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04/18/2006 - Minutes (2) PROCEEDINGS OF THE CITY COUNCIL OF SALT LAKE CITY, UTAH WORK SESSION TUESDAY, APRIL 18 , 2006 The City Council of Salt Lake City, Utah, met in a Work Session on Tuesday, April 18, 2006, at 5 : 30 p.m. in Room 326, City Council Office, City County Building, 451 South State Street. In Attendance : Council Members Carlton Christensen, Van Turner, Eric Jergensen, Nancy Saxton, Jill Remington Love, Dave Buhler and Soren Simonsen. Also in Attendance : Cindy Gust-Jenson, Executive Council Director; Acting Mayor Rocky Fluhart; Mary Guy-Sell, Intermodal Hub Consultant; LuAnn Clark, Housing and Neighborhood Development Director; Alex Ikefuna, Planning Director; Rosemary Kappas, Salt Lake Housing Authority Director; Everett Joyce, Community Planning/Land Use and Transportation Planner; Janice Jardine, Council Land Use Policy Analyst; D. J. Baxter, Mayor' s Senior Advisor; Edwin Rutan, City Attorney; Chris Bramhall, Senior City Attorney; Russell Weeks, Council Policy Analyst; Jennifer Bruno, Council Policy Analyst; Lynn Pace, Deputy City Attorney; Lehua Weaver, Council Constituent Liaison; Dan Mule' , City Treasurer; Sam Guevara, Mayor' s Chief of Staff; John Spencer, Real Property Agent; Greg Thorpe, Utah Transit Authority; and Beverly Jones, Deputy City Recorder. Councilmember Buhler presided at and conducted the meeting. The meeting was called to order at 5 : 34 p .m. AGENDA ITEMS #1 . 5 : 34 : 52 PM INTERVIEW MARY GREEN PRIOR TO CONSIDERATION OF HER APPOINTMENT TO THE HOUSING AUTHORITY. Councilmember Buhler said Ms . Green' s name would be forwarded to the Consent Agenda for approval . #2 . 5 : 40 : 31 PM INTERVIEW MATTHEW T. WIRTHLIN PRIOR TO CONSIDERATION OF HIS APPOINTMENT TO THE PLANNING COMMISSION. Councilmember Buhler said Mr. Wirthlin' s name would be forwarded to the Consent Agenda for approval . #3 . 5 : 53 : 37 PM HOLD A FOLLOW-UP DISCUSSION REGARDING ROWLAND HALL - ST. MARK' S SCHOOL REQUEST TO REZONE PROPERTY LOCATED AT APPROXIMATELY 1443 EAST SUNNYSIDE AVENUE FROM OPEN SPACE (OS) TO INSTITUTIONAL (I) AND TO AMEND THE EAST BENCH MASTER PLAN FUTURE LAND USE MAP. (MT. OLIVET CEMETERY) (PETITION NOS . 400-05-08 AND 400-05-09) View Attachments Lynn Pace, Janice Jardine, Everett Joyce and Alex Ikefuna briefed the Council from the attached handouts . 06 - 1 PROCEEDINGS OF THE CITY COUNCIL OF SALT LAKE CITY, UTAH WORK SESSION TUESDAY, APRIL 18 , 2006 #4 . 6 : 25 : 24 PM RECEIVE A FOLLOW-UP BRIEFING REGARDING THE ONE-YEAR ACTION PLAN FOR PROPOSED COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) , EMERGENCY SHELTER GRANT (ESG) , AMERICAN DREAM DOWNPAYMENT INITIATIVE (ADDI) , HOUSING OPPORTUNITIES FOR PEOPLE WITH AIDS (HOPWA) , AND HOME INVESTMENT PARTNERSHIP PROGRAM (HOME) FUNDING, AND INTERLOCAL COOPERATION AGREEMENT BETWEEN SALT LAKE CITY AND THE U. S . DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (HUD) View Attachments LuAnn Clark and Jennifer Bruno briefed the Council from the attached handouts . Councilmember Simonsen said a legal opinion from the Attorney' s Office stated he had no conflict of interests on this issue . He said he wanted to recuse himself from CDBG Item 6 under housing - Multi-Ethnic Development Corporation, Angelina' s Corner. Councilmember Buhler asked if Council Members objected to funding Salt Lake City School District at $5, 000 to $10, 000 for after school and summer programs . All Council Members were in favor. A discussion was held on funding of $418, 000 for Stewart Street/1500 West. Ms . Bruno said that amount included street lights . All Council Members were in favor of not funding street lights at this time but placing conduit for future street lighting through a Special Improvement Lighting District. All Council Members were in favor of improving the existing parking lot with curbs at Jordan Park. Ms . Bruno said the Council had $50, 450 left to allocate. Councilmember Saxton said the Multi-Ethnic Development Corporation' s project on 700 South 200 West was asking for $5, 000 . All Council Members were in favor except Councilmember Simonsen who was recused for the straw poll . Councilmember Buhler asked if the Council wanted to put the remaining balance into access ramps . All Council Members were in favor. #5 . 6 : 55 : 20 PM RECEIVE AN UPDATE BRIEFING REGARDING THE TRAX EXTENSION AND INTERMODAL HUB. View Attachments Russ Weeks, Jennifer Bruno, D.J. Baxter, Mary Guy-Sell and Chris Bramhall briefed the Council from the attached handouts . #6 . 10 : 01 : 31 PM CONSIDER A MOTION TO ENTER INTO EXECUTIVE SESSION FOR THE PURPOSE OF STRATEGY SESSIONS TO DISCUSS THE PURCHASE, EXCHANGE, OR LEASE OF REAL PROPERTY WHEN PUBLIC DISCUSSION OF THE TRANSACTION WOULD DISCLOSE THE APPRAISAL OR ESTIMATED VALUE OF THE PROPERTY UNDER CONSIDERATION OR PREVENT THE PUBLIC BODY FROM COMPLETING THE TRANSACTION ON THE BEST POSSIBLE TERMS, AND TO DISCUSS PENDING OR 06 - 2 PROCEEDINGS OF THE CITY COUNCIL OF SALT LAKE CITY, UTAH WORK SESSION TUESDAY, APRIL 18 , 2006 REASONABLY IMMINENT LITIGATION PURSUANT TO UTAH CODE ANNOTATED § § 52- 4-4 , 52-4-5 (1) (aa) (iii) AND 52-4-5 (1) (a) (iv) , AND ATTORNEY-CLIENT MATTERS THAT ARE PRIVILEGED PURSUANT TO UTAH CODE ANNOTATED § 78-24-8 . Councilmember Love moved and Councilmember Jergensen seconded to enter into Executive Session, which motion carried, all members voted aye . See File M 06-2 for Sworn Statement and confidential tape . #7 . CONSIDER A MOTION TO ENTER INTO EXECUTIVE SESSION IN KEEPING WITH UTAH CODE TO DISCUSS LABOR NEGOTIATIONS PURSUANT TO UTAH CODE ANNOTATED § § 52-4-4 AND 52-4-5 (1) (a) (ii) . Not held. #8 . 6 : 49 : 52 PM REPORT OF THE EXECUTIVE DIRECTOR INCLUDING A REVIEW OF COUNCIL INFORMATION ITEMS AND 10 : 00 : 12 PM ANNOUNCEMENTS . Ms . Gust-Jenson gave a report and announcements were held. See file M 06-5 for announcements . The meeting adjourned at 10 : 01 p.m. Council Chair Chief Deputy City Recorder This document along with the digital recording constitute the official minutes for the City Council Work Session held April 18, 2006 . bj 06 - 3 HOUSING AUTHORITY BOARD APPOINTMENT: MARY GREEN INTRODUCTION: Mayor Anderson is recommending Mary Green, resident of the county to be appointed to the Housing Authority. If appointed Ms. Green will serve a term through October 27, 2009 and be replacing Emma Houston who has resigned. APPLICANT INFORMATION: Ms. Green is a Project Director at the Housing Authority (retiring March 3, 2006) and Tax Preparer. Ms. Green enjoys working with the elderly and disabled in housing. She would like to continue being involved with issues of housing, particularly fair housing issues. RESPONSE DEADLINE: If you have any objection to this appointment, please let Vicki know by 5:00 p.m. on Friday, April 7, 2006. CURRENT COMPOSITION OF THE BOARD: Housing Authority commissioners are not required to reside within Salt Lake City. Current commissioners include Michael Gallegos, District 1; Joan Kasteler, District 7; David Mansell, District 6; John Pace, District 3; Douglas Sterling, District 5; and George (Buzz) Welch, District 6. BOARD STRUCTURE: The Housing Authority is created and governed in accordance with Utah law. Recently, the Housing Authority by-laws changed. It may now be comprised of seven rather than five commissioners who are appointed to serve five-year terms. The mission of the Housing Authority is to provide low-income housing to Salt Lake City. The Housing Authority can purchase, lease and improve real property; establish and revise rents in its housing projects; and identify unsafe, unsanitary or overcrowded housing within its area of operation. Board Appointment - Planning Commission - Matthew T. Wirthlin INTRODUCTION: Mayor Anderson is recommending that Matthew T. Wirthlin, a resident of District 7 to be appointed to serve on the Planning Commission, for a term through July 1, 2007. Mr. Wirthlin will be replacing Craig Galli who has resigned. APPLICANT INFORMATION: Mr. Wirthlin is an attorney at Holland 86 Hart LLP with experience in General Real Estate & Corporate Law, Commercial Real Estate Lending, Land Use and Zoning and Non Profit Corporate Representation. Mr. Wirthlin would like to contribute positively to the community and he believes strongly on getting involved in the community and governmental affairs. He is fascinated with the planning process and hopes to see the city plan grow in smart ways. RESPONSE DEADLINE: If you have any objection to this appointment, please let Vicki know by 5:00 p.m. on Friday, April 7, 2006. CURRENT COMPOSITION OF PLANNING COMMISSION: The Planning Commission consists of eleven voting members who are appointed to four-year terms, and must reside in Salt Lake City. Current members include: Tim Chambless, District 6; Babs Delay, District 3; John D. Diamond, District 3; Robert Forbis, Jr., District 4; Peggy McDonough, District 7; Robert Prescott Muir, District 5; Laurie Noda, District 6; Kathleen Scott, District 4 and Jennifer Seelig, District 1. BOARD STRUCTURE: The Planning Commission's mission is to initiate and propose amendments to the zoning ordinance and zoning maps; prepare general plan relating to the growth and development of City lands; prepare surveys and studies of existing conditions and trends of growth and probable future requirements of the City; hear and decide appeals of administrative decisions; and hear and decide application for conditional uses, planned developments and subdivision amendments. According to City Ordinance, combined expertise of the Planning Commission members should include experience in banking, development, contracting, engineering, geology and seismology, law, ecology, the behavioral sciences, historical preservation, architecture and landscape architecture, should not be limited to professionals only, but represent a cross-section of the community. SALT LAKE CITY COUNCIL STAFF REPORT DATE: March 31,2006 SUBJECT: Petitions 400-05-08&400-05-09—Rowland Hall—St.Mark's School request to: • Rezone property located at approximately 1443 East Sunnyside Avenue from Open Space OS to Institutional I • Amend the East Bench Community Master Plan AFFECTED COUNCIL DISTRICTS: If the ordinance is adopted the rezoning and master plan amendment will affect Council District 6 STAFF REPORT BY: Janice Jardine,Land Use Policy Analyst ADMINISTRATIVE DEPT. Community Development Department,Planning Division AND CONTACT PERSON: Everett Joyce, Senior Planner NOTICE REQUIREMENTS: Newspaper advertisement and written notification to surrounding property owners 14 days prior to the Public Hearing WORK SESSION SUMMARY AND NEW INFORMATION CWORK SESSION SUMMARY: The Council received a briefing on the proposed rezoning and master plan amendment on March 7,2003. Issues discussed included: A. Clarification of the findings of fact and recommendation stated in the Planning staff report and the intent of the Planning Commission motion to deny the request based on the findings of fact. (Please see pgs.13-18 in the Planning staff report and pgs. 5-7 of this staff report for the specific findings and Planning staff recommendation.) B. The history of zoning,master plan recommendations,past development proposals for the property and historic use of the property for agricultural purposes. C. Potential options that could be considered such as rezoning a portion of the property and/or use of restrictive covenants,a conservation easement held by the City or a third party non-profit organization, or a development agreement.. D. The history and value of adopted master plans as guiding documents for future development. E. The reversionary clause and restrictions established on the property by the federal government in deeding the property to the Mt. Olivet Cemetery Association. F. Other potential purchasers of the property. G. Whether uses that may be appropriate for the property have been identified or evaluated. H. Future use of the Rowland Hall-St.Mark's property and school at the 800 South and Lincoln Street location. I. The current percentage/amount of subsidy from the General Fund used for operation/maintenance for the City cemetery. J. Whether long-range planning and analysis(50 to 100 years)has been done to address City cemetery space and long-term needs. 1 K. The need for open space and protection of open space and a comprehensive citywide open space policy direction. City open space policies historically addressed general foothill preservation and �* parks and recreation. L. Planning staff noted that a Critical Open Lands Inventory and Preservation Priority Assessment project is currently underway in the Planning Division. Planning staff is working with a consultant to provide a critical lands inventory and map and a refinement of open space categories and zoning districts. M. Whether the City has an inventory or analysis of natural open space areas within the developed area of the City. Types of uses in non-programmed open space include non-developed trails. N. Whether potential impacts to wildlife habitat in the area has been analyzed. O. Mechanisms available to address City parks and recreation needs such as funding allocation from the Capital Improvement Program and the recent bond election for Open Space and the Salt Lake Regional Sports Complex. POTENTIAL OPTIONS AND MOTIONS: OPTIONS: 1. Close the public hearing and continue action to a future Council meeting. 2. Adopt an ordinance rezoning the property and amending the East Bench Community Master Plan. 3. Do not adopt an ordinance rezoning the property and amending the East Bench Community Master Plan. 4. Other options that may be identified by Council Members POTENTIAL MOTIONS: 1. ["I move that the Council"] Close the public hearing and continue action to a future Council meeting. 2. ["I move that the Council"] Adopt an ordinance rezoning property located at approximately 1443 East Sunnyside Avenue from Open Space OS to Institutional I and amending the East Bench Community Master Plan. 3. ["I move that the Council'] Not adopt an ordinance rezoning property located at approximately 1443 East Sunnyside Avenue from Open Space OS to Institutional I and amending the East Bench Community Master Plan. The following information was provided previously for the Council Work Session on March 7, 2006. It is provided again for your reference. KEY ELEMENTS: A. An ordinance has been prepared for Council consideration to: 1. Rezone approximately 13 acres of property at approximately 1443 E. Sunnyside Avenue(currently owned by Mt. Olivet Cemetery)from Open Space OS to Institutional I. (Note: The property is within the Groundwater Source Protection Overlay District. The overlay district requirements and standards would still apply with the proposed rezoning.) 2. Amend the East Bench Community Master Plan. 2 B. Prior to adoption of the 1995 city-wide Zoning Rewrite,the East Bench Master Plan identified this property for institutional land uses and the property was zoned Residential R-2. The R-2 zoning accommodated a variety of institutional and open space uses such as schools(public&private), churches,public parks,libraries,recreational areas and cemeteries. The City did not have a specific zoning classification for institutional and open space uses. C. Between 1874 and 1909 through acts of Congress the Mt. Olivet Cemetery was established. Land was conveyed to the Mt.Olivet Cemetery Association and rules and regulations for the cemetery were established specifically noting that the subject property is to be used permanently as a cemetery. The written documentation from this time period indicates that if the land ceases to be used as a cemetery the property will revert to the United States. In actuality this can be changed through an act of Congress. (Please see Attachment A for additional information.) D. The ordinance adopted in 1995 that enacted the city-wide Zoning Rewrite project rezoned property throughout the City and amended the adopted community master plans to maintain consistency with the new zoning. The zoning on this property was changed to Open Space and the East Bench Plan was considered updated consistent with the zoning. (The Institutional Zoning District does not allow cemeteries as a permitted or conditional use. The Open Space Zoning District does allow cemeteries as a permitted use.) E. The requested rezoning and master plan amendment would facilitate development of a future private middle and upper school for Rowland Hall-St.Mark's with a soccer field and open space area on the southern two-thirds of the 13-acre parcel and school buildings and parking areas on the northern one- third of the property. The property is currently undeveloped. The Planning staff report notes that the property,if developed as proposed,would have access from Sunnyside Avenue and Guardsman Way through the adjacent property. The adjacent property immediately east of the Mt.Olivet property is the Rowland Hall-St.Mark's McCarthey Lower/Beginning School campus. Surrounding land uses include the Mt.Olivet Cemetery to the north,single-family residences to the south,the East High football field (on property leased from Mt. Olivet to the west),the McCarthey Lower/Beginning School campus and the Carmen Pingree School. (Please see attached maps for details.) F. Information submitted by Rowland Hall-St.Mark's notes: 1. On April 10,2003,Rowland Hall-St.Mark's entered into a contract with the Mt.Olivet Cemetery Association to purchase approximately 13 acres of cemetery property fronting on Sunnyside Avenue. 2. The Mt.Olivet Association needs to sell the property to have sufficient funds to make needed capital improvements and perpetually maintain the cemetery. 3. The contract between Rowland Hall-St.Mark's and the Mt. Olivet Cemetery Association is subject to a number of conditions including rezoning the property from Open Space OS to Institutional I zoning classification and removal of the reversionary clause established by the Federal government in the deed held by the Association. 4. Release of reversionary interest includes Congressional consideration of the following: a. The property is not used for the purpose specified in the reversionary clause. b. The owner of the property no longer needs the property. c. The property is inconvenient or inappropriate for the owner's use. d. The property is needed by another entity that provides some public benefit. e. The U.S. Government does not need the property. f. There would be no significant costs to Federal, State or local governments from a release of the reversionary interest 5. As part of Rowland Hall-St.Mark's efforts to secure the removal of the reversionary interest and to ensure the support of Utah's congressional representatives and senators,Rowland Hall-St.Mark's needs the support of the City and, if at all possible,the surrounding community. 3 6. Rowland Hall-St.Mark's needs to obtain the release of the reversionary interest by early 2007 in order to complete the purchase of the property within the terms of the contract. 7. Rowland Hall-St. Mark's believes that its ownership of the property will deliver a net benefit to the City and the surrounding community,both in the immediate neighborhood and more broadly. 8. It may be many years before Rowland Hall-St. Mark's could raise the money needed to build a new campus on the property. 9. It is possible that Rowland Hall-St.Mark's could take the interim step of developing the playing fields in the near term, in a way not to interfere with construction at the north end of the property (proposed school site). G. The public process included: 1. Presentation to the Yalecrest Community Council and written notification of the Planning Commission hearing to surrounding property owners. The Administration's transmittal notes the Yalecrest Community Council opposed the proposed master plan and zone change. In addition, other Community Councils-East Central,Bonneville Hills, and Wasatch Hollow-submitted letters regarding the proposal. None of the Community Councils supported the request. (Please see the Planning staff report pgs 6-9 for details.) 2. The proposal was also presented to and discussed by the Open Space Lands Advisory Board on November 2, 8, and 16,2005. The Open Space Lands Advisory Board recommended against the request to rezone the Mt.Olivet property from Open Space to Institutional. H. The City's Fire,Police,Public Services and Public Utilities Departments and Transportation and Engineering Divisions have reviewed the request. (Please see the Planning staff report pgs. 3-5 for specific comments and detailed discussion.) The development proposal will be required to comply with City standards and regulations and demonstrate that there are adequate services to meet the needs of the project such as,but not limited to, a detailed traffic and parking impact study, adequate infrastructure (water/sewer) capacity, geotechnical report relating to inferred fault line location is at the northwest corner of the property. In addition,the petitioner will be required to apply for subdivision approval from the City. I. On November 30,2005,based on the Planning staff report findings and public hearing input,the Planning Commission voted to forward a recommendation to the City Council to deny the request to rezone the property and amend the East Bench Community Master Plan. (Please see the Planning staff report and Planning Commission minutes for details.) J. Issues discussed at the Planning Commission hearing included the following. The Planning Commission minutes note that due to amount of public interest regarding the proposed petition,the general public comments were summarized. 1. Information provided from the Community Councils and the Open Space Lands Advisory Board. 2. Whether the rezoning and master plan amendment should be considered before the reversionary clause on the property is removed by Congress. 3. Specific uses and requirements in the Open Space and Institutional zones. 4. Discussion of specific details of the development plan proposed by Rowland Hall-St. Mark's. 5. Potential inconsistencies of the City's open space policies, specifically the City's position on the North Salt Lake property and preservation of the Mt. Olivet property. 6. Those in support of the petition stated the following reasons: • Open Space should be defined as a livable area,rather than a field with trash and a barbed wire fence. • Care of the land would be maintained in a manner to make the City proud, as Rowland Hall has previously proved itself in the Avenues area. • The desire of Rowland Hall for the proposed petition is not to ask for an increase in school population,but rather a request for more space. 4 • Many other options could be considered by the Mt. Olivet Association to sell the property for financial gain, including federal or state government who are exempt from specific zoning requirements;while Rowland Hall is proposing a petition to enhance the City within the guidelines. • An assurance for the land to be maintained as a mechanism for public use will be considered in a deed restriction. • Only four of thirteen acres will be used for buildings,lending the remainder to the community. • Open Space is a rhetorical term in Utah; given the many options for a specific definition and should consider the terms of being a usable and livable place for the public. • The present lease on Mt. Olivet has more impervious area than the proposed petition. • Traffic will be decreased as the proposed plan will create a unified school area. (Families with students attending schools on this campus can make single trips to this site,rather than trips to various sites.) 