agreement is between the University and the City as the only parties and no provision of this Agreement shall in anyway inure to the benefit of any third person (including the public at large) so as to constitute any such person as a third party beneficiary of the Agreement or of anyone or more of the terms hereof, or otherwise give rise to any cause of action in any person not a party hereto. Regents of the University of Minnesota By: Name: Michael A. Berthelsen Title: Vice President for University Services Date: June 14, 2018 CITY OF ROSEMOUNT By: Name: William Droste Title: Mayor Date: June 19, 2018 A-1 EXHIBIT A B-1 EXHIBIT B B-2 B-3 B-4