7. Those in opposition of the petition stated the following reasons: • Open Space is a natural area of land and should be preserved as a legacy. • Traffic in the area will increase-reducing the safety of the surrounding area. • Mt.Olivet Association has not found enough resources to financially sustain itself,and more time should be allowed for tools to be provided to the association and for the preservation of Open Space. • The value of an area of land for the earth to recharge itself is immeasurable and should be considered a premium space for the community. • Open Space is found less often as city growth continues. • Tools for rating the degree of importance of Open Space are being researched,and given time, will be considered as possible trading options. (This was taken directly from the Planning Commission minutes. Council staff does not have additional information that would clarify the intent of this statement.) • The land is irreplaceable. K. Planning Staff Findings and Recommendation 1. The Planning staff report provides the following fmdings for the Zoning Ordinance Section 21A.50.050-Standards for General Amendments. The standards were evaluated in the Planning staff report and considered by the Planning Commission. (Please see pgs. 13-17 in the Planning staff report for additional details.) a. Whether the proposed amendment is consistent with the purposes,goals,objectives,and policies of the adopted general plan of Salt Lake City. Findings: Land use designations in the adopted master plans identify the City's policy for future land uses. Properties that do not conform to the master plan objectives are either, developed with a nonconforming use or undeveloped. Undeveloped properties do not conflict with the Future Land Use Plan. A zoning amendment to an Institutional zoning classification does not ensure continued open space use of the property. The proposed amendment is not consistent with the purposes, goals, objectives and policies of the adopted general plan of Salt Lake City. Modification of the Open Space zoning boundaries for a portion of the Mt. Olivet Cemetery property would set precedent for removal of additional properties within the Mt. Olivet Cemetery Association boundaries not actively used for burial purposes from the Open Space designation. b. Whether the proposed amendment is harmonious with the overall character of existing development in the immediate vicinity of the subject property. Findings: The proposed development plan presented by Rowland Hall St.Mark's is harmonious with the overall character of existing development. However,the Institutional 5 zoning classification allows development intensification that would not be harmonious with the character of existing development. c. The extent to which the proposed amendment will adversely affect adjacent properties. Findings: Rezoning the Mt Olivet parcel to Institutional would permit more intensive development than allowed within the existing Open Space Zoning District. The increased level of potential development could increase traffic generation levels and impact adjacent properties. The traffic generated by the proposed uses of an upper and middle school, soccer field and open space would not adversely affect adjacent properties. d. Whether the proposed amendment is consistent with the provisions of any applicable overlay zoning districts which may impose additional,standards. Findings: The proposed development concept plans through implementation of any necessary site design modifications and operational controls can be consistent with applicable zoning overlay districts. e. The adequacy of public facilities and services intended to serve the subject property, including but not limited to roadways,parks and recreational facilities,police and fire protection, schools, storm water drainage systems,water supplies,and waste water and refuse collection. Findings: The public facility services and utilities are in place to serve the subject 13-acre parcel. The final intensity of development and needs that the future development would place on services and utilities is unknown. If a specific developments demand exceeds service capacity, then the developer would be required to make system improvements as part of obtaining a building permit. The adjacent arterial streets can absorb the traffic generated by the proposed uses. 2. The Planning staff report provides the following findings for the requested master plan amendment. a. Land use designations in master plans identify the City's policy for future land uses. Developed properties that do not conform to the master plan objectives and existing zoning are >- nonconforming. Properties that lie in an undeveloped state do not conflict with the Future Land Use Plans. The amended East Bench Community Master Plan land use designation for the Mt. Olivet property is for open space uses. b. Operational financing difficulties could be alleviated by lease or sale of property to land uses that are consistent with the East Bench Master Plan Future Land Use designation and existing Open Space Zoning classification. 3. Recommendation: a. The findings of fact show that the requested master plan amendment and rezoning of the Mt. Olivet property is not consistent with the East Bench Community Master Plan. Rezoning the property from open space to institutional land uses is not consistent with the intent and purpose of the Open Space Zoning District. This purpose is to preserve and protect areas of public and private open space and exert a greater level of control over any potential redevelopment of existing open space areas. b. Potential development intensities of the Institutional Zoning District are greater than permitted uses within the Open Space Zoning District and have potential conflicts with the overall character of development in the immediate vicinity. Minimizing potential intensities and conflicts could occur through restrictive covenants or modification of the zoning request to ensure that the proposed open space areas would remain open in the future. c. Based on the findings of fact, staff recommends that the Planning Commission forward a recommendation to the City Council to deny the requests of Petition 400-05-08 and Petition 400- 05-09, to amend the East Bench Master Plan and rezone the 13 acres portion of Mt. Olivet Cemetery property from Open Space to Institutional land use and zoning classifications. 6 • L. Zoning Information C., 1. The purpose of the Open Space Zoning District is to preserve and protect areas of public and private open space and exert a greater level of control over any potential redevelopment of existing open space areas. a. Area requirements: • Minimum lot size: 10,000 sq. ft. • Maximum building height: 35 ft.provided that for each foot of height over 20 ft. each yard and landscaped yard requirement shall be increased 1 ft. • Minimum yard requirements: front—30 ft., side—20 ft.,rear—30 ft. • Landscaped yard requirements: front—20 ft.,side(interior)— 10 ft.,rear— 10 ft. • Landscape buffer required when abutting a residential district b. Special conditional use controls over communications towers are required. c. Permitted and conditional uses: cemeteries and accessory crematoriums,community/recreation centers,pet cemetery,country clubs,golf courses,natural open space,conservation areas,public/private nature preserves/conservation areas,public parks,private recreational facilities,zoological park, accessory uses,public/private utility buildings/transmission wires/poles/pipes,transportation terminals—bus/rail/trucking 2. The purpose of the Institutional Zoning District is to regulate the development of larger public and semi- public uses in a manner harmonious with surrounding uses.The uses regulated by this district are generally those having multiple buildings on a campus-like site. a. Area requirements: • Minimum lot size: 2 acres for places of worship and 20,000 sq. ft.for other uses • Maximum building height: 35 ft.and 75 ft.through conditional use provided that for each foot of height over 35 ft. each yard requirement shall be increased 1 ft. • Minimum yard requirements: front—20 ft., side 20 ft.,rear—25 ft. • Landscaped yard requirements: front—20 ft.,side(interior)—8 ft.,rear—8 ft. • Landscape buffer required when abutting a residential district b. Traffic and parking study required. New or expansion of institutional uses shall not be permitted unless the traffic and parking study provides clear and convincing evidence that no significant impacts will occur. The Zoning Administrator may waive this requirement c. Lighting—all uses shall provide adequate lighting to assure safety and security. Lighting installations shall not have an adverse impact on traffic safety or surrounding properties and uses and shall be shielded to minimize light spillover onto adjacent properties. d. Permitted and conditional uses: congregate care facility,caretaker/security guard living quarters,government offices, accessory retail sales/services within the principal building operated for employees,adult/child daycare centers, community/recreation centers, conference centers,dental/medical laboratories/research facilities/clinics/offices,medical/nursing schools,emergency response/medical service facilities, nursing care/sanitarium facilities,exhibition hall,hospitals,libraries,meeting halls for membership organizations,philanthropic uses,places or worship,religious assembly with exhibit hall,convents/monasteries,reuse of schools/churches,seminaries/religious institutes, colleges/universities,private schools K-12,professional/vocational schools,arenas,stadiums, fairgrounds,museums,private recreational facilities,heliport,accessory uses,bed and breakfast facilities,communication towers,off-site parking,park and ride parking with existing use, parking structure,public/private utility buildings/transmission wires/poles/pipes,transportation terminals—bus/rail/trucking C MATTERS AT ISSUE /POTENTIAL QUESTIONS FOR THE ADMINISTRATION: A. Issues relating to this request have been raised in many different ways and in many different forums throughout the process. The core issues that the Council must weigh include: 1. Whether to amend the zoning and the master plan to allow this project to move forward and seek Congressional action to remove the reversionary clause from the deed and allow Mt. Olivet to sell the property. 2. Whether to continue the current policy to require the property be maintained as open space consistent with the current zoning and master plan and past legal action taken by the City. 3. Whether to take in to consideration the potential risk that, should the Council not approve the master plan amendment and rezoning,the University of Utah(not subject to City zoning regulations)could purchase and develop the property at a greater intensity than proposed by Rowland Hall-St. Mark's. The Council may wish to evaluate whether that potential risk is significant enough that it justifies the rezoning for a lower intensity to preclude potential higher intensity use. (Please see Attachments B and C for additional information.) 4. If the Council does approve the request,the Council could consider the use of a development agreement,restrictive covenant and/or conservation easement to provide assurance to the community that the proposed development would occur as presented at the time of the rezoning request and provide an additional level of control on the property. a. The Planning staff report notes that minimizing potential intensities and conflicts could occur through restrictive covenants or modification of the zoning request to ensure that the proposed open space areas would remain open in the future. b. The petitioner's information notes : • It may be many years before Rowland Hall-St. Mark's could raise the money needed to build a new campus on the property. • It is possible that Rowland Hall-St.Mark's could take the interim step of developing the playing fields in the near term,in a way not to interfere with construction at the north end of the property(proposed school site). B. The Planning staff report notes that a narrow parcel along the northwest corner of the Mt. Olivet Cemetery property is presently zoned RMF-75. Planning staff recommended that the Planning Commission initiate action to have the RMF-75 zoned portion of the Mt. Olivet property for a map amendment as part of a zoning map fine-tuning petition. The Planning Commission minutes do not indicate that this action was initiated by the Commission. Council Members may wish to discuss with the Administration if this issue requires action by the Council or Planning Commission. C. Council Members may wish to consider a future discussion to establish a clear policy direction relating to cemeteries and open space. The Planning staff report includes the following information provided by the City Public Services Department. 1. Presently the City has no plans to either expand the(Salt Lake City) cemetery space (the only potential expansion would be into Lindsay Gardens Park) or start a second cemetery in a new location in the City. Any decision to move in this direction would result from a policy discussion and agreement between the Mayor and City Council. If the City fills the cemetery without further expansion or new development, other public or private cemeteries will need to fill the public demand. 8 2. Development of the Salt Lake City Cemetery started in 1847. The cemetery is approximately 250 acres in size and plotted for 140,823 graves. The entire cemetery space is plotted out and developed. There is no additional space for expansion. To date,approximately 119,000 plots are used. Of the 21,800 remaining, 17,300 have been pre-sold. Only 4,500 burial sites remain for sale. Historically, on an annual basis approximately 600 burials occur each year. If the historical numbers hold,use of all available cemetery sites will occur within 36 years. The historical cemetery sales rate is 350 graves sites each year. Based on the 4,500 available burial sites for sale and historical sale rates,in 13 years there will be no sites available. 3. The present day data suggests that the cemetery will use up its available burial space in 13 years. Within another 23 years,all burial sites will be filled. Beyond that point in time,the City will continue to fulfill its obligation to care for and maintain the cemetery in perpetuity without the offsetting annual revenue generated by property sales and burials. 4. Salt Lake City has one public cemetery,the Salt Lake City Cemetery. Four(4)additional active cemeteries are located within the boundaries of the City:Mt.Olivet,a private cemetery owned by a consortium of local churches;Mt. Calvary,a private cemetery owned by the Catholic Diocese;B'nai Israel Cemetery,a private cemetery owned by the Temple Kol Ami Synagogue; and Larkin Sunset Lawn,a private cemetery owned by the Larkin family. It is my understanding thatthe public has access to each of these cemeteries regardless of affiliation except B'nai. I also understand that with the exception of Mt. Olivet and Larkin cemeteries,the others face the same capacity challenges as the City's cemetery. 5. Though the City has a municipal cemetery that it must maintain and operate in perpetuity,the City has no legal obligation to maintain an"active"cemetery. 6. The following actions may extend the Cemetery's"active"period: a. The historical consumption numbers may change over time; b.. Resale burial plots that have been sold,but have not been used in a 60 year period(this could add a few hundred graves to the inventory over time); c. Develop double deep burials,which means that one burial plot may be used for two burials; and d. The construction of mausoleums,which allow burials to occur above ground in structures. MASTER PLAN AND POLICY CONSIDERATIONS: A. The Administration's transmittal and Planning staff report note: 1. The East Bench Community Master Plan and the Salt Lake City Open Space Master Plan documents address the land use policy related to the Mt. Olivet Cemetery property. (Note: Amending the Open Space Plan is not required and is not part of Rowland Hall-St.Mark's request.) 2. Most master plans do not contain specific land use policy regarding cemeteries. The Plans do address a variety of general land use categories such as residential,commercial, open space and institutional land uses. 3. The East Bench Community Master Plan(April 1987)is the adopted land-use policy document that guides new development in the area surrounding the proposed rezoning and master plan amendment. 4. Prior to the 1995 Zoning Rewrite project,the Plan designated the Mount Olivet Cemetery property and Sunset Lawns Memorial Cemetery located at 2352 East 1300 South Street for Institutional uses. 5. In 1995,the Citywide Zoning Rewrite Project amended the land use designation of both these properties from Institutional to Open Space. 6. The Salt Lake City Open Space Plan(October 1992)defined a comprehensive corridor approach to connecting the City's open space resources to provide a safe,enjoyable experience of the natural features of Salt Lake City. The Open Space Master Plan defines policy for connecting open space amenities and does not provide land use policy. The land use policy of open space for the Mt.Olivet property is defined in the amended East Bench Master Plan. 9 B. The Open Space Master Plan identifies a system of non-motorized transportation corridors that would re- establish connections between urban and natural land forms of the City. The Plan discusses the value of open space including recreational opportunities and preservation of wildlife habitat,wetlands,riparian and stream corridors, and the foothills. 1. The Plan identifies the following goals: a. Conservation of the natural environment. b. Enhancement of open space amenities. c. Connecting various parts of the City to natural environments. d. Educating citizens on proper use of open space. 2. The Open Space Plan identifies Sunnyside Avenue and 800 South as part of the Transvalley Corridor (Foothill Section). A future trail corridor is shown along the north side of Sunnyside/800 South on the sidewalk/right-of-way. Specific reference to Mt. Olivet states"The north side of Sunnyside Avenue is lined with both private and public open space. The south half of the Mt. Olivet Cemetery parcel is vacant and could generate development pressure in the future. This should be monitored to assure the corridor is kept wide enough for adequate walkways and open space. A crosswalk could be developed to connect at the baseball area on the east side of 1300 East to the adjacent trail corridor and residential area." C. Several adopted community master plans and small area plans contain policies and recommendations that emphasize the need for preservation, acquisition,protection,maintenance and management of watershed, foothills,wetlands,wildlife habitat,riparian/stream corridors,and natural open spaces. Implementation strategies include a range of options such as refining zoning regulations relating to open lands. D. The City's recently adopted Open Lands Ordinance notes: 1. The need to protect diminishing open lands within Salt Lake City or its environs. 2. The City has adopted an Open Space Master Plan to identify,protect and manage open lands. 3. The City's general plan,zoning ordinance and site development ordinance recognize the need to protect the unique values offered by wetlands, foothills and urban trails. E. The Transportation Master Plan contains policy statements that include support of alternative forms of transportation, considering impacts on neighborhoods on at least an equal basis with impacts on transportation systems and giving all neighborhoods equal consideration in transportation decisions. F. The City's Strategic Plan and the Futures Commission Report express concepts such as maintaining a prominent sustainable city,ensuring the City is designed to the highest aesthetic standards and is pedestrian friendly, convenient, and inviting,but not at the expense of minimizing environmental stewardship or neighborhood vitality. G. The Council's growth policy notes that growth in Salt Lake City will be deemed the most desirable if it meets the following criteria: 1. Is aesthetically pleasing; 2. Contributes to a livable community environment; 3. Yields no negative net fiscal impact unless an overriding public purpose is served; and 4. Forestalls negative impacts associated with inactivity. H. The City's 1990 Urban Design Element includes statements that emphasize preserving the City's image, neighborhood character and maintaining livability while being sensitive to social and economic realities. 10 CHRONOLOGY: The Administration's transmittal provides a chronology of events relating to the proposed rezoning and master plan amendment. Key dates are listed below. Please refer to the Administration's chronology for details. • April 21,2005 Applicant presentation to the Yalecrest Community Council • April 25,2005 Petitions delivered to Planning office • June 1,2005 Petitions reassigned to planner • June 29,2005 Additional information received(requested by Planning Division) • November 2, 8,& 16,2005 Open Space Lands Advisory Board meetings • November 30,2005 Planning Commission hearing • December 13,2005 Ordinance requested from City Attorney's office cc: Sam Guevara,Rocky Fluhart,DJ Baxter,Ed Rutan,Lynn Pace,Rick Graham,Lisa Romney,Louis Zunguze,Brent Wilde,Alex Ikefuna,Doug Wheelwright,Cheri Coffey,Everett Joyce,Jennifer Bruno,Jan Aramaki,Marge Harvey, Sylvia Jones,Lehua Weaver,Annette Daley,Barry Esham, Gwen Springmeyer File Location: Community Development Dept.,Planning Division,Rezoning and Master Plan Amendment, Rowland Hall-St. Mark's School/Mt.Olivet,approximately 1443 E. Sunnyside Avenue 11 MEMOR ANDUM DATE: April 19,2005 TO: City Council Members FROM: Jennifer Bruno, Policy Analyst RE: CDBG/ESG/HOME/HOPWA/ADDI Formal Adoption Discussion CC: Rocky Fluhart, Sam Guevara, LuAnn Clark, Louis Zunguze, Greg Johnson, Karen Wiley, Steve Fawcett, Gordon Hoskins, Cindy Gust-Jenson, Gary Mumford Attached,for Council consideration,is a resolution,adopting the one-year action plan for Fiscal Year 2007 CDBG funding. POTENTIAL MOTIONS: 1. ["I move that the Council"] Adopt the attached resolution adopting the one-year action plan for Fiscal Year 2007 Community Development Block Grant funding,referenced in the attached resolution as"Exhibit A,"with the exception of CDBG Housing applications numbers 6 and 7,HOPWA application number 4,HOME application number 5,and Salt Lake Neighborhood Housing Services application for ADDI. The Council will deal with these applications in a separate motion. 2. ["I move that the Council"] Not adopt the attached resolution adopting the one-year action plan for Fiscal Year 2007 Community Development Block Grant funding,referenced in the attached resolution as"Exhibit A." (Council Member Simonsen to be excused) And/or 3. ["I move that the Council"] Adopt the attached resolution adopting the one-year action plan for Fiscal Year 2007 Community Development Block Grant funding,referenced in the attached resolution as"Exhibit A," including CDBG Housing applications numbers 6 and 7,HOPWA application number 4,HOME application number 5, and Salt Lake Neighborhood Housing Services application for ADDI. 4. ["I move that the Council"] Not adopt the attached resolution adopting the one-year action plan for Fiscal Year 2007 Community Development Block Grant funding,referenced in the attached resolution as"Exhibit A,"including CDBG Housing applications numbers 6 and 7,HOPWA application number 4, HOME application number 5,and Salt Lake Neighborhood Housing Services application for ADDI. 1 CDBG FUNDING SUMMARY The City Council held a work session discussion on Tuesday, April 12th,to discuss allocation amounts for CDBG, ESG, HOME,HOPWA, ADDI applications. The attached resolution formally adopts the Council's funding allocations,listed in Exhibit A. The following chart summarizes the Council's tentative allocations,by category: Summary-CDBG Allocation-FY 06-07 Mayor Council Request CDAC Amount %of total Amount %of total Housing $ 1,520,000 $ 1,275,000 $ 1,275,000 30.3% $ 1,275,000 30.3% Street Design 118,000 0 0 0.0% 0 0.0% Street Construction 2,432,979 732,679 747,679 17.8% 732,679 17.4% Sidewalks 500,000 300,000 300,000 7.1% 300,000 7.1% Parks 2,274,700 927,600 691,600 16.4% 691,600 16.4% Public Services 1,239,974 588,000 631,100 15.0% 631,143 15.0% Public Service Building Improvements 1,545,797 124,905 296,415 7.0% 224,547 5.3% Street Lights 200,000 0 0 0.0% 0 0.0% Planning 150,492 42,100 42,100 1.0% 138,000 3.3% Percent for Art 3,000 3,000 5,000 0.1% 5,000 0.1% General Administration 23,400 5,000 1,284 0.0% 0 0.0% City Administrtion 702,721 702,721 702,721 16.7% 702,721 16.7% Contingency 80,000 29,979 38,085 0.9% 30,294 0.7% Total Recommended $ 10,791,063 $ 4,730,984 $ 4,730,984 $ 4,730,984 The following are responses to questions and issues that Council Members raised during the discussion,and funding request information updates: 1. Public Services#41-Wasatch Homeless Health Clinic-It has come to Council Staff's attention that the CDBG log incorrectly states the funding request for the Wasatch Homeless Health Clinic. The log lists the request as$20,000 when,in actuality the request is$15,000. The Council had previously decided to tentatively fund the$20,000. As the City cannot give an outside group more funds than were requested,the Council can either choose to hold these funds for allocation until next year,or reallocate that $5,000. Because the request is in the Public Services Category,the Council could reallocate the$5,000 to some other program within that category,and still be under the 15% cap for public services. However,the Council may wish reallocate this$5,000 to any funding request. 2. Streets#4 Stewart Street/1500 West -The Council has tentatively approved the full requested amount of$418,000,and raised the question of whether or not this amount included street lights. This amount does include$27,000 for street lights. It has been the past practice of the Council to fund only the cost to install the conduit underground for street lights not the lights themselves. Thus,the Council may wish to re-allocate this $27,000 for other projects. 3. Parks#1 Landscaping 900 South between 750 and 800 West-The Council asked the Administration to follow up with the Poplar Grove Community Council to see if they had approached any community/non-profit organizations for donations to this project. Based on Administrative staff's conversation with the applicant,it appears that alternative funding methods can for this project can be secured. As such,the Council may wish to re-allocate this$4,000 for other projects. 4. Parks#6 Rosewood Skate Park-Public Services has determined that installing the lights after the skateboard park is constructed will have minimal impact. The lighting would be installed around the skateboard park similar to the installation they do for tennis courts and could be installed after construction. The Public Service Department believes that the lighting of skateboard parks is a community issue that should be 2 . discussed with all stakeholders. The Department will be scheduling meetings with the community,surrounding neighbors,appropriate City Departments and users of the park to discuss the lighting issues. Awe 5. Planning#2-Historic Preservation Plan-The Community Development Department is reviewing the scope of services on the proposed historic preservation plan to determine if a consultant is the best way to prepare the plan or to use in house staff. A decision will be made and forwarded to the Council prior to the adoption on April 18,2006. The Council may wish to clarify with the Administration if the decision is made to do the preservation plan in-house,whether that will be included in the Mayor's proposed budget,or if it will still need to be funded with CDBG funds. 6. Planning#3-Liberty Wells Historic District Survey-In double checking the funding level recommended for this project a clarification was made by Planning Staff,regarding the steps that will need to be followed for this project. The reconnaissance level survey for the project will cost approximately$28,550. The reconnaissance level survey is done to reveal the potential of a district with themes of noteworthy history,people/residents,and/or a distinctive architectural character. Based on that information gathered from the first survey an intensive level stage is then needed for individual buildings. The application submitted by the Community does not specifically discuss the intensive level survey but Elizabeth said that this is a necessary step before the area can be placed on the National Register listing. If funding is allocated,my office would hold a meeting with the Community and the Planning Division to assure that the issues are discussed fully so everyone will have a clear understanding of what will be funded. The other issue raised was the concern that after the reconnaissance level survey is completed that the survey may not support the request from the Community that the entire area be placed on the National Register listing. The survey could show that the area is worthy of numerous National Register listings but they may be smaller areas. If the Council were to only fund the reconnaissance level survey for this area,and wait for the results of this survey before funding any intensive level survey,that would make$19,450 available for possible reallocation. 7. Parks#4-1700 South Jordan River Parking Lot-The Administration would like to know if the Council does not wish to fund the 1700 South Jordan River Parking Lot(this year or in future years),would it like the Administration to recapture the funds that have already been allocated towards design of this parking lot? Most of the money(roughly$100,000)has not yet been spent,and there was some concern voiced by members of the Administration that this parking lot should never be expanded,so as to maintain as much green space as possible. The Council has not formally voted whether or not this parking lot should eventually be expanded,but has tentatively decided not to fund construction this year. > At a minimum,there is$5,000 available for reallocation to other projects requesting funding. If the Council wishes to also re-allocate the funds described in items 2,3,and 6 above,there is as much as$55,450 in addition to be reallocated. In the past,when dealing with small amounts of"extra"money to reallocate(that would be too small to deal with larger funding requests from outside organizations),the Council has put more 3 than the requested amount into Physical Access Ramps(Street Construction#4),Sidewalk Replacement(Sidewalks#2),and Percent for Art. Potential New Policy Statement Council Members discussed including as a policy statement that when weighing projects to fund with CDBG, priority should be given to those projects that have been identified for CDBG funding in the recently adopted 10 Year Capital Improvement Plan. This statement could be added to the other policy statements (listed on Page 6 of this report). The list below identifies these CIP-identified projects: 1. $90,000-Jordan Park Pavilion Roof Reconstruction. Both the Mayor and CDAC recommended funding for this project. 2. $150,000-1700 South Jordan River Park parking lot. CDAC recommended funding this project but the Mayor did not. 3. $530,000-Rosewood Park Skate Park. Both the Mayor and CDAC recommended funding for this project. 4. $322,000- Rosewood Park Tennis Court Reconstruction. Neither the Mayor nor CDAC recommended funding this project. The CIP 10 Year Plan estimated $350,000 as the cost of this project. 5. $242,000-Jordan River Park Restroom Rehabilitation. Neither the Mayor nor CDAC has recommended funding. The CIP 10 Year Plan estimated$180,000 as the cost of this project. 6. $179,100-Cottonwood Park ADA Playground Compliance. This project is listed for FY 2007-2008 in the CIP 10 Year Plan. Neither the Mayor nor CDAC has recommended funding for this project. 7. $125,000-Security Lighting,Jordan River Park. The Mayor and CDAC have both recommended funding this project in the amount of$67,600. In the CIP 10 Year Plan, a total of$455,000 is scheduled to be funded from CDBG for this project($45,000 in FY 08,$110,000 in FY 09, and$100,000 every second year after that). 8. $250,000- Park irrigation, Cottonwood Park. Neither the Mayor nor CDAC has recommended funding for this project. 9. $350,000-Glendale Park Tennis Court Reconstruction. Neither the Mayor nor CDAC has recommended funding for this project. ESG FUNDING SUMMARY The Council elected to follow the Mayor's recommendations on funding levels for all applications in the Emergency Shelter Grant(ESG) program for a total funding allocation of$182,919. 4 • HOME FUNDING SUMMARY The Council elected to follow the Mayor and CDAC's recommendations on funding levels for all applications in the HOME Investment Partnerships Program(HOME)for a total funding allocation of$1,662,136. HOPWA FUNDING SUMMARY The Council elected to follow the Mayor's recommendations on funding levels for all applications in the Housing Opportunities for People with AIDS(HOPWA),for a total funding allocation of$355,554. ADDI FUNDING SUMMARY The Council elected to follow the Mayor and CDAC's recommendations on funding levels for all applications in the American Dream Downpayment Initiative(ADDI) for a total funding allocation of$27,341. Attached to the resolution is a detailed listing of specific project funding levels. The following staff report was provided previously to the Council for the March 23,2006 work session. It is provided again for your reference. On Tuesday,March 14,2006,the Mayor presented his recommended budgets for the use of the 2006-2007 Federally allocated Community Development Block Grant(CDBG),Emergency Shelter Grant(ESG),HOME Investment Partnerships Program(HOME),Housing Opportunities for People with AIDS(HOPWA),and American Dream Down payment Initiative(ADDI)monies. During his presentation,Council Members received a booklet that showed each project that applied for funding,the funding request,the funding level recommended by the Community Development Advisory Committee(CDAC)or Housing Trust Fund Board,and the Mayor's recommended funding level. Council Members also received comprehensive descriptions for each project. Salt Lake City's funding level for fiscal year July 1,2006 to June 30,2007 represents a 9.5 percent reduction($442,284)from the current fiscal year,following a 5 percent reduction the previous fiscal year. The federal government is continuing discussions that include additional cuts for the CDBG funding. Council Members have spoken with members of Utah's Congressional delegation,and have been assured that every effort will be made not to continue cutting this program. On March 21,2005,the Council held a public hearing on the Mayor's Recommended CDBG,ESG, HOME,ADDI and HOPWA budgets. Briefings with the Council on the Mayor's Recommended CDBG,ESG,HOME,HOPWA,and ADDI budgets are tentatively scheduled for March 23,March 30,and April 4,. The Council may wish to consider approving the budgets,with any desired revisions,on April 18,as the Administration will need to prepare a final document to submit to HUD. OPTIONS 5 The Council may wish to identify its funding priorities and make tentative adjustments to the Mayor's recommendation if the Council's priorities are different than those recommended by the Mayor. The Council received recommendations from the Mayor,and will hold a public hearing to receive public input.All correspondence and comments that the Council Office received have been forwarded to Council Members for review. POLICY CONSIDERATIONS The City Council has the following policies with respect to the CDBG,ESG,HOME,and HOPWA programs. The Council may wish to reevaluate its policies to reaffirm or revise them. 1. The Council will not consider awarding CDBG,ESG,HOME or HOPWA funding to any organization unless an application for funding was received. This allows the City to meet federal requirements that all programs/projects funded are the subject of a public participation process. 2. Due to limitations of future CDBG funds by the federal government,it is the intent of the City Council that administrative and operational support not be increased for existing programs and not be provided to new programs absent extenuating circumstances. 3. It is the intent of the City Council to only consider CDBG-eligible projects and programs located within the City's jurisdictional limits for funding. During prior-year briefings on the Council's CDBG,ESG,HOME and HOPWA policies,Council Members raised several policy issues. 1. Council Members had expressed a concern that CDBG projects are funded for design,but never get funded for construction. Aside from the two street design requests(neither of which were recommended to be funded),and the public services category,all of the CDBG funding request are for"bricks and mortar"construction/renovation projects. 2. Council Members expressed an interest in knowing what percentage of the recommended budget was allocated to administration or operating costs,versus one-time"bricks and mortar" or capital projects. By CDBG statute,no more than 15% of the grant allocated to Salt Lake City,can go towards the"Public Service" category(for salaries and administration activities). 3. Council Members indicated a desire to know which projects submitted by City departments were also on the City's inventory of capital needs. Historically,when CIP projects fall in CDBG-eligible areas,City departments have applied for CDBG funding. If funding was not awarded,those projects then competed for funding within the annual CIP budget. There are multiple instances of projects that have been generally identified in the newly-adopted CIP 10 Year plan. These are identified in the analysis section below. 4. Council Members raised some questions about CDBG allocations being used to fund projects submitted by City departments rather than from community or neighborhood groups. There is no requirement or restriction from HUD regarding the allocation of CDBG dollars to projects initiated by the administering agency. CDBG funding could be considered a way to augment the City's dwindling resources in order to accomplish community goals and objectives. The Council may wish to revisit the practice of funding City-initiated projects if this practice is of concern to Council Members. 5. Council Members asked whether the Council could commit multi-year funding in order to finance large projects. While a current Council cannot legally bind a future Council by appropriating future CDBG allocations (and because annual CDBG allocations are dependent 6 • on the Federal budget),the Council has some tools with which to plan for the financing of major projects. First,the Council can indicate its intent,which is not binding,to fund a project over a period of years. The Council did this in 1998 and 1999 with the construction of 4,000. the Central City Senior Center,funding half of the project in 1998 and half of the project in 1999. The City simply"holds" the first allocation until the entire budget is appropriated for construction. Second,the Council can utilize Section 108 loans to fund large CDBG-eligible projects. A Section 108 loan is similar to Motor Fuel Excise Tax(MFET)bonding,in that it borrows against future CDBG allocations,like the City has borrowed against future Class C allocations. The City must be able to prove that the City could finance the project and pay back the loan in the event that future CDBG funding became limited. The Council and Administration utilized this funding mechanism in 1989 in order to purchase a property(the Canterbury Apartments)for the non-profit arm of the Salt Lake City Housing Authority,as they were at risk of defaulting on some bonds,which they used to purchase some rental properties. The purchase of the building was deemed to be in keeping with the community development and housing objectives of the CDBG program. In this instance,the City borrowed against a portion of 5 years of future CDBG funding,purchased the Canterbury and financed repairs at the Ben Albert Apartments.The rents from the Canterbury and CDBG funds were used to pay off the Section 108 loan. The properties have now been deeded by the City to the Housing Authority,who will begin(in 2006)to pay the City back,over a period of 10 years,for a portion of the original loan. The City made this policy decision for two purposes:1)to contribute to community housing development;and 2)to solidify the CDC's bond situation,since to default would have reflected negatively on the City's bonding ability. ANALYSIS The following information is a brief summary of the proposed 32nd Year CDBG,ESG,HOME,and HOPWA budgets. The summary includes an analysis of the recommended budgets and indicates where the proposed budgets differ from previous budgets or may not be consistent with previous policy directives adopted by the Council. Council staff has attached the 32nd Year CDBG, ESG, HOME, and HOPWA recommendations that were provided during the Mayor's address, as well as a comprehensive description of each project that applied for funding. Community Development Block Grant Program— The Administration received applications for$10,833,563 in 32nd Year CDBG funding(down from $11,307,796 in the 31st year). HUD awarded Salt Lake City$4,207,623 in 32nd Year CDBG funding, a decrease of$442,284(9.5 percent)from the last fiscal year. The Administration is proposing to augment HUD's award with$523,361 in funding reallocated from prior years for a total budget of $5,028,045. The difference between funding requested and funding that can be allocated in this funding cycle is$6.1 million(down from a$6.3 million shortfall in the 31st year). The total funding awarded and allocated over the past ten years is as follows: • 32nd Year(06-07)$4,207,623(+$523,361 reallocated from contingency=$4,730,984) • 31st Year(05-06)$4,649,907(+$378,138 reallocated from contingency=$5,028,045) • 30th Year(04-05)$4,891,000(+$400,000 reallocated from contingency=$5,291,000) • 29th Year(03-04)$4,937,000(+$198,465 reallocated from contingency=$5,135,465) • 28th Year(02-03) $4,854,000(+$163,800 reallocated from contingency=$5,017,800) • 27th Year(01-02) $5,031,000(+$300,000 reallocated from contingency=$5,331,000) • 26th Year(00-01) $4,791,000(+$249,279 reallocated from contingency=$5,040,279) 7 • 25th Year (99-00) $4,840,000(+$150,000 reallocated from contingency=$4,990,000) • 24th Year (98-99) $4,810,000 • 23rd Year (97-98) $4,999,000(+$220,000 reallocated from contingency=$5,219,000) • 22nd Year (96-97) $5,145,000 CDBG Historic Funding Levels :;'::'::: MMN MIMI �r��■ - $4,000,000 1111111 i' nt IFI1FIF1N $3,000,000 11111111111 1111111111.,';, V11 11 3s, $2,000,000 11111111111 g 1111111111 f11111 ,,l,I $1,000,000 11111111111, ,1111111111 11111,,i $- IN 11 ,,�11� II II� liii 11 a{ xs, a� a'C a'C a'c a'C a.c * a4 a4, x'S at -l� -t� -b.te' - _e -fie' -Lz -,.ce .fie -I -l42' - ,fie e 'ti,� rb{b tp Gj b`S` e\ 9'ZC` orb` p ,,c, a' ti , ti r el, el, ti r ti el, r eb.S The CDBG budget is divided into the major categories. A comparison of overall proposed funding for each category is as follows: 31st Year 32"'Year 32na Year 32na Year Category Adopted Applications CDAC* Mayor (2004-05) (2005-06) Recommended Recommended Housing $1,346,000 $1,520,000 $1,275,000 $1,275,000 Street Design 56,000 118,000 -0- -0- Street Construction 676,558 2,432,979 732,679 747,679 Sidewalks 300,000 500,000 300,000 300,000 Parks 441,000 2,274,700 927,600 691,600 Public Services 697,486 1,239,974 588,000 631,100 Building 577,280 1,588,297 124,905 296,415 Improvements Street Lights 190,000 200,000 -0- -0- Planning -0- 150,492 42,100 42,100 General 10,000 23,400 5,000 1,284 Administration City Administration 702,721 702,721 702,721 702,721 8 . Percent for Art 6,000 3,000 3,000 5,000 Contingency 25,000 80,000 29,979 38,085 TOTAL $5,028,045 $10,833,563 $4,730,984 $4,730,984 *Community Development Advisory Committee The overall Mayor's recommended 32nd Year CDBG Budget reflects the$442,284 decrease in HUD's award compared to last year. The Mayor is recommending that funding for all categories decrease to accommodate this cut,with the exception of General Administration funding,which will stay the same,and Street Construction,Parks,Planning,and Contingency,which will increase. The following synopsis details the major changes between the 31st Year Adopted and 32nd Year Recommended CDBG budget by funding category. Housing The City received seven applications for 32nd Year CDBG Housing funding in the amount of $1,520,000. The Mayor and CDAC did not differ in any other recommended funding amounts. All of the organizations that received CDBG Housing category funding in the 31st Year and requested funding in the 32nd Year are recommended for funding in the 32nd Year. There is one new applicant,Angela's Corner Project by the Multi-Ethnic Development Corporation,which did not receive a funding recommendation by either CDAC or the Administration. Street Design Two applications were received for street design projects for a total amount of$118,000. Neither CDAC nor the Administration recommended any funding for street design proposals. Street Construction The City received six applications totaling$2,432,979 for this category,which funds street improvements in CDBG-eligible areas. The Mayor agreed with CDAC's recommendations in all cases,with the exception of the Poplar Grove Blvd.Beautification project(900 West to Redwood Road). The Mayor recommended funding this$970,300 request in the amount of$15,000. The recently adopted 10 Year CIP plan contemplates an estimated$2,000,000 per year for local street reconstruction-for non-specified local streets. Engineering submits funding requests for both CIP and CDBG processes in order of need. Sidewalks The recently adopted CIP 10 Year Plan includes$900,000 per year in sidewalk replacement(to be matched with$700,000 per year in Special Improvement District funds). The application for CDBG-funded sidewalk replacement this year was for$300,000,and both CDAC and the Mayor recommended funding in the full amount. Neither CDAC nor the Mayor recommended funding the other CDBG Sidewalk application-the Fourth Avenue stairs-for$200,000. Parks There are eleven requests for park category funding.The total request is$2.3 million. CDAC is recommending$927,600 and the Mayor is recommending$691,600. CDAC recommends funding the following projects that the Mayor recommended no funding for-The Poplar Grove Park Pavilion Roof reconstruction and the 1700 South Jordan River Park Parking Lot. The Mayor recommended funding the$4,000 request for landscaping on 900 South between 750 and 800 West(as an"entryway" to the Poplar Grove Community),while CDAC did not. 9 Public Services The Administration received applications for$1,239,974 this fiscal year from thirty-two organizations. According to HUD guidelines,the maximum amount that can be spent per year on public services expenses is 15% of the total award,plus program income. The recommended budget of$631,100 is$43 over the allowable cap of 15% of the 32nd Year award plus program income. The Council will not be able to fund over this 15% cap. The"Public Services" category includes requests from agencies and organizations for operational or administrative support for programs that provide community services. While federal Community Development Block Grant regulations allow a certain amount of funds to be spent for the expansion and improvement of community services,the original intent of the program was to revitalize neighborhoods. Past Councils have maintained a policy not to increase administrative or operational funding for existing programs or to grant operational funding for new programs absent extenuating circumstances.This decision has been in consideration of the programs original intent and in light of limited CDBG funding from the federal government. In a few instances,the Mayor and CDAC have recommended that agencies receive increased operational and administrative funding,and have indicated that these recommendations were based on extenuating circumstances. The Council may wish to note that cost of living or inflationary increases have not been considered into CDBG funding allocations within recent years. The Council may also wish to note that some of the funding requests within this category are for equipment and supplies,which could be considered more of a capital item than administrative or operating item(machines,vehicles,computers,printers,etc). The Council may wish to note that with the exception of the Asian Association of Utha,Bad Dog Rediscovers America,Community Services Council,Computers for Kids,Guadalupe Center Voluntary Improvement Program,Multi-Cultural Legal Center,Spy Hop Productions,UT Health and Human Rights Project,and Valley Mental Health,all of the CDAC and Mayor's recommendations(other than exact funding levels)are consistent. Most of the Mayor's funding recommendations differ with CDAC's with regard to new organizations to the CDBG process. The following are new groups that the Mayor has recommended funding,though they have not been funded by CDBG in previous years:Asian Association of Utah,Bad Dog Rediscovers America,Big Brothers Big Sisters of Utah School-based mentoring,Catholic Community Services Marillac House and St.Mary's Home for Men,Community Services Council 211 Info Bank, Computers for Kids,Guadalupe Center Voluntary Improvement Program,Multi-Cultural Legal Center,Spy Hop Productions,UT Health and Human Rights Project,and the YWCA Teen Home. Public Services Building Improvements The Administration received twenty four applications for Public Services Building Improvements totaling$1,588,297 from twenty separate organizations. CDAC has recommended funding $124,905 of these requests. The Mayor has recommended funding$296,415 of these requests. The Council may wish to note that with the exception of Asian Association,Project Reality, Salvation Army,and the Volunteers of America Adult Detox Center,all of the CDAC and Mayor's recommendations (other than exact funding levels)are consistent. Street Lights One application for$200,000 were submitted for CDBG funding within this category,from the Liberty Wells Community Council for installation of security lighting for the Liberty Wells community. The Council may wish to note that this amount would not be sufficient to fund the entirety of lighting for the entire community. Both the Mayor and CDAC recommended to not fund this project. 10 • Last year the Council decided to hold off on any further CDBG lighting funding until a city-wide Streelighting Policy is adopted,providing the Administration and the Council guidelines by which to judge and compare neighborhood requests for streetlighting. The policy would also lay out a standard procedure for financing the streetlighting construction and ongoing costs (neighborhood share of the costs vs.city share of the costs). It is Council staff's understanding that the Administration is currently working on this policy. ' Planning Four applications for a total of$150,492 were submitted for CDBG funding consideration within this category. Three of the applications involve survey,classification,and planning of historic resources within the City(specifically the Avenues and Liberty Wells,as well as a city-wide historic preservation plan). The only application that both the Mayor and CDAC recommended however,was the housing condition survey,to better understand the condition of the housing stock. This survey is undertaken once every 10 years. The next one is due in 2007. Percent for Art The percent for art budget recommended by CDAC for the CDBG program is proposed to remain at the historical constant level of$3,000. The Mayor recommends funding an additional$2,000 for a total of$5,000. Administration (General/City) This year there was one application for General Administration funding. Both the Mayor and CDAC recommended funding for SLC Hand-the mayor in the amount of$1,284 and CDAC in the amount of$5,000. The request was for$23,400 for providing grants to eligible community councils for community outreach. For City Administration requests,both CDAC and the Mayor have recommended the full requested amount of$702,721. Contingency The 31st Year contingency budget is proposed to be$80,000. Both the Mayor and CDAC have recommended reducing this proposed amount. The Council approved$80,000 in 30th Year contingency,but approved$25,000 in the 31st year contingency,upon assurances from the Administration that this would not in any way put the overall program at risk. The Mayor is proposing to fund this in the amount of$38,805. Emergency Shelter Grant Program (ESG) — This program is designed to improve the quality of existing emergency homeless shelters,make available additional emergency shelters,meet the costs of shelter operation and provide certain essential social services to the homeless. The Administration received applications for$198,000 in ESG funding. The City will receive $178,855 from the Federal Department of Housing and Urban Development this year. There is $4,064 available for reallocation,resulting in total funds available of$182,919. Total funding for past eleven years is as follows: • 31st Year (05-06) $178,884 • 30th Year (04-05) $180,593 • 29th Year (03-04) $166,000 11 • 28th Year (02-03) $171,000 • 27th Year (01-02) $169,000 • 26th Year (00-01) $171,000 • 25th Year (99-00) $172,000 • 24th Year (98-99) $191,000 • 23rd Year (97-98) $134,000 • 22nd Year (96-97) $137,000 • 21st Year (95-96) $197,000 • 20th Year (94-95) $145,000 ESG Funding Levels $250,000 $200,000 $150,000 $100,000 $50,000 ,f'.... , ., 1111111 • 014 00 qe\ qcb Of/ 00 O'y O`l' O OC` c)° OZO 6 c oil o 01 qt' o 00 c ' Off' Or' 04 c ' OHO A limited number of agencies in Salt Lake City operate programs that are eligible for ESG funding. A total of nine applications were received. Both CDAC and the Mayor recommended funding for all applicants. The Mayor recommended less funding than CDAC for the following applicants-Marillac House,St.Mary's Home for Men,and Odyssey House;and more funding than CDAC for the YWCA's Residential Self-Sufficiency Program. All other programs had equal recommendations. The Administration and staff can brief the Council on the programs and the intended uses of the funds,during the work session. Home Investment Partnerships Program (HOME) — The purpose of the HOME program is to provide funding for the expansion of decent,safe, sanitary and affordable housing for very low-income people. Total HOME funding over the past eleven years is as follows: • Year 05-06 $1,373,848 (+$14,015 in reallocated = $1,387,863) • Year 04-05 $1,455,036 • Year 03-04 $1,453,020 • Year 02-03 $1,354,000 • Year 01-02 $1,350,000 • Year 00-01 $1,215,000 • Year 99-00 $1,209,000 (+ $151,800 reallocated from contingency = $1,360,800) • Year 98-99 $1,122,000 • Year 97-98 $1,046,000 12 • • Year 96-97 $1,071,000 • Year 95-96 $1,048,000 • Year 94-95 $ 974,000 Tile City received HOME applications totaling$1,915,964 from eight agencies.The City will receive$1,292,136 from HUD this year in HOME funds,to combine with$370,000 in reallocated funds,for a total funding amount available of$1,662,136(a$274,273 increase from last year's funding cycle).The Administration and staff can brief the Council on the programs and the intended uses of the funds, during the work session. Housing Opportunities for Persons with AIDS (HOPWA)— The purpose of the HOPWA program is to provide housing assistance and supportive services for low-income persons with HIV/AIDS and their families.The HOPWA Grant program provides assistance through formula allocations to eligible States and metropolitan areas.The Salt Lake City/Ogden Metropolitan Statistical Area(MSA)has qualified to receive funding from year 2005-2006 due to the number of HIV/AIDS cases in the MSA,with two counties added this year, Tooele and Summit.The grant amount this year is$353,000 combined with an additional$2,554 in available funds,for a total of$355,554. The grant amount last year was$354,000,combined with$68,688 in available funds,for a total of$422,688. This year's grant amount represents a $67,000 decrease. The City participates on a Statewide HIV/AIDS Housing Steering Committee to ensure all applications are consistent with the needs identified in the strategy for the MSA. The Steering Committee updated the State HIV/AIDS housing Plan in June 2001,with revisions planned for this year.The City has also met with all entities within the MSA to coordinate their recommendations and determine the services needed in their areas,as well as how best to perform community outreach. There were ten requests for$445,927 in funding.The Administration and staff can brief the Council on the programs and the intended uses of the funds,during the work session. American Dream Downpayment Initiative (ADDI) — The American Dream Downpayment Initiative(ADDI)was a new federal program in 2004. ADDI aims to increase the homeownership rate,especially among lower income and minority households,and to revitalize and stabilize communities. The total grant allocation for this program for FY 06-07 is$27,341 (a$27,451 decrease from last year's allocation). There were three applications for this program,totaling$140,000. The Housing Trust Fund and the Mayor both recommended to fund three of the four. The program not funded was the Salt Lake Community Development Corporation. BACKGROUND The annual appropriations of CDBG,ESG,HOME,HOPWA,and now ADDI are distributed to Salt Lake City by the U.S.Department of Housing and Urban Development(HUD). In 1995,Salt Lake City submitted a five-year consolidated plan for the CDBG,ESG and HOME programs, which defined how Salt Lake City planned to use its housing and community development resources to meet policy objectives. Each year thereafter,the Mayor proposed a one-year action plan,or budget for these programs,and reported on the past year's accomplishments in a Consolidated Annual Performance and Evaluation Report(CAPER). The City Council then made 13 the changes deemed necessary and finalized the one-year action plan for submission to the U.S. Department of Housing and Urban Development(HUD). In FY2000-2001,and again in FY 2005-2006,a new five-year consolidated plan was prepared by the City and adopted by the Council for submission to HUD,in addition to the one-year budget for each program. The Consolidated Plan is available for review by Council Members. cc: Cindy Gust-Jenson,Rocky Fluhart,Louis Zunguze,Luann Clark,Greg Johnson,Sherri Collins,Lehua Weaver,Sylvia Jones,Gary Mumford,Steve Fawcett and Gordon Hoskins File Location:Budget/07 Budget/CDBG-07-staffreport 14 �j MAR 0 3 2006 A. LOUIS ZUNGUZE �'.A . 'a�OEN " " PO-,j I�, I ROSS C. "ROCKY" ANDERSON DIRECTOR DEPT. OF COMMUNITY DEVELOPMENT MAYOR BRENT B. WILDE OFFICE OF THE DIRECTOR DEPUTY DIRECTOR COUNCIL TRANSMIT TO: Rocky Fluhart, Chief Administrative Officer DATE,March 3,2006 FROM: Louis Zunguze, Community Development Directs A, SUBJECT: Appropriation Resolution adopting the One-year Action Plan for 32nd Year Community Development Block Grant Funding, HOME Investment Partnerships Program Funding,American Dream Downpayment Initiative Funding, Emergency Shelter Grant Funding, and Housing Opportunities for Persons with AIDS Funding for Fiscal Year 2006-07 and Approving Interlocal Cooperation Agreement between Salt Lake City and the U.S. Department of Housing and Urban Development(HUD) STAFF CONTACT: LuAnn Clark, Director, Housing and Neighborhood Development Division, 535-6136, or luann.clark@slcgov.com ACTION REQUIRED: City Council adoption of the One-year Action Plan as outlined in the Resolution for CDBG, HOME, ADDI, ESG, and HOPWA funds DOCUMENT TYPE: Resolution BUDGET IMPACT: $6,058,955 in grants funds from the U.S. Department of Housing and Urban Development for 2006-07 and $899,979.31 in carry-forward funds recaptured from unspent prior year projects and allocated in 2006-07,totaling$6,958,934.31 DISCUSSION: Salt Lake City is a participating jurisdiction that receives Community Development Block Grant funds(CDBG),HOME Investment Partnerships funds (HOME), American Dream Downpayment Initiative funds (ADDI), Emergency Shelter Grant funds (ESG) and Housing Opportunities for Persons with AIDS funds (HOWPA)from the U.S. Department of Housing and Urban Development. The federal government budget for 2005-06 was adopted in January 2006, and the City received notification of our grant amounts in January, which will be allocated for 2006-07. The following table shows the amount of each grant allocated, along with prior year funds recaptured for use in this fiscal year. 451 SOUTH STATE STREET, ROOM 404, SALT LAKE CITY, UTAH 541 1 1 TELEPHONE: 501-535.71 05 FAX: 501-535-6005 WWW.SLCGOV.COM (�RECYCLED PAPER Grant 2006-07 Allocation Amount Recaptured Total CDBG $4,207,623.00 $523,361.00 $4,730,984.00 HOME $1,292,136.00 $370,000.00 $1,662,136.00 ADDI $27,341.00 $0.00 $27,341.00 ESG $178,855.00 $4,064.29 $182,919.29 HOPWA $353,000.00 $2,554.02 $355,554.02 TOTAL $6,058,955.00 $899,979.31 $6,958,934.31 The CDBG allocation for 2006-07 was 9.5% less than the previous year, which was also down 5% from the year before. The President's budget for 2006-07 calls for additional cuts in CDBG funds, with some estimates that Salt Lake City will lose an additional $1 million or a 24%cut. The appropriate advisory committee or board has reviewed the applications for each grant and provided funding recommendations. The Mayor has reviewed these requests and has provided his funding recommendations. A copy of the One-year Action plan for all grants will also be attached after the City Council has made final funding decisions. A tentative schedule has been suggested that sets March 14 as the date the Mayor will present his funding recommendations to the City Council and March 21 as the public hearing date. A copy of the Mayor's funding recommendations, as well as the appropriate board's recommendation, will be provided at the time of the Mayor's presentation at the March 14, 2006, meeting of the City Council. PUBLIC PROCESS: The Council is required to hold a Public Hearing to hear from the public and applicants regarding recommendations for funding; this is scheduled for March 21, 2006. The Council will then meet in a future meeting to adopt the resolution with the Council's final funding decisions. This schedule will help meet our federal deadlines of May 15, 2006. RELEVANT ORDINANCES: None Resolution adopting Annual Action Plan Page 2 of 2 Attachment A Resolution Adopting One-Year Action Plan RESOLUTION NO. OF 2006 APPROPRIATION RESOLUTION ADOPTING THE ONE-YEAR ACTION PLAN FOR 32ND YEAR COMMUNITY DEVELOPMENT BLOCK GRANT FUNDING, HOME INVESTMENT PARTNERSHIPS PROGRAM FUNDING, AMERICAN DREAM DOWNPAYMENT INITIATIVE FUNDING, EMERGENCY SHELTER GRANT FUNDING, AND HOUSING OPPORTUNITIES FOR PERSONS WITH AIDS FUNDING (FISCAL YEAR 2006-07) AND APPROVING INTERLOCAL COOPERATION AGREEMENT BETWEEN SALT LAKE CITY AND THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT WHEREAS, Salt Lake City is entitled under 24 Code of Federal Regulations (CFR), Part 91, et al., to receive Community Development Block Grant (CDBG) funds in the amount of$4,207,623, HOME Investment Partnerships Program (HOME) funds in the amount of $1,292,136, American Dream Downpayment Initiative (ADDI) funds in the amount of $27,341, Emergency Shelter Grant (ESG) funds in the amount of $178,855, and Housing Opportunities for Persons with AIDS (HOPWA) funds in the amount of$353,000 from the U.S. Department of Housing and Urban Development (HUD) for program year 2006-07; and WHEREAS, Salt Lake City will also reprogram: $523,361 recaptured from prior year CDBG allocations; $4,064.29 from prior year ESG allocations; $370,000 from prior year HOME allocations; and $2,554.02 from prior year HOPWA allocations; and WHEREAS, it is in the best interests of the people of Salt Lake City that the City file an application with HUD for said funds in accordance with 24 CFR Part 91; and WHEREAS, the public notices, hearings, and other pre-submission requirements as set forth in 24 CFR Part 91 have been accomplished by the City, including but not limited to the following: A public hearing held March 21, 2006 to consider a proposed list of CDBG, HOME, ESG, and HOPWA projects to be funded and to obtain the views of citizens regarding the City's One-year Action Plan; and WHEREAS, the City Council does now meet this , 2006 to adopt the City's 2006 One-year Action Plan for CDBG, HOME, ADDI, ESG, and HOPWA funds; NOW, THEREFORE, be it resolved by the City Council of Salt Lake City, Utah, as follows: 1. That Salt Lake City hereby adopts its Final One-Year Action Plan for CDBG, HOME, ADDI, ESG, and HOPWA funds as set forth in Exhibit "A" attached hereto and made a part hereof by this reference. 2. That the Mayor, as the official representative of Salt Lake City, is hereby authorized to submit the City's Final One-Year Action Plan for CDBG, HOME, ADDI, ESG, and HOPWA funds together with such additional information and certifications as may be,: required under 24 CFR Part 91 to the U.S. Department of Housing and Urban Development. 3. That the Mayor, as the official representative of Salt Lake City, or his designee, is hereby authorized to sign and execute the HUD Grant Agreement and any and all subsequent agreements between the City and other public entities resulting from and consistent with the HUD Grant Agreement, subject to final approval as to form by the City Attorney. Passed by the City Council of Salt Lake City, Utah, this , 2006. SALT LAKE CITY COUNCIL By CHAIR ATTEST: CHIEF DEPUTY CITY RECORDER APPROVED AS TO FORM Da Salt Lake/CityyAAttorney's Office By pal EXHIBIT "A" Exhibit "A" — Funding Recommendations. Exhibit "A" will be the One-Year Action Plan adopted by the City Council on , 2006 and provided to the Council on March 14, 2006 when the Mayor makes his funding recommendations. \ \ \ \ \ \ \ \ \ \ \ \ \ 6 0 0 0 0 0 0 0 0 0 0 0 0 0 0 M O Nt N- O M O M O ti N- _ 0 0 ti f` O Cf) O M O O M O D co c- e- s- o V O O Cs) O O M ti 0 0 0 0 r- 1- j 0 CO O (.0 T- L11 O O N N U c Li) CO O CS) co (NI M O OM C;a O N. ti Cr) CO CO N T- 1- h Q Ef} 69 To 0 0 0 0 0 0 0 0 0 0 0 0 0 0 co CD , O O O O — O f- 0) ,F O O 1-- f: (O Ct7 ti O c- O O CO O 0 co r- ,- c- 0 L- O CA 0 0 0 C(7 0 0 0 •ct T- lf) a O N- O O O ,- O O o0 N c0 'd' CC O (.0 O CO c- 1-- O N N. O w •' f- o- �- - (O N tf) r- N CO Oi N N. OM CO CO N 1- M ti E c- Nr- Q 69 to O CS) 0 0 0 LO 0 0 0 0 r- o) O N O O O O O O O N ti d O CO O CO O o r- O O N. (A U N. 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(.) c O N li L Q d O •- V' 0 Z O co > U C J Z O J W . N ch N U t m_ iii CO W c W t Q .0 0 0 N 'E I- g r IQ- IL 1-- F H v �`E. .2 L 7nN 00 0 v 0 10Q1i 000 Da) = 0 '3 cn 3c3 Q 1— 0 0 0 ZZZ N 2 Ct D * co m o MEMORANDUM DATE: April 18, 2006 TO: City Council Members FROM: Jennifer Bruno, Russell Weeks RE: Interlocal Agreement: Intermodal Hub Trax Extension CC: Cindy Gust-Jenson, Rocky Fluhart,Louis Zunguze, DJ Baxter, Ed Rutan, Tim Harpst, Max Peterson, Gary Mumford, Chris Bramhall, John Naser, Mary Guy-Sell This memorandum pertains to issues involving the proposed interlocal agreement between Salt Lake City and the Utah Transit Authority (UTA). The agreement is scheduled for a briefing on April 18 and a public hearing on April 20. If the City Council adopts the agreement,the Transit Authority could start construction of the extension as early as mid-September.1 OPTIONS • Adopt the proposed ordinance. • Do not adopt the proposed ordinance. • Adopt the proposed ordinance with amendments that would: o A.) Shorten the time period to complete and operate the planned light rail station at 525 West 200 South. o B.)Require that any revenues above operation and maintenance costs at the Intermodal Hub be allocated to Salt Lake City mass transit needs or projects. MOTIONS • I move that the City Council adopt the ordinance approving and authorizing the execution of the interlocal agreement, negotiated by the Administration and UTA, regarding the design and construction of the TRAX extension project. • I move that the City Council consider the next item on the agenda. • I move that the City Council adopt the ordinance approving and authorizing the execution of the interlocal agreement, negotiated by the Administration and UTA, regarding the design and construction of the TRAX extension project with the following amendments: o A.)That the May 1, 2012 deadline to complete and operate the light-rail station at 525 West 200 South be moved forward to May 1, 2010., and o B.) That any revenues the Utah Transit Authority realizes beyond the cost of operating and maintaining the Intermodal Hub be allocated to Salt Lake City' mass transit needs or projects. 1 KEY POINTS • The proposed interlocal agreement contemplates a$32 million, six-block TRAX connection between the Intermodal Hub at 600 West 200 South Street and tl:e Delta Center station at 400 West South Temple Street. The project would include immediately building stations at the Intermodal Hub and 125 South 400 West and partially building a station at 525 West 200 South. The latter station would be completed when the number of passengers boarding TRAX warrants it. • Under the proposed agreement Salt Lake City would turn over ownership of the Intermodal Hub to the Utah Transit Authority. In return,the Transit Authority would assume all responsibilities for improving,maintaining and administering tenant contracts. According to the Administration, the agreement would meet the requirements for property disposition in Utah Code 10-8-2 which regulates municipal appropriations and the acquisition and disposal of property (Doug Short hearing). • Salt Lake City would pay $8.45 million(26.4 percent) for its share of the project. The City has already secured funding and has "cash in hand"for$7.6 million($2 million from UTA, $2.4 million from existing RDA appropriations, $3.2 million from already-secured FTA reimbursements). The remaining amount to fund is therefore $850,000 which the City would need by July 2007. • At one point the City lent the Intermodal Hub Enterprise Fund $6.4 million for the hub project. Of that sum, $1.8 million in Class C road funds is the only guaranteed revenue identified to repay the loan. About$3.3 probably will be repaid from additional reimbursements from the Federal Transit Administration. The remaining $1.3 million might have to come from sources such as Redevelopment Agency or Capital Improvement Projects funds. (Please see Item 4-c-ii on Page 3 of this memorandum for more detail.) • In an effort to minimize adverse effects of the project to the community,the agreement specifies that once a"construction manager/general contractor" has been selected for the project, the contractor will develop a public outreach plan before construction starts. The plan will be approved by the City and UTA. ISSUES/QUESTIONS FOR CONSIDERATION • When and how is the Administration proposing to ask the Council for the additional $850,000 needed to complete the City's portion of the project? • How likely is it that Salt Lake City will be completely reimbursed for its original $6.4 million loan to the Intermodal Hub Enterprise Fund? Considering there will be anywhere from $1.3 million to $4.3 million"left to pay back,"does it make sense for the City to "pay back"the loan/capital contribution made by the City, with funds from the City(CIP or RDA)? • How likely is it that the planned station at 525 West 200 South Street will be built before the May 1, 2012 date in the proposed agreement? • How detailed will the"public involvement plan" be, and to what extent will property owners by or near the project be involved in the planning process? • Will there be coordination of construction mitigation efforts among the project contractor, the City, and the Salt Lake Chamber of Commerce downtown mitigation ombudsman? ISSUES 1. The proposed interlocal agreement contains a second agreement—Public Way Use Agreement(Exhibit F)—that, among other things, would grant the Transit Authority the use of parts of three public streets for 50 years plus two "additional, successive"25-year terms. 2. If the ordinance is adopted, construction of the extension would start in mid- September and open for operations on November 28, 2007.2 3. Under the proposed agreement Salt Lake City would turn over ownership of the Intermodal Hub to the Transit Authority. The proposed agreement: a. Stipulates that UTA would then be responsible for all contracts relating to the hub(development of permanent Amtrak facilities, parking, etc). b. Includes a property conveyance of the Intermodal Hub. The Salt Lake City Planning Commission heard this issue at their April 12 meeting, and approved the property conveyance. c. Requires the hub property to be developed as Gateway Mixed-Use zoning as identified in the Gateway Specific (Master)Plan. The site currently is zoned General Commercial. UTA would develop the property as if it were zoned GMU, and the City would change the zoning to GMU. At their April 12th meeting,the Planning Commission initiated a petition to start this rezoning process for the area. d. Establishes a joint development committee of three representatives from UTA,three representatives from the City, and one representative from the RDA to find and guide development opportunities at the site. 4. The cost of the project is estimated at roughly$32 million. UTA is projected to pay about$23.6 million(around $15 million of this will be eligible for Federal Reimbursement, which UTA has assumed responsibility for collecting), and the City is projected to pay about$8.45 million.3 The cost estimates include: a. Building the Hub and 125 South 400 West stations with the TRAX Connection. b. Building the "wow" and structural foundations for the 525 West 200 South station—and placing the remaining funds necessary to build the station into an escrow account until ridership justifies building the second station. i. The agreement specifies that the second station will be built when the total combined average weekday passenger boardings at the 400 West Station and Delta Center Station reach 3,500 or by May 1, 2012, whichever comes first. ii. The agreement specifies that any increased costs of constructing this second station (above and beyond the funds that the City has already set aside) will be the sole responsibility of UTA. c. Salt Lake City Corporation originally made a $6.4 million "loan"to the Hub Enterprise Fund, to build the Intermodal Hub. The original intent was to pay off the loan with revenue generated at the Intermodal Hub. However, because the proposed agreement has UTA assuming ownership of the Hub,the City will forfeit all future revenue generated at the site (However, as a municipality, federal guidelines restrict the City 3 from spending any revenue generated at the Hub, anywhere except the Hub. UTA does not have these restrictions.) i. The only l00% "sure" money coming into the City to pay back this loan, is$1.8 million in Class C road fund, in effect "repaying" the City for reconstruction of 200 South(a project that was needed and scheduled independently of the TRAX extension). This is money that is scheduled, but not yet appropriated, for FY 2009 according to the CIP 10 Year plan. 200 South was slated to be repaired independent of the TRAX extension project, using Class C funds. Since the repairs/upgrades will be done in conjunction with this project, the City is eligible to be"paid back"for this work with Class C funds. ii. About$3.3 million still"due"to the City from the Federal Transit Administration(FTA) is likely to be reimbursed because the proposed agreement in Section 12.1.3 calls for the City to be reimbursed from federal funds before UTA is reimbursed.The remaining $1.3 million of the original loan would then have to be "repaid"with other sources—possibly from the RDA or the Capital Improvement Program. An alternative is for the City to elect not to "repay itself" (as the repayment would be from RDA or CIP funds into the general fund). iii. Exhibit G in the proposed agreement contains a list of potential reductions to the $32 million budget that will be considered if the Transit Authority fails to arrive at a"guaranteed maximum price" with a construction contractor, or if construction costs escalate. The potential reductions total around $2 million (Staff Note: The Administration has communicated that this figure will continue to be revised by City and UTA staff, as more detailed engineering estimates are obtained). 5. In an effort to minimize the adverse impact of the project to the community,the agreement specifies that once a construction manager/general contractor has been selected, the contractor will develop a public outreach plan before construction starts. The plan will be approved by the City and UTA. A separate agreement between the City and the RDA is being developed to specify the RDA's funding responsibilities. That agreement will be presented to the RDA Board at its May 9 meeting. 6. The proposed interlocal agreement includes all issues specified in the Council's Resolution No. 13 dated February 23, 2006. BACKGROUND/DISCUSSION As mentioned earlier the proposed interlocal agreement between Salt Lake City and the Utah Transit Authority includes a second agreement, the Public Way Use Agreement, as an exhibit—(Exhibit F). Two other exhibits are agreements in which UTA would assume the leases of Amtrak and Greyhound Bus Lines at the Intermodal Hub. In addition, the Administration transmittal includes a study of the proposed interlocal agreement's transfer of the Intermodal 1-lub to the Transit Authority. As indicated earlier in this memorandum, the study indicates that the transfer would meet the requirements of 4 Utah Code 10-8-2 which regulates municipal appropriations and the acquisition and disposal of property. All the agreements pertain to the Transit Authority's planned construction of a light-rail extension from the Delta Center station at South Temple and 400 South to the Intermodal Hub at 600 West 200 South. Streets involved in the construction will be 400 West, 200 South and 600 West streets. According to the Administration, construction will start at the Intermodal Hub site in July if the City Council adopts the proposed ordinance. Construction would reach 400 West Street by spring 2007. The line would open for operation in late November 2007. INTERLOCAL AGREEMENT Two terms pertinent to the proposed agreement are"CM/GC"and"GMP." "CM/GC"is the"construction manager/general contractor"that will build the extension. "GMP" is the guaranteed maximum price that the Transit Authority expects the contractor to meet but not exceed. BUDGET A. The proposed agreement sets the project budget at$32 million. Under the agreement Salt Lake City and UTA each would allocate $8.45 million—26.4 percent each—of the total project cost. The Transit Authority also would advance the remaining$15.1 million and seek reimbursements"through one or more federal grants."The agreement recognizes $2.46 million the City has spent or will spend on its contract with Parsons Transportation Group to design the project. The agreement counts the sum as part of the City's $8.45 million share. The proposed agreement also would have the City"fund all required City permits, connection and impact fees related to the Project"as part of the City's project costs. a. The Administration estimates that the cost of permits and fees would be less than $30,000. b. The proposed interlocal states "The City agrees to fund all required City permits, connection and impact fees related to the Project as part of its project costs"(p. 12, article 4.8). Because the payments of these permits and fees are not included in the$8.45 million figure, the Council is, in effect, approving the payment of these fees in the future. Although Council legislative actions cannot bind future Councils to future budget requests, the proposed agreement appears to at least present future City Councils with an obligation. The Administration has estimated that impact fees would be roughly $2,000 per station($6,000 total), and since these cannot be "waived" in total,they must be paid by the City if they are waived for UTA. The Administration estimates that all fees and permits related to this project will total no more than $30,000. B. The project includes $250,000 for "Art in Transit"(1%of the construction costs), to be allocated over the three new stations. In addition,the project budget would contain $100,000 in escrow for the Transit Authority to fund"future 5 maintenance, restoration and replacement of... Art in Transit improvements installed at the stations." C. The City and the Transit Authority already have approved Parsons Transportation Group's 65 percent design drawings, and the City has authorized Parsons to proceed with final designs.The 65 percent design drawings are important because the project budget is based on them. D. Parsons Transportation Group is required to provide 90 percent complete design drawings before making a final set of designs. The Transit Authority will use the 90 percent design drawings to negotiate a guaranteed maximum price with a company that is awarded the bid to build the extension.If UTA cannot negotiate a guaranteed maximum budget with the company, the City and UTA will meet to reduce the project's costs starting with the items listed in Exhibit G. The proposed agreement also would allow the City and UTA to increase funds allocated to the project, or either the City or UTA could pay by itself"for any item that would otherwise be deleted"from the project,"or"reduce Project costs through implementation of value engineering proposals." (Value engineering proposals are items that the project contractor and engineer would identify to eliminate or scale down in order to meet the project budget.) PROJECT As mentioned,the project involves building a six-block TRAX connection between the Intermoclal Hub at 600 West 200 South Street and the Delta Center station at 400 West South Temple Street. The project would include immediately building stations at the Intermodal Hub and 125 South 400 West and partially building a station at 525 West 200 South. Under the proposed agreement, the station at 525 West 200 South would be completed and placed into operational service within one year of the time when the "total combined"number of passengers boarding TRAX trains on weekdays at the 125 West 400 South station and the Delta Center station reaches an average of 3,500 riders per weekday. It should be noted,that according to Transit Authority figures for December 2005,the average number of passenger boardings on weekdays for the North South line at the Delta Center station was 2,275. The average number of passenger boardings on weekdays for the University line at the Delta Center station was 1,484. The two figures equal 3,759. Under the proposed agreement, if the average number of weekday boardings at the 400 West and Delta Center stations does not reach 3,500 boardings, the station at 525 West 200 South would be completed after May 1, 2012. It should be noted that there is some sentiment on the Council's Intermodal Hub Subcommittee to move the 2012 date to 2010. INTERMODAL HUB A major point in the project involves Salt Lake City turning over ownership of the Intermodal Hub to the Transit Authority. Under the proposed agreement,the City could convey the title to the hub facility and 16.57 acres of land. In return, UTA would: 6 • Assume the risk of future federal appropriations for the TRAX connection between the Intermodal Hub and the Delta Center station. • "Advance and commit" local UTA funds pending receipt of future federal funds. (It should be noted that UTA would advance $15.1 million to the TRAX extension in expectation of receiving federal funds as well as $8.45 million in direct UTA funds.) • Assume the City's obligation to relocate the existing Amtrak station, its parking facilities and tracks and provide Amtrak with interim and ultimately permanent Amtrak facilities. • Assume the City's obligations under Greyhound Bus Lines lease agreement with the City. • Assume future responsibility for fixing or demolishing a warehouse on the site. • Assume the City's obligations for the Intermodal Hub Site management plan. • Assume operation and maintenance responsibility for the Intermodal Hub. In addition,the Transit Authority would "make all reasonable efforts"to develop the Hub site consistently with the City's original site plan and to comply the City's zoning criteria for Gateway Mixed-Use zoning. Under the agreement, UTA would support the City's plans to rezone the Hub site as Gateway Mixed-Use instead of the site's current General Commercial use zoning. According to the Administration, turning over the Intermodal Hub to UTA would save the City money in capital costs for developing the site for Amtrak and Greyhound as well as operation and maintenance costs; remove the City's uncertainty of receiving federal reimbursements for money it has spent and would spend on the project. (The City has long worked with UTA to obtain federal reimbursements, but the agreement would place responsibility solely on UTA.); and place the responsibility and operation of a mass transit facility in the hands of a mass transit provider. The Administration also notes that any private development on Intermodal Hub property must be related to mass transit, and any revenues above the cost of operation and maintenance must be dedicated to mass transit purposes.4 The Administration contends that because the requirements limit the value of the Intermodal Hub as an asset it is better for UTA to own, operate and maintain it. It should be noted that there is some sentiment on the Intermodal Hub Subcommittee to require that any net revenues UTA receives from owning the Intermodal Hub should be assigned to mass transit projects or needs in Salt Lake City. PUBLIC WAY USE AGREEMENT The Public Way Use Agreement—listed as Exhibit F—would authorize the Transit Authority "to use, on a non-exclusive basis, such portion of the City Property, including, surface, subsurface and air space property, as shall be necessary to accommodate the construction, operation and maintenance" of the TRAX extension.5 The agreement would authorize UTA to use portions of 400 West, 200 South, and 600 West streets for an initial term of 50 years.The agreement also authorizes automatic renewal of the initial term for"two additional, successive 25-year teens."6 7 In return for the authorization UTA would agree to build, operate and maintain the light- rail extension and provide regular service to the general public. The Transit Authority also would agree to pay "all costs incurred by the City in connection with maintaining, repairing, replacing of connecting"to City utility lines that would be more than the City would have paid if the light-rail extension were not in place. In addition, UTA would pay"all costs of repairing damage to City Lines to the extent such damage is caused" by UTA or its machinery. Another element of the agreement addresses the potential extension of UTA's free fare zone in Salt Lake City's downtown. The Fixed Guideway Transit Corridor Agreement that the City Council adopted in November 1996 as part of the original memorandum of understanding for the north-south light rail line contains the following language: "UTA agrees as follows: ... All transportation services relating to light rail or bus services provided by UTA within the Central Business District shall be offered to the public free of charge for passengers which both board and deboard within the Central Business District."The agreement defined the Central Business District as "the area circumscribed by, and including, 500 South, 400 West,North Temple and 200 East" streets. The proposed Public Way Use Agreement acknowledges that the Central Business District defined in the 1996 agreement is a free-fare zone. That means the planned station at 125 South 400 West Street would be in the free-fare zone but the stations at the Intermodal Huh and 525 West 200 South would not be. Under the proposed agreement, UTA staff would take any recommendation in the downtown transportation and transit study now under way that pertains ultimately to extending the free-fare zone in Salt Lake City to the UTA Board of Trustees for the Board's consideration. The proposed agreement does not bind the UTA Board to adopt any recommendation to extend the free-fare zone beyond its current boundaries.8 It should be noted that people who will ride the Transit Authority's commuter rail line to Salt Lake City will not have to purchase a light rail or bus ticket when they arrive at the Intermodal Hub. Passengers will use the transfer system UTA currently employs to transfer to light-rail cars or buses. 8 Exhibit D—Project Schedule. 2 Exhibit D—Project Schedule. 3 Exhibit C—Project Budget. Memorandum—Study Regarding Transfer of Ownership, Page 3. 5 Public Way Use Agreement,Page F-3. 6 Public Way Use Agreement,Pages F-4 & 5. Public Way Use Agreement, Page F-9. s Public Way Use Agreement, Pages F-10&: 11. 9 MEMORANDUM -2 TO: Steve Fawcett '10 7�06 FROM: Kay Christensen DATE: April 3, 2006 SUBJECT: Study regarding the transfer of ownership of the Intermodal Hub from Salt Lake City Corporation to the Utah Transit Authority and a Right-of-Way agreement to give UTA a franchise to use City streets: Study to comply with Utah Code Annotated Section 10-8-2 (3) Salt Lake City (City) is preparing to convey to the Utah Transit Authority (UTA), without direct monetary payment, the Salt Lake City Intermodal Hub Terminal (the Hub), located at 300 South 600 West, including all or a majority of the approximately 16.5 acres on whi ch the Hub is located. The City is also preparing to grant to the UTA, without a franchise fee, a 100-year franchise to use City streets to construct and operate a light rail extension from the Delta Center station to the Hub , and to assign to UTA all of the agreements to which the City is a party relating to the Hub. These transactions require the study mandated by Utah Code Annotated Section 10-8-2 (3) when a City asset is transferred to another entity without the municipality receiving obvious fair mar ket value for such transfer. UCA 10-8-2 states the purposes for which a municipal body may appropriate public funds and the factors that must be considered in determining the propriety of such an appropriation. To ensure that the transfer of the Hub and the franchise fee waiver are in compliance with UCA 10-8-2, the following study has been performed. This study will consider the following factors: (1) The specific benefits to be received by the City; (2) The City's purpose in making the appropriation, i ncluding an analysis of how the safety, health, prosperity, moral well -being, peace, order, comfort or convenience of the residents of Salt Lake City will be enhanced; and (3) Whether the appropriation is "necessary and appropriate" to accomplish the City's goals. Background: The Gateway Development Master Plan, adopted by the City Council on August 11, 1998, supported 300 South and 600 West as the location for an intermodal transportation hub. An Environmental Assessment of the location was approved by the Federal Transit Administration (FTA) on September 18, 1998 and that was the basis for a federal grant. In 1998, the project received authorization for a n FTA Grant totaling $40 million, subject to appropriations over an unspecified numb er of years. UTA is the grantee, and the City is the sub-grantee. The FTA approved budget for the Hub is $39,956,060. This includes the extension of TRAX to the Hub. The Hub facility anticipates accommodating Amtrak, Greyhound, local bus, commuter rail, taxis, shuttles, pedestrians, bicyclists and connections to light rail. The 16.57 acre site is bordered by 600 W est to the east, Union Pacific main lines to the west, 200 S outh to the north and 700 South to the south. The prime acreage for developmen t is between 200 South and 400 South. The Intermodal Hub Enterprise Fund was established February 9, 1999. The City Council adopted a resolution allowing the fund to borrow up to $8.41 million from the General Fund. The RDA Board of Directors authorized a $2.25 million dollar loan to the Intermodal Hub Enterprise Fund. The City and the UTA signed an Interlocal Cooperative Agreement for the Gateway Intermodal Teiiiiinal on August 25, 1999. The agreement outlines the joint effort by UTA and the City to conceptualize, plan, design, construct, operate, and maintain the Hub. The agreement identifies the scope, schedule and budget for each phase of the project. 2 Phase 1 of the project included land acquisition, trackage work, site utilities, passenger platforms and the temporary Amtrak passenger facility . Phase 2 included design and construction of the permanent hub facility to accommodate Greyhound, local bus, taxis, pedestrian, bicycles, and future commuter rail systems. It also includes completion of environmental work on the Hub parcel. Phase 3 will bring TRAX to the Hub. The Hub facility costs have totaled $23,500,000 to date. A total of $18,800,000 (80%) of that amount has been or will be reimbursed by the FTA through the Hub grant. The grant is based on an 80/20 match, so the local match is $4,700,000 (20%). Greyhound paid $1,400,000 toward that requirement, leaving $3,300,000 to be funded locally . The City appropriated $2.94 million in FY 2002 to cover this cost, and the remainder is related staff costs. Benefits and Costs to Salt Lake City: In considering the cost of the Salt Lake City Intermodal Hub Terminal to Salt Lake City and its value, it is important to note two requirements tied to the acceptance of federal funds for the project: 1. The property and facilities built with the funds must continue to be used only for mass transit related purposes. Therefore, the City could not choose to use the Hub for any purpose other than mass transit . Even if the City were to sell the property, the City would have to reimburse to the FTA 80% of the then current net market value of the property. For example, the land was purchased for $4 a square foot and is now valued at $17 a square foot (not including the facilities). 2. There can be private development on the Hub property, but it must be related to mass transit, and any net revenues must be dedicated to mass transit purposes. As a result, the Hub could not become a profit center for the City. These two requirements limit the value of the Hub as an asset. If the City were to retain ownership of the Hub, the City would have to bear the cost of owning and managing a transit facility. Typically, transit facilities do not generate a profit, so a City subsidy might be necessary. The City is not in the transit business so it would also be necessary to contract with an outside entity to run the facility. 3 • Salt Lake City receives the following tangible benefits from the transfer of the Hub to the Utah Transit Authority: 1. Salt Lake City assumed numerous obligations in the original Interlocal Agreement signed August 25, 1999. All of our obligations under that Agreement will be assumed by UTA when they take ownership. 2. The previous City Administration saw the reconstruction of I -15 as an opportunity to shorten the 4 th, 5th and 6th South viaducts and consolidate the railroad corridor west of 600 West. It was necessary for Amtrak to relocate to make this possible. The City agreed to build a permanent facility for Amtrak in return for their agreement to move. In consideration of the transfer of ownership of the Hub, UTA has agreed to build the permanent Amtrak facility and related parking and transit plaza at an estimated cost of $2 million. UTA will be eligible for federal reimbu rsement of this cost over time, but there is no guarantee those funds will be received, and, if the City had retained responsibility to build the facility, it would have had to pay the 20% match, a total of$400,000 plus the upfront and ongoing financing costs. 3. UTA has argued that the City has a duty to extend TRAX from the Delta Center to the Hub. UTA has agreed to fund the extension on a roughly 75/25 basis in consideration of the Hub transfer, and in so doing, UTA argues it is more than compensating the City for transfer of the Hub. UTA will seek federal reimburs ements for up to 50% of the TRAX costs. Of the City's $8.5 million (25%) funding share, $2 million has already been funded by UTA, resulting in an actual City share of$6.5 million, or 20%. 4. UTA will assume responsibility for remediation of the derelict north warehouse on the Hub site. It is a public nuisance and a liability and must either be torn down, at an estimated cost of$300,000 , or rehabilitated. 5. UTA will assume responsibility for obtaining federal grants to complete the transit related projects. For several years, the City has had to concentrate our staff resources on obtaining such grants. UTA 's assumption of this responsibility will free the City to pursue grants in other areas. 6. UTA will assume all obligations under existing agreements relating to the Hub, including the lease s with Greyhound and Amtrak. 4 Payments under these leases essentially cover the City's ongoing costs of operation, and the lease s are not considered assets by the City. 7. UTA will assume all responsibility and liability for furt,her development of the project and management of the Hub on a day-to-day basis. Salt Lake City receives benefits from granting UTA a 100-year right- of-way franchise to use City streets to construct and operate a light rail extension from the Delta Center station to the Hub , without receiving a franchise fee in return. UTA is providing the City with an important addition to our transit system that will substantially improve the City's transportation options and increase development potential in the area. This agreement is an essential part of the en tire Hub transfer package. With regard to the Hub transfer, there are also numerous intangible benefits to the City. Without further financial responsibility , Salt Lake City will continue to reap the benefits of tr ansit development and related commercial development in the area with the inevitable increase in property values and taxes as well as sales tax. Meeting Salt Lake City's Purposes and Enhancing the Quality of Life for Residents: Salt Lake City Corporation has made enhanced mass transit a major focus in the effort to reduce air pollution and global warming. The City has adopted a performance measurement tool called the Balanced Scorecard to assist the City in articulating strategic goals, measures and targets for all departments and divisi ons within the City. The Balanced Scorecard is divided into eight focus areas, including Community Building/Diversity, and Revitalization of Downtown/Neighborhoods , Economic Development and Growth/Quality of Life. The accompanying goals include strengthe ping neighborhoods by investing in quality of life initiatives, revitalizing downtown by improvin g the City's economic base, increasing the number of people living and working downtown, and protecting and enhancing the environment. Therefore, at least four of the City's eight identified focus areas will be positively impacted by the Salt Lake City Intermodal Hub and the extension of TRAX to the Hub. It was necessary to reach the Hub transfer and right-of-way agreements with UTA to make these projects economically feasible for the City at the least possible cost to taxpayers. 5 Accomplishing Salt Lake City's Goals : The proposed Hub transfer and right-of-way franchise agreements are necessary and appropriate to accomplish Salt Lake City' s goal of revitalizing,downtown. As travel downtown is made easier, it will almost certainly lead to many future visits, thus assisting in the accomplishment of a major City goal -bringing people downtown to live, work and play. Enhanced mass transit opportunities will also protect our environment by offering alternatives to commuting in personal vehicles and driving in the downtown area. 6 MAR 31 2006 ROSS C."ROCKYMAY "ANDERSON All 1\ �. r(t tti iti ���J OFFICEICI OF THE MAYORYV 1 COUNCIL TRANSMITTAL ry TO: Rocky Fluhart, Chief Administrative Officer ç7) DATE : March 31, 2006 FROM: D.J. Baxter, Senior Advisor to the Mayor RE: Salt Lake City and the Utah Transit Authority Hub/TRAX Interlocal STAFF CONTACT: Mary Guy-Sell, Hub Project Manager, at 535-6244 or mary.guy- sell@slcgov.com RECOMMENDATION: That the City Council schedules a briefing to hear the Administration's recommendations for the Hub/TRAX Interlocal DOCUMENT TYPE: Briefing BUDGET IMPACT: FY 07 - none DISCUSSION: The Salt Lake City Administration recommends approval of the Interlocal Agreement (ILA) Regarding Design and Construction of the Gateway Intermodal Terminal Connection to the TRAX LRT Project between Salt Lake City(City) and the Utah Transit Authority(UTA). The ILA addresses the following key issues. 1. TRAX Connection Project Scope: a. Extend the TRAX line from the Delta Center to the Hub (refer to fig. 1). b. Build the Hub and 125 S 400 W stations with the TRAX connection c. Build the "wow" and structural footings/foundations for the 525 W 200 S station. d. The 525 W 200 S station shall be built-out by UTA once the total combined average weekday passenger boardings at the 400 West Station and Delta Center Station reaches 3,500; or by May 1, 2012, whichever occurs first. 2. TRAX Connection Project Schedule: a. Begin construction in July 2006. b. Complete construction by December 2007 which will meet the early commuter rail completion date. 451 SOUTH STATE STREET,ROOM 306,SALT LAKE CITY,UTAH 84111 TELEPHONE:801-535-7704 FAX:801-535-6331 wwvv slcoov corn • DELTA .ask CENTER 404 r Y ;.:y m... • 100 SOUTH 115 ar+�r+ M,k=: :v�J''" I Si Y 4 tl gr i o- i I • HUB ft, • LEGEND - MI -SLC TRAX EXTENSION PROJECT 300 SOUTH t•EXISTING TRAX PROPOSED STATION X PROPOSED FUTURE STATION , 41. t; [ EXISTING STATION• Figure 1 — TRAX Alignment 3. TRAX Connection Project Funding: Salt Lake City $ 8.45 million(includes complete costs for 525 W 200 S station) UTA/FTA $23.63 million Total Budget $32.08 million In addition to the City's share of the project budget,the City will fund/waive all permits and impact fees for the project. These costs are estimated to be less than$30,000. • The City and UTA have identified deductive alternates(ILA Exhibit G) which will be used to reduce costs if the project bid exceeds the budget. March 31, 2006 SLC/UTA Hub/TRAX Interlocal—City Council Briefing Page 2 The full costs for constructing the 525 W 200 S station are identified in Salt Lake City's share of the project budget. The portion of funds not expended on the initial phase of constructing the station will be encumbered in the City's Hub Enterprise Fund to be used by UTA for build-out of the future station. UTA shall pay any additional costs to construct the station in excess of the budgeted amount. 4. Project Management Project Integration Team: The project will be managed by the Project Integration Team consisting of two City staff(John Naser and Chuck Call) and two UTA staff. UTA will contract for the Construction Manager/General Contractor. Traffic and Staging Plans: The contractor is responsible for developing traffic and staging plans which coordinate holiday and other significant event planning for the impacted businesses. The contractor shall also be responsible for mitigating impacts to the Gateway parking garage throughout construction. Public Outreach: A Public Outreach plan will be developed by the contractor and approved by both the City and UTA. The goal is to ensure that the impacted businesses, residents, and other property owners are kept well-informed and are able to provide input throughout the construction process. 5. Art in Transit The project includes $250,000 (approximately 1% of the construction costs) for Art in Transit. The Art in Transit project will be coordinated between the Salt Lake City Arts Council and UTA. 6. Transfer of Hub Ownership The City shall transfer ownership of the Hub to UTA as part of the ILA. The City shall assign the Greyhound and Amtrak leases to UTA. In consideration for transferring ownership,UTA shall provide funding for the TRAX connection, complete the Hub transit plaza, build-out the Amtrak facility, and provide for on-site surface parking. UTA shall develop the Hub site in accordance with the Hub Site Development Plan (ILA Exhibit K) and the requirements of Gateway Mixed- use zoning. A Joint Development Committee has been established that is comprised of 3 UTA representatives, 3 City representatives (to be appointed by the Mayor) and an RDA representative. The intent of the committee is to "promote and support development of the Intermodal Hub Property, by initiating and proposing ideas,concepts and plans for consideration and action by UTA." 7. Public Way Use Agreement: The Public Way Use Agreement permits UTA to construct, operate, and maintain the TRAX line in city streets. March 31. 2006 SLC/UTA Hub/TRAX Interlocal—City Council Briefing Page 3 sire Hub Briefing Issues 1. 500 West/200 South Intersection Reconstruction Construction of the TRAX line along 200 South provides the opportunity for reconstructing the 500 West 200 South intersection to the full Park Block width. The Boyer Company is planning to construct an office building on the north side of 500 West between the 500 West Park Block right-of-way and Rio Grande Street. City Engineering has estimated the costs for reconfiguring the 500 West/200 South intersection to the full Park Block width at around $2.5 million. This estimate includes the relocation of two existing power poles which will intrude into the proposed roadway. The RDA has identified $2 million in costs for their project to bury the transmission lines on 500 West from 200 South to 700 South. • The TRAX line has been designed to accommodate the widening of 500 West at 200 South. • The street widening project cannot be reduced in scope nor can the work be completed in phases. • It is not essential to complete the RDA project at the same time as the street-widening project. • If the street widening project is delayed beyond construction of the TRAX line, it will not impact TRAX operations to complete the project in the future. 2. Capital Contribution Reimbursement In 1999, the General Fund loaned the Hub project approximately $6.4 million dollars for construction of the Intermodal Hub. The following plan has been developed to reimburse those monies $ 6.4 million loan(capital contribution) $-3.3 million FTA reimbursements (2007 - ?) $-1.8 million Class C road funds for 200 South reconstruction(FY 09) $ 2.3 million fund through future CIP and RDA requests 3. Redevelopment Agency (RDA) Interlocal Agreement An interlocal agreement between the City and the RDA is being developed to identify RDA's interests in the TRAX Connection project and future Hub development. The agreement will be transmitted to the RDA Board for a May 9 briefing. March 100A Si f/I JTA Huh/TRAX Interlocal—City Council Briefing Page 4 APR 1 3 200E SALT LAKE CITY ORDINANCE No. of 2006 (Relating to the TRAX extension project, extending light rail service from the Delta Center Station to the Salt Lake City Intennodal Hub; the granting by Salt Lake City to Utah Transit Authority of certain City street surface rights for the operation of such light rail extension; the conveyance of the Salt Lake City Inteiiiiodal Hub to Utah Transit Authority; and related matters) * AN ORDINANCE (1) APPROVING, AND AUTHORIZING THE EXECUTION AND DELIVERY OF, AN INTERLOCAL AGREEMENT BY AND BETWEEN SALT LAKE CITY CORPORATION AND UTAH TRANSIT AUTHORITY (A) RELATING TO THE DESIGN, CONSTRUCTION, OWNERSHIP AND FUNDING OF AN EXTENSION OF THE TRAX LIGHT RAIL LINE FROM THE DELTA CENTER STATION TO THE SALT LAKE CITY INTERMODAL HUB, (B) PROVIDING FOR TWO LIGHT RAIL STATIONS BETWEEN THE DELTA CENTER STATION AND THE INTERMODAL HUB, (C) PROVIDING FOR THE CONVEYANCE BY SALT LAKE CITY OF THE INTERMODAL HUB SITE AND THE IMPROVEMENTS THEREON TO UTAH TRANSIT AUTHORITY, AND (D) PROVIDING FOR OTHER RELATED MATTERS; (2) AUTHORIZING THE ASSIGNMENT TO UTAH TRANSIT AUTHORITY OF CERTAIN CONTRACTS RELATING TO THE SALT LAKE CITY INTERMODAL HUB AND THE TRAX EXTENSION PROJECT; (3) AUTHORIZING THE EXECUTION AND DELIVERY OF A PUBLIC WAY USE AGREEMENT GRANTING TO UTAH TRANSIT AUTHORITY CERTAIN CITY STREET SURFACE USE RIGHTS FOR OPERATION OF THE LIGHT RAIL EXTENSION; AND (4) AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF ALL DOCUMENTS NECESSARY TO CONSUMMATE THE FOREGOING TRANSACTIONS; AND RELATED MATTERS. * * * WHEREAS, Title 11, Chapter 13, Utah Code Annotated, allows public entities to enter into cooperative agreements to provide joint undertakings and services; and WHEREAS, Salt Lake City, Utah (the "City") and Utah Transit Authority ("UTA") desire to (a) provide for the design, construction, funding and ownership of facilities extending TRAX light rail line service from the Delta Center Station to the Salt Lake City Intermodal Hub (the "Hub"), (b) provide for the granting by the City to UTA of certain City street surface use rights, pursuant to a Public Way Use Agreement, for the operation of such TRAX light rail line, (c) provide for the conveyance by the City to UTA of the Hub, the Hub site and all related improvements, (d) provide for the assignment by the City to UTA of certain contracts relating to the Hub and the TRAX 1 extension project, and (e) make all other arrangements necessary or desirable in connection with the foregoing, and for this purpose have proposed entering into an interlocal cooperation agreement, as authorized by the Act; and WHEREAS, a proposed interlocal cooperation agreement entitled "Interlocal Agreement Regarding the Design and Construction of the Salt Lake City Intermodal Terminal Connection to TRAX LRT Project Between Salt Lake City Corporation and Utah Transit Authority" (such interlocal cooperation agreement, including all exhibits attached thereto, being referred to herein as the "Interlocal Agreement"), has been negotiated, and has been presented to and is now before the City Council for consideration; and WHEREAS, pursuant to the requirements of Section 10-8-2(3), Utah Code Annotated, a study has been performed setting forth an analysis and demonstrating the purpose for making the conveyances, assignments and grants contemplated by the Interlocal Agreement (the "Study"); and WHEREAS, the City Council has, following the giving of not less than fourteen (14) days public notice, conducted a public hearing relating to the foregoing, in satisfaction of the requirements of Sections 10-8-2(3) and 10-8-2(4), Utah Code Annotated; and WHEREAS, the Council has reviewed the Study, and has fully considered the analysis and conclusions set forth therein, and all comments made during the public hearing; and WHEREAS, the City Council desires at this time to approve such Interlocal Agreement and all transactions contemplated therein, NOW THEREFORE, BE IT ORDAINED by the City Council of Salt Lake City, Utah, as follows: 1. The City Council hereby adopts the conclusions set forth in the Study, and hereby finds and determines that, for all the reasons set forth in the Study, the conveyances and assignments contemplated by the Interlocal Agreement are supported by full and adequate consideration, both tangible and intangible. 2. That the Interlocal Agreement, in substantially the form presented to the City Council at the public meeting at which this Ordinance is adopted, is hereby approved, and Ross C. Anderson, Mayor of the City, or his designee, is hereby authorized to execute and deliver the Interlocal Agreement on behalf of the City, subject to such minor changes as do not materially affect the rights and obligations of the City thereunder and as shall be approved by the Mayor, his execution thereof to constitute conclusive evidence of such approval. 3. The assignment by the City to UTA of all contracts contemplated in the Interlocal Agreement to be so assigned, is hereby approved, and the Mayor, or his designee, is hereby authorized to execute and deliver on behalf of the City such documents as shall be deemed by the Mayor to be necessary or desirable to effect such assignments, including without limitation the Assignment and Assumption Agreement for Greyhound Lease, and the Assignment and Assumption Agreement for Amtrak Lease, in substantially the form of such Agreements attached to the Interlocal Agreement, subject to such minor changes as do not materially affect the rights and obligations of the City thereunder and as shall be approved by the Mayor, his execution thereof to constitute conclusive evidence of such approval. 4. That certain Public Way Use Agreement, in substantially the form attached to the Interlocal Agreement, is hereby approved, and the Mayor, or his designee, is hereby authorized to execute and deliver such Agreement on behalf of Salt Lake City Corporation, subject to such minor changes as do not materially affect the rights and obligations of the City thereunder and as shall be approved by the Mayor, his execution thereof to constitute conclusive evidence of such approval. 5. The Mayor, or his designee, is hereby authorized to execute and deliver all documents, certificates and showings, and to otherwise take any and all actions, deemed by the Mayor to be reasonably necessary or desirable to consummate the transactions contemplated by the foregoing. 6. Each of the foregoing documents authorized and approved by this Ordinance shall take effect on the date last signed by all necessary signatories. 7. This Ordinance shall become effective immediately upon publication of notice thereof by the Salt Lake City Recorder. Passed by the City Council of Salt Lake City, Utah, this day of , 2006. SALT LAKE CITY COUNCIL By: CHAIRPERSON 3 ATTEST AND COUNTERSIGN: CHIEF DEPUTY CITY RECORDER APPROVED AS TO FORM AND LEGALITY: • I SENIOR CITY ATTORNEY I:A\BC6753\DOCS\TRAX Ordinance 041206.doc 4 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 A INTERLOCAL AGREEMENT REGARDING THE DESIGN AND CONSTRUCTION OF THE SALT LAKE CITY INTERMODAL TERMINAL CONNECTION TO TRAX LRT PROJECT BETWEEN SALT LAKE CITY CORPORATION AND UTAH TRANSIT AUTHORITY COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 TABLE OF CONTENTS RECITALS 2 AGREEMENT 4 ARTICLE I. DEFINITIONS 4 ARTICLE II. STATUS OF PROJECT;PURPOSE OF AGREEMENT 8 ARTICLE III. TERM 9 ARTICLE IV. PROJECT DESCRIPTION 9 ARTICLE V. PERFORMANCE SPECIFICATIONS 12 ARTICLE VI. PROJECT BUDGET 13 ARTICLE VII. PROJECT MANAGEMENT AND DISPUTE RESOLUTION 16 ARTICLE VIII. PROJECT DESIGN 18 ARTICLE IX. PROJECT CONSTRUCTION 20 ARTICLE X. OWNERSHIP AND MAINTENANCE OF IMPROVEMENTS 74 ARTICLE XI. INSURANCE 24 ARTICLE XII. TRANSFER OF OWNERSHIP;INTERMODAL HUB 25 ARTICLE XIII. INDEMNITY 31 ARTICLEXIV. DEFAULT 31 ARTICLE XV. NOTICES 32 ARTICLE XVI. NON-WAIVER 32 ARTICLE XVII. SEVERABILITY 33 ARTICLE XVIII. GOVERNING LAW 33 ARTICLE XIX. NO THIRD PARTY BENEFICIARIES 33 ARTICLE XX. ENTIRE AGREEMENT;AMENDMENT 33 ARTICLE XXI. POLICE POWER 33 ARTICLE XXII. INTERLOCAL COOPERATION ACT REQUIREMENTS 34 ARTICLE XXIII. LIMITED OBLIGATIONS 34 ARTICLE XXIV. ETHICAL STANDARDS 35 ARTICLE XXV. INCORPORATION OF EXHIBITS 35 EXHIBIT A-PROJECT ALIGNMENT AND STATION LOCATIONS 1 EXHIBIT B-SIXTY FIVE PERCENT(65%)DESIGN DRAWINGS 1 EXHIBIT C-PROJECT BUDGET 1 EXHIBIT D-PROJECT SCHEDULE 1 EXHIBIT E-SITE PLAN FOR THE INTERMODAL HUB 1 EXHIBIT F-PUBLIC WAY USE AGREEMENT 1 EXHIBIT G-PRIORITY LIST OF SCOPE REDUCTION ITEMS 1 EXHIBIT H-SPECIAL WARRANTY DEED FOR INTERMODAL HUB 1 EXHIBIT I-ASSIGNMENT AND ASSUMPTION AGREEMENT FOR GREYHOUND LEASE 1 EXHIBIT J-ASSIGNMENT AND ASSUMPTION AGREEMENT FOR AMTRAK LEASE 1 EXHIBIT K-MASTER DEVELOPMENT PLAN FOR INTERMODAL HUB 1 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 A THIS INTERLOCAL AGREEMENT REGARDING THE DESIGN AND CONSTRUCTION OF THE SALT LAKE CITY INTERMODAL TERMINAL CONNECTION TO TRAX LRT PROJECT (the ``Agreement") is entered this day of 2006 by and between Salt Lake City Corporation, a municipal corporation and political subdivision of the State of Utah (the "City"), and Utah Transit Authority, a public transit district and political subdivision of the State of Utah ("UTA"). The City and UTA are hereafter sometimes collectively referred to as "parties" and either may be referred to individually as "party," all as governed by the context in which such words are used. RECITALS WHEREAS, UTA owns and operates a light rail public transportation system (the "TRAX System") within Salt Lake County, all segments of which currently extend to 350 West South Temple Street(the"Delta Center Station") in Downtown Salt Lake City; WHEREAS, UTA is constructing a high-speed commuter rail passenger system (the "Commuter Rail System"), the initial phase of which will extend from Weber County in the north to the Salt Lake City Intermodal Terminal (the"Intermodal Hub") at approximately 600 West and 300 South in Downtown Salt Lake City; WHEREAS, the City has substantially completed construction of Phases I and II of the Intermodal Hub utilizing City funding, with partial federal reimbursements provided through UTA; WHEREAS, in order to connect the Commuter Rail System with the Salt Lake Central Business District, to stimulate growth and development adjacent to the Intermodal Hub, to redevelop a "blighted" area that is part of the Depot District and Central Business District redevelopment project areas, to physically connect the Commuter Rail System to the TRAX System, and to increase the convenience and usage of public transportation within Downtown Salt Lake City, the parties are cooperating to extend the TRAX System six (6) blocks from the COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 4 Intermodal Hub to the Delta Center Station (the rail, roadway and utilities, and all design. construction and other work related thereto, are hereafter referred to as the"Project"); WHEREAS, the City has retained a consultant to perform the design work for the Project; WHEREAS. UTA will retain a construction manager/general contractor to oversee and/or perform the construction work for the Project; WHEREAS, the parties will each bear a portion of the Project costs as outlined in this Agreement; WHEREAS, the Project will be constructed within public right-of-way owned by the City and will require the modification of City-owned roadways and roadway improvements; WHEREAS, the Project will require the protection, modification or relocation of public utilities owned by the City; WHEREAS, in connection with the development of Commuter Rail System and TRAX System improvements at the Intermodal Hub, the City will transfer ownership of the Intermodal Hub to UTA; WHEREAS, there is an existing August 25, 1999 Interlocal Agreement entered between the parties and the parties intend that, unless specifically identified in this Agreement, all existing and prospective obligations under that Interlocal Agreement shall be superseded by this Agreement; WHEREAS, this Agreement is entered into under and pursuant to the provisions of the Interlocal Cooperation Act, Title 11, Chapter 13, Utah Code Annotated 1953, as amended (the "Act"), and the parties desire to evidence compliance with the terms and provisions of the Act; and WHEREAS, the parties wish to enter this Agreement in order to identify and confirm their mutual agreements regarding the numerous issues related to the Project. 3 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 AGREEMENT NOW, THEREFORE, on the stated Recitals, which are incorporated herein by reference, and for and in consideration of the mutual covenants and agreements hereafter set forth, the mutual benefits to the parties to be derived herefrom, and for other valuable consideration, the receipt and sufficiency of which the parties acknowledge, it is hereby agreed as follows: ARTICLE I. DEFINITIONS In addition to other terms that may be defined throughout this Agreement, the following capitalized terms shall have the meanings indicated below: 1.1 "Amtrak" means the National Railroad Passenger Corporation, which operates a passenger station and train servicing facility at the Intermodal Hub. 1.2 "Art in Transit" means the incorporation of artwork into public transit facilities in accordance with Federal Transit Administration Circular 9400.1A. 1.3 "Change" means any deletion, addition or other modification to the Project scope made after both the execution of the CM/GC Contract and the establishment of the GMP, which deletion, addition or modification results in a claim for a change order under the CM/GC Contract. 1.4 "City" means Salt Lake City Corporation, a municipal corporation and political subdivision of the State of Utah. 1.5 "City Representative" means the person so designated pursuant to Section 7.4 of this Agreement. 1.6 "City Right-of-Way" means those portions of 400 West Street, 200 South Street and 600 West Street that are owned by the City and will be occupied by TRAX System improvements as shown on Exhibit A to this Agreement. 1.7 "CM/GC" means the construction manager/general contractor with whom UTA will contract to: (a) coordinate with the Consultant during final design; (b) provide 4 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 preconstruction value engineering and constructability reviews; (c) prepare Traffic and Staging Plans and Public Outreach Plans (as such terms are defined in Article IX of this Agreement) for review by the parties; (d) construct those portions of the Project to be self-performed by the CM/GC; (e) procure, manage and oversee those portions of the Project to be subcontracted; and (f) negotiate and establish a GMP for the Project as identified in the CM/GC Contract. 1.8 "CM/GC Contract" means the contract UTA will execute with the CM/GC. 1.9 '`Commuter Rail System" means the 44-mile commuter rail passenger line currently under construction and extending from Pleasant View City to the Intermodal Hub, and includes any future extensions, additions or modifications to such commuter rail line. 1.10 '`Construction Submittals" means all construction schedules, construction staging plans, utility shutdown plans, Traffic and Staging Plans and Public Outreach Plans (as such terms are defined in Article IX of this Agreement), QA/QC plans, fabrication drawings, approved equals requests, value engineering proposals, product and test data and other deliverables that are provided by the CM/GC from time to time for review, approval or comment pursuant to the CM/GC Contract. 1.11 '`Consultant" means the design consultant with whom the City has contracted to provide preliminary engineering and final design services, construction engineering and administration services, cost estimating and similar work for the Project. 1.12 "Consultant Contract" means the contract the City has entered with the Consultant. 1.13 "Delta Center Station" means the existing light rail station located at approximately 350 West South Temple Street. 1.14 "Design Submittals" means all interim drawings, specifications, basis of design documents, design assumptions, "over-the-shoulder" review items or other matters that are submitted by the Consultant from time to time for review, comment or determination in the preparation of 90% Design Drawings and Final Design Drawings. 5 • COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 1.15 "Final Design Drawings" means the final set of drawings, specifications and cost estimates sealed by the design engineer of record for the Project and prepared to conform with the GMP for the Project. 1.16 "FTA" means the Federal Transit Administration, the public transportation modal administration for the United States Department of Transportation. 1.17 "GMP" means the "not to exceed price" to be paid to the CM/GC for the performance of construction and other work related to the Project. 1.18 "Indemnified Party"has the meaning set forth in Article XIII of this Agreement. 1.19 "Indemnifying Party" has the meaning set forth in Article XIII of this Agreement. 1.20 "Intermodal Hub" means the Salt Lake City Intermodal Terminal constructed by the City with funding provided (or to be provided) in part by an FTA grant and including (or to include): (a) Greyhound facilities; (b) Amtrak facilities; (c) UTA bus facilities; (d) TRAX System facilities; (e) Commuter Rail System facilities; and (f) other improvements and facilities constructed from time to time. 1.21 "Greyhound" means Greyhound Lines Inc., which operates a passenger station and bus maintenance facility at the Intermodal Hub. 1.22 "Ninety Percent (90%) Design Drawings" means the set of drawings, specifications and cost estimates for the Project at 90% completion. "Ninety Percent (90%) Design Drawings" also means any additional deliverables that the Consultant is required to provide for the "Final Design Phase" pursuant to the Consultant Contract 1.23 "Performance Specifications" has the meaning set forth in Article V of this Agreement. 1.24 "Project" means the design, construction, systems integration, startup testing and other work necessary for the connection of the Intermodal Hub to the TRAX System. 6 COUNCIL/BOARD S[BN11SSI0N DRAFT 3/31/06 1.25 "Project Budget" means the total amount allocated to the Project by the parties under this Agreement through local funds and anticipated federal grants. The Project Budget is attached as Exhibit C of this Agreement. 1.26 "Project Integration Team" means the committee comprised of representatives from each party, which committee is responsible for reviewing relevant Project matters for the parties. The composition of the Project Integration Team is set forth in Section 7.1 of this Agreement. 1.27 `'Project Policy Team" means the dispute resolution and policy setting committee created pursuant to Section 7.5 of this Agreement. 1.28 "Project Schedule" means the proposed completion dates for Project milestones attached as Exhibit D to this Agreement. 1.29 "RDA" means the Redevelopment Agency of Salt Lake City, a body corporate and politic of the State of Utah. 1.30 "RFP" has the meaning set forth in Section 9.1 of this Agreement. 1.31 "Sixty Five Percent (65%) Design Drawings" means the set of drawings, specifications and cost estimates for the Project at 65% completion, which were prepared by the Consultant prior to the execution of this Agreement and which constitute the baseline for the Project scope and the Project Budget. The Sixty Five Percent (65%) Design Drawings are attached as Exhibit B of this Agreement. 1.32 "TRAX System" means the current Sandy and University TRAX Lines operated by UTA and includes any future projects, extensions, additions or modifications to such light rail lines. Upon completion of the Project, the term TRAX System shall include the six-block extension to the Intermodal Hub. 1.33 "UTA" means the Utah Transit Authority, a public transit district and political subdivision of the State of Utah. 7 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 1.34 "UTA Representative" means the person so designated pursuant to Section 7.3 of this Agreement. ARTICLE II. STATUS OF PROJECT; PURPOSE OF AGREEMENT 2.1 Prior to the execution of this Agreement, the City retained the Consultant to prepare 65% Design Drawings, 90% Design Drawings and Final Design Drawings for the Project. The 65% Design Drawings have been accepted and approved by both parties and form the baseline for the Project scope and the Project Budget. The City has authorized the Consultant to proceed with final design of the Project. While the City will be the contracting party with respect to the Consultant Contract, the rail improvements constructed pursuant to the Project will ultimately be accepted, owned, operated and maintained by UTA as part of the TRAX System. Accordingly, it is important that the Project be designed in close coordination with UTA, and in accordance with UTA's Light Rail Criteria Manual and other design and operational requirements and subject to the City's needs, standards and requirements. 2.2 After consultation with the City, UTA will select and contract with the CM/GC responsible for Project construction. While UTA will be the contracting party with respect to the CM/GC Contract, the Project will be constructed in the City Right-of-Way and will affect traffic patterns and commercial and residential access within the City. Project construction will also impact public utilities, roadway improvements and other City-owned facilities. Hence, it is important that the Project be constructed in close coordination with the City and in accordance with the City's engineering standards and requirements for public utility shutdowns, road closures, maintenance of commercial and residential access and similar matters. 2.3 As part of this Agreement, UTA will assume ownership and responsibility for and with respect to the Intermodal Hub and the operation thereof. 2.4 Therefore, the parties have entered into this Agreement for the following primary purposes: 8 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 2.4.1 To identify and document the interests and objectives of each party with respect to the Project and establish minimum Project requirements. This Agreement shall constitute the guiding document governing the Project and shall be referenced in the Consultant Contract and the CM/GC Contract. 2.4.2 To identify the allocation of Project costs between the parties. 2.4.3 To describe the respective responsibilities of the parties and establish cooperative procedures that will achieve the objectives identified herein. 2.4.4 To establish mechanisms for resolving any disputes between the parties arising in connection with the Project. 2.4.5 To establish the terms and conditions pursuant to which the City will convey fee title to the Intermodal Hub. ARTICLE III. TERM This Agreement shall be effective as of the date of execution by both parties and, unless otherwise agreed between the parties, shall continue thereafter in full force and effect until all obligations, commitments and requirements have been fully performed as set forth hereunder. Nothing provided herein shall be construed so as to exceed the term limitation provided in UCA §1 1-13-204 (as amended). The expiration or termination of this Agreement shall not relieve or excuse either party of any obligations accruing prior to the expiration or termination hereof including, without limitation, the covenants and warranties made hereunder and any obligations accruing under the indemnification provisions set forth in Article XIII of this Agreement. ARTICLE IV. PROJECT DESCRIPTION 4.1 The Project shall be constructed in the City Right-of-Way. The Project shall be built with a center-of-street configuration, except for those portions constructed at the Intermodal Hub. The Project shall be integrated into the TRAX System and shall be generally consistent with the details and specifications of the TRAX System and standard reconstruction of City roadway pavement and utility improvements, storm drainage sidewalk improvements, street lights 9 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 and traffic signals. The scope of the Project is detailed in the 65% Design Drawings attached as Exhibit B of this Agreement. 4 2 A terminal station shall be constructed at the Intermodal Hub. The details and specifications for the transit plaza, including the terminal station, shall be consistent with the City's site plan for the Intermodal Hub attached as Exhibit E. 4.3 One intermediate station shall be constructed at approximately 125 South 400 West (the "400 West Station") as part of the initial build-out of the Project. This station shall be opened for revenue service with the Project. The station details and specifications shall be similar to other Downtown stations within the TRAX System. 4.4 The infrastructure and track alignment for a second intermediate station shall be constructed at approximately 525 West 200 South (the "200 South Station") as part of the initial build-out of the Project. The scope of the 200 South Station infrastructure shall be determined by the Project Integration Team. The City shall fund an amount equal to the difference between the cost of building the 400 West Station and the cost of building the 200 South Station infrastructure. This amount is part of the City's local funding commitment under Section 6.3 and shall be held by the parties to complete final build-out the 200 South Station. The future 200 South Station shall be completed upon the first to occur of the following events: (a) the total combined average weekday passenger boardings at the 400 West Station and Delta Center Station reach 3,500; or(b) May 1, 2012. When the first of the aforementioned events occurs as described above, UTA shall complete construction of the 200 South Station and place it into revenue service within one year or, if completion within one year is not practicable, as quickly as reasonable diligence allows. Any costs for constructing the 200 South Station in excess of the amounts provided by the City (as set forth above)shall be the sole responsibility of UTA. 4.5 The City shall grant UTA the right to construct, operate and maintain the Project in City Right-of-Way pursuant to an agreement in substantially the same form as the Public Way Use Agreement attached as Exhibit F to this Agreement. 10 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 4.6 The Project shall be constructed in general accordance with the Project Schedule attached as Exhibit D to this Agreement. The Project Schedule is coordinated with the anticipated opening of the Commuter Rail System and the parties acknowledge the importance of completing the Project prior to the opening of the Commuter Rail System. The parties agree to cooperate and coordinate in good faith to complete the Project in accordance with the Project Schedule. 4.7 The Project Budget includes an Art in Transit line item of one percent (1%) of the Project construction costs or S250,000, whichever is less. The Art in Transit budget includes amounts for all three stations and will fund all artwork, artist's fees and all costs necessary to integrate Art in Transit into the Project. The purpose of the Art in Transit program is to enhance the TRAX stations by integrating an aesthetic component to the Project reflecting the character, history and cultural context of the CBD and Depot Districts. The Salt Lake Art Design Board (the "Art Design Board"), with administrative support from the Salt Lake City Arts Council, shall: (a) issue a request for qualifications for the public art to be incorporated into the stations; (b) review the materials submitted in response to the request for qualifications; (c) include City and UTA representatives at review meetings; and (d) provide a recommendation for the artist(s) to be selected for Art in Transit. Final approval for the artist(s) to be selected shall be made by the Salt Lake City Mayor and the General Manager of UTA. The Art Design Board shall not recommend any artwork that: (x) creates a potential safety hazard with respect to the operation of the TRAX System; or (y) materially increases the operation or maintenance costs of the TRAX System. UTA and the City shall contract with the approved artist(s). The City Arts Council shall serve as project manager for any Art in Transit project and UTA shall serve as budget manager. UTA shall cause the installation of supporting improvements for the approved artwork to be included within the scope of the CM/GC Contract with budget provided from the Art in Transit account. 11 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 4.8 The City agrees to fund all required City permits, connection and impact fees related to the Project as part of its Project costs. 4.9 The Project represents a major cooperative effort between the parties. Each party agrees to cooperate with the other in a manner consistent with the respective commitments and obligations made and assumed under this Agreement. Such cooperation shall include the dedication of personnel and payment of committed funds as necessary to complete the Project according to this Agreement. ARTICLE V. PERFORMANCE SPECIFICATIONS The parties agree that the Project shall be designed and constructed, at a minimum, in accordance with the following standards and requirements, which are collectively referred to as the "Performance Specifications." Unless otherwise agreed by the parties: (a) the City shall cause the Consultant to incorporate the Performance Specifications into Project design; and (b) UTA shall cause the CM/GC to perform all preconstruction and construction work in accordance with the Performance Specifications. The following standards shall constitute the Performance Specifications: 5.1 UTA's Light Rail Design Criteria Manual. 5.2 Manual of Standard Specifications, as published by the Utah Chapter of the American Public Works Association. 5.3 Manual of Standard Plans, as published by the Utah Chapter of the American Public Works Association. 5.4 The Salt Lake City Public Utilities Department Performance Specifications and Design Criteria for culinary water, sanitary sewer and storm drain facilities. 5.5 The FHWA Manual on Uniform Traffic Control Devices. 5.6 The Traffic Control Manual published by the Utah LTAP Center of Utah State University. 5.7 The City's as-built construction drawings for the Intermodal Hub. 1? COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 5.8 The Americans With Disabilities Act, and all rules, regulations, interpretive guidance and other authority promulgated pursuant to the Americans With Disabilities Act. 5.9 Salt Lake City lntermodal Hub Site Management Plan for the Salt Lake City Intermodal Hub. 5.10 All applicable building codes, laws and regulations. ARTICLE VI. PROJECT BUDGET 6.1 The parties have established a total Project Budget of$32,000.000. The Project Budget is detailed in Exhibit C to this Agreement. 6.2 UTA shall fund the Project in the amount of $8,450,000 (26.4% of the total Project cost). This shall consist of local UTA funding. 6.3 The City shall fund the Project in the amount of$8,450,000 (26.4% of the total Project cost). This shall consist of local City funding. The City has expended or will expend approximately $2,462,000 toward the Consultant Contract. Actual City expenditures under the Consultant Contract shall be credited toward the City's share of the funding. The City has identified additional funding sources for the balance of its commitment in fiscal years 2007 and 2008. The City shall make these funds available to UTA on a monthly basis over the course of construction. UTA shall invoice the City on a monthly basis for the City's share of construction costs incurred by the CM/GC and paid to the CM/GC by UTA. The City will seek various sources for its share of the Project costs, including contributions from the RDA. RDA contributions will come from funds available associated with the Depot and Central Business Districts. 6.4 UTA shall advance the remaining portion of the Project Budget out of local funding. UTA shall seek to obtain reimbursement for some or all of this $15,100,000 through one or more federal grants to be issued under the November 2, 2005 Letter of No Prejudice obtained with respect to the lntermodal Hub construction project. UTA shall assume all risks related to obtaining the required federal grants, as well as the appropriation of federal monies 13 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 pursuant to such grants. UTA will reimburse the City for any funds paid by the City under this Agreement for which UTA subsequently seeks and receives reimbursements from the FTA. 6.5 UTA shall maintain an accounting system and accounting records that thoroughly track the receipt and expenditure of all City and RDA contributions. The system shall be created and administered in a manner such that the City and RDA are able to affirmatively verify that all contributions are expended in compliance with limitations associated with funding sources from the Depot and Central Business Districts. UTA's accounting system and accounting records shall also satisfy all applicable FTA grant requirements. 6.6 Neither party has allocated or budgeted additional funds for the Project. Accordingly, the City has instructed the Consultant to design the Project to stay within the Project Budget. The Project Budget is based on the 65% Design Drawings, which establish the baseline for the Project scope. To the extent that either party requests a modification to the 65% Design Drawings, and such proposed modification will increase Project costs in a manner that increases the overall Project Budget, the requesting party shall agree to unilaterally fund the incremental cost. 6.7 To the extent it at any time becomes apparent from the cost estimates that the scope of design (as established by the 65% Design Drawings and refined during final design) shall cause the Project to exceed the Project Budget, the City shall cause the Consultant to reduce the scope of the Project. Reductions in scope shall be made in accordance with the priorities listed in the attached Exhibit G. In lieu of reducing the scope of the Project: (a) both parties may jointly agree to increase the Project Budget by written amendment to this Agreement, and based upon the Project Budget percentages identified in Sections 6.2 and 6.3 of this Agreement or as otherwise agreed; or(b) either party may agree to unilaterally fund any item that would otherwise be deleted from the scope of the Project. Nothing provided in this Section shall be construed so as to require or allow the Project to be designed in material conflict with any applicable Performance Specification unless otherwise agreed in writing by the parties. 14 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 6.8 Upon approval of the 90% Design Drawings, including construction cost estimates, UTA shall negotiate with the CM/GC a GMP (guaranteed maximum price) for construction. The GMP shall be consistent with the Project Budget. If UTA is unable to negotiate a GMP that is consistent with the Project Budget, the parties shall meet and determine whether to: (a) jointly increase and fund the Project Budget by written amendment to this Agreement, and based upon the Project Budget percentages identified in Sections 6.2 and 6.3 of this Agreement or as otherwise agreed; (b) reduce Project costs through modification or reduction in the scope of the Project; (c) allow either party to unilaterally fund any item that would otherwise be deleted from the scope of the Project; or (d) reduce Project costs through implementation of value engineering proposals. Reductions in the scope of the Project shall be made in accordance with the priorities listed in the attached Exhibit G. Nothing provided in this Section shall be construed so as to require or allow the Project to be constructed in material conflict with any applicable Performance Specification unless otherwise agreed in writing by the parties. The 90% Design Drawings shall be advanced to Final Design Drawings conforming to the established GMP. 6.9 After a GMP for construction is reached with the CM/GC, any incremental Project costs resulting from Changes shall be financed in accordance with this Section 6.9. Incremental costs that result from changed site conditions or other circumstances that were unknown to the parties at the time that the GMP was determined, shall be borne by the parties based upon the Project Budget percentages identified in Sections 6.2 and 6.3 of this Agreement or as otherwise agreed. Incremental costs resulting from a Change that is mutually agreed to by the Parties shall be borne by the parties based upon the Project Budget percentages identified in Sections 6.2 and 6.3 of this Agreement or as otherwise agreed. Incremental costs resulting from a Change requested by one party, but not accepted by the other party, shall be borne solely by the requesting party. 15 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 6.10 As part of the Project Budget, a sum of $100,000 shall be deposited into an escrow account to be used by UTA to fund future maintenance,restoration and replacement of the Art in Transit improvements installed at the stations. ARTICLE VII. PROJECT MANAGEMENT AND DISPUTE RESOLUTION 7.1 The parties hereby create a Project Integration Team consisting of the UTA Representative, the City Representative and additional representatives as agreed by the parties from time to time. The Project Integration Team shall: (a) review and approve relevant deliverables as set forth in this Agreement; (b) provide day-to-day input to the Consultant and the CM/GC as necessary for the Project design and construction; (c) implement modifications to the Project scope (as set forth in Exhibit G) as may be necessary to conform to the Project Budget; (d) if necessary, recommend any amendments to this Agreement changing the Project Budget as contemplated herein; and (e) address and resolve issues, disputes or concerns arising during the course of the Project. The initial members of the Project Integration Team shall be: For the City: John Naser 801-535-6240 iohn.naser@slcgov.com Chuck Call 801-483-6840 chuck.call@slcgov.com For UTA: Greg Thorpe 801-287-2572 gthrope a uta.cog.ut.us Kevin Cox 801-287-2596 kcox@uta.cog.ut.us Either party may change some or all of its representatives on the Project Integration Team by delivering written notice to the other party in accordance with the notice provisions set forth in Article XV of this Agreement. 7.2 The parties hereby commit to appoint to the Project Integration Team individuals who shall be dedicated to the Project as necessary to represent the respective interests of the parties, shall participate in the activities of the Project Integration Team as outlined in this Agreement, and shall attend applicable meetings held throughout the Project. Each member of the Project Integration Team shall consult with such technical experts, principals or other personnel of his or her respective party as may be appropriate in the performance of his or her 16 COUNCIL/BOARD St BMISSION DRAFT 3/31/06 duties on the Project. and shall obtain any authority or approval required on the part of his or her appointing party prior to authorizing, approving or taking any action on behalf of the Project. 7.3 UTA shall designate the UTA Representative who shall serve on the Project Integration Team and shall be the principal contact point with respect to the CM/GC Contract. Any formal communications, directions, modifications requests for Changes, or other correspondence with the CM/GC shall be delivered by the UTA Representative. The initial UTA Representative shall be Greg Thorpe, UTA Manager of Light Rail Engineering and Construction. UTA may change the UTA Representative from time to time by delivery of written notice to the City as provided in Article XV of this Agreement. 7.4 The City shall designate the City Representative who shall serve on the Project Integration Team and shall be the principal contact point with respect to the Consultant Contract. Any formal communications, directions, modifications, requests for changes, or other correspondence with the Consultant shall be delivered by the City Representative. The initial City Representative shall be John Naser, Senior Engineering Project Manager. The City may change the City Representative from time to time by delivery of written notice to UTA as provided in Article XV of this Agreement. 7.5 The parties hereby create a Project Policy Team which shall be comprised of UTA's Chief Capital Development Officer and the City Engineer, Max Peterson. Any issues that cannot be resolved at the Project Integration Team level shall be elevated to the Project Policy Team for consideration and resolution. 7.6 Any dispute that cannot be resolved by the Project Policy Team shall be forwarded to UTA's General Manager and the City's Deputy Mayor, Rocky Fluhart. 7.7 The parties shall exhaust the dispute escalation and resolution process identified in this Article prior to the initiation of any formal legal action. If a dispute cannot be resolved by the parties after good faith negotiations as outlined in this Article, the dispute may then be brought before a court of competent jurisdiction as set forth in Article XVIII of this Agreement. 17 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 ARTICLE VIII. PROJECT DESIGN 8.1 The Consultant has completed the 65% Design Drawings, and the City has given the Consultant authorization to proceed with final design. The 65% Design Drawings constitute the scope of the Project and form the basis for the final design work to be performed by the Consultant. 8.2 The City shall oversee and manage the efforts of the Consultant consistent with the Consultant Contract, the Performance Specifications and the provisions of this Agreement. The City Representative shall be the sole point of formal contact with the Consultant until completion of the 90% Design Drawings. The City recognizes that UTA will have considerable interaction with the Consultant, but the parties agree that UTA shall not provide formal direction to the Consultant under the Consultant Contract. 8.3 Throughout the final design process, the City shall cause the Consultant to provide UTA with the opportunity to review and comment upon all Design Submittals. Each Design Submittal shall state the latest permissible date for receipt of comments, which date must be reasonable given the nature of the Design Submittal. Notwithstanding the identified review period, UTA shall use its best efforts to review and comment upon the Design Submittals in a shorter period of time, if such shorter review time is reasonable. The City shall cause the Consultant to address all comments and objections submitted by UTA with respect to the Design Submittals and to resolve such issues to UTA's reasonable satisfaction. 8.4 The City shall ensure that UTA participates in all formal and informal design meetings and reviews with the Consultant. 8.5 The City shall cause the Consultant to design the Project in a manner such that the cost estimates for construction, including contingency, are consistent with the overall Project Budget. The City shall monitor the design work against the overall Project Budget and shall address any potential overruns identified during the design process consistent with the provisions of Article VI of this Agreement. 18 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 8.6 The City shall cause the Consultant to provide UTA with a draft set of 909,0 Desiim Drawings. UTA shall have ten (10) days to review and comment upon the 90% Design Drawings. Notwithstanding the 10-day review period. UTA shall use its best efforts to review and comment upon the 90% Design Drawings in a shorter period of time. The City shall cause the Consultant to address all comments and objections submitted by UTA with respect to the 90% Design Drawings and to resolve such issues to UTA's reasonable satisfaction. The 90% Design Drawings shall be used by UTA to negotiate a GMP for the Project. Any changes to the 90% Design Drawings necessitated by the GMP negotiations shall be approved by both parties, and once so approved, shall be incorporated into the Final Design Drawings. The Final Design Drawings shall constitute the final work scope for Project construction. 8.7 Upon completion of the Final Design Drawings, the City shall assign and delegate to UTA, and UTA shall assume, all rights and obligations under the Consultant Contract. UTA shall oversee the construction-phase services to be performed by the Consultant including, without limitation, processing all Construction Submittals, invoices, change orders, requests for clarification and quality control on behalf of the parties as set forth in the Consultant Contract. The City's obligation to assign and delegate the Consultant Contract shall be subject to the City obtaining the consent of the Consultant. Upon assignment of the Consultant Contract, the City shall be released from all obligations under the Consultant Contract, excepting those obligations previously accrued as of the date of assignment. 8.8 The City and UTA each agree to enforce (for such period as each respectively holds the Consultant Contract) all terms, conditions, performance requirements and warranties provided under the Consultant Contract on behalf of the other party, and to cause the Consultant to correct any defective or non-compliant work as required by the Consultant Contract, the Performance Specifications or as reasonably requested by the other party. 19 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 ARTICLE IX. PROJECT CONSTRUCTION 9.1 Prior to completion of final design, UTA shall prepare, advertise and disseminate a request for proposals ("RFP") to be used in the selection of the CM/GC. The RFP shall be based on the 90% Design Drawings. Prior to public dissemination, UTA shall deliver a draft RFP to the City for review and comment. The City shall have fifteen (15) days to review and comment on the draft RFP. Notwithstanding the 15-day review period, the City shall use its best efforts to review and comment upon the draft RFP in a shorter period of time, if such shorter review time is reasonable. The parties shall cooperate and resolve all City comments or objections to the RFP prior to public dissemination. 9.2 UTA shall coordinate the evaluation of proposals received in response to the RFP and the process of selecting the CM/GC. The Project Integration Team shall appoint the selection team for this procurement, which selection team shall evaluate the proposals received in response to the RFP and select the CM/GC. The CM/GC shall be selected according to a "best value" selection process based on the criteria set forth in the approved RFP. 9.3 UTA shall negotiate, prepare, execute and deliver the CM/GC Contract, and shall authorize the CM/GC to proceed with the preconstruction phase of the CM/GC Contract. The CM/GC Contract shall incorporate the scope,terms and conditions of the approved RFP. 9.4 UTA shall ensure that the City participates in all formal and informal meetings and reviews with the CM/GC. 9.5 UTA shall cause the CM/GC to provide the City with the opportunity to review and comment upon all Construction Submittals materially affecting the City, including any Construction Submittals related to the City's roadway or utility facilities, the Project Budget, the management of traffic during construction or the distribution of construction information to the public. Each Construction Submittal shall state the latest permissible date for receipt of comments, which date must be reasonable given the nature of the Construction Submittal. Notwithstanding the identified review period, the City shall use its best efforts to review and 20 COUNCIL/BOARD SUBMISSION DR.-AFT 3/31/06 comment upon the Construction Submittals in a shorter period of time, if such shorter review time is reasonable. UTA shall cause the CM/GC to address all comments and objections submitted by the City with respect to the Construction Submittals, and to resolve such issues to the City's reasonable satisfaction. 9.6 UTA shall oversee and manage the efforts of the CM,GC consistent with the CM/GC Contract, the Performance Specifications and the provisions of this Agreement. UTA shall be the sole point of formal contact with the CM/GC during the preconstruction and construction phases of the Project. UTA recognizes that the City will have considerable interaction with the CM/GC, but the parties agree that the City shall not provide formal direction to the CM/GC under the CM/GC Contract. 9.7 The parties agree and acknowledge that the CM/GC shall begin preconstruction services, construction materials procurement and advance utility work before the approval of the 90% Design Drawings and Final Design Drawings. The parties have selected the CM/GC project delivery method, in part, to allow for value engineering proposals and constructability reviews. This delivery method also allows the CM/GC to provide input regarding Traffic and Staging Plans and Public Outreach Plans (as such terms are defined below) related to the Project. The involvement of the CM/GC during the preconstruction phase may result in changes to the design. or the redesign of certain elements of the Project. The parties agree to cooperate and closely coordinate the work of the Consultant and the CM/GC during the preconstruction phase of the Project in order to minimize duplicative work and to reduce the overall budget for the Project. The parties also agree to manage their respective contracts in a manner that allows for a cooperative and constructive process consistent with the Project Budget, the Project Schedule and the objectives identified in this Agreement. 9.8 UTA shall negotiate a GMP, and shall authorize the CM/GC to proceed with the construction phase of the CM/GC Contract. The GMP shall be consistent with the Project Budget described in Article VI of this Agreement. To the extent UTA is unable to negotiate a GMP for 2t COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 the work identified in the 90% Design Drawings within the scope of the Project Budget, UTA and the City shall address the potential overruns consistent with the provisions of Article VI of this Agreement. Any changes to the 90% Design Drawings shall be subject to the approval of both parties and, once so approved, shall be incorporated into the Final Design Drawings. The Final Design Drawings shall constitute the final work scope for Project construction. 9.9 UTA shall ensure that the City has access to the Project site as necessary to monitor all Project construction. If, as a result of the City's observation of construction, the City objects to the manner in which work is being performed, the City shall immediately notify the UTA Representative or his or her designee. UTA shall cause the CM/GC to comply with the Final Design Drawings (including any Changes approved by the Project Integration Team), the Performance Specifications and the terms and conditions of this Agreement. The City shall not directly order the CM/GC to stop or correct work except as necessary to prevent or mitigate an imminent threat of death, bodily injury, or other serious damage to persons or property as determined by the City in good faith. 9.10 Any proposed Changes to the CM/GC Contract shall be subject to review and approval of the Project Integration Team. Any incremental costs that result from a proposed Change shall be allocated between the parties as provided in Article VI of this Agreement. Unless otherwise agreed between the parties, no Change will be approved to the extent that the Change would adversely affect the Project Schedule. 9.11 UTA agrees to enforce all terms, conditions, performance requirements and warranties provided under the CM/GC Contract on behalf of the City and to cause the CM/GC to correct any defective or non-compliant work as required by the CM/GC Contract and as reasonably requested by the City. 9.12 To the extent that the Final Design Drawings require privately-owned utility facilities (including but not limited to electric power, gas, telephone, cable or telecommunications) to be relocated, the City will, consistent with applicable law and on a case- COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 by-case basis. consider exercising any rights it may have under existing contracts, franchise agreements, ordinances or general law to cause such owners to relocate their utilities at the owner's expense. All direct and indirect costs incurred by the City in connection with the enforcement of such contracts, franchise agreements. ordinances or general law shall be borne by the Project. 9.13 In order to minimize the adverse impact of the Project on traffic and abutting property owners and patrons, UTA shall cause the CM/GC to prepare a Maintenance of Traffic and Access Plan, Traffic Control Plan and Construction Staging Plan (the "Traffic and Staging Plans") as part of the CM/GC's scope of work. The Traffic and Staging Plans shall be prepared by a Utah-licensed professional engineer with demonstrated expertise in traffic engineering and the development of maintenance of traffic and access plans in construction areas. The Traffic and Staging Plans shall include measures to minimize traffic disruption, provide traffic safety and assure abutting property access during construction. The Traffic and Staging Plans shall take into account other major construction projects which may affect traffic in and near the area affected by the Project. The Traffic and Staging Plans shall include construction-related traffic mitigation strategies, a signage plan from the 600 South Interchange recommending directions to the Gateway development and other impacted businesses, and construction staging. Notwithstanding the foregoing, the Traffic and Staging Plans shall address: (a) internal and external parking and circulation strategies in and around the Gateway development and other businesses impacted by the Project that would help mitigate any potential impacts of the Project; and (b) prohibitions regarding work performed on the Project during the holiday shopping season. The Traffic and Staging Plans shall be reviewed and approved by the parties. 9.14 In order to minimize the adverse impact of the Project to the community, the parties will cause a public outreach, communication and coordination effort(the`'Public Outreach Plan") to be implemented with respect to all construction. Proposals for a Public Outreach Plan will be considered in the selection of the CM/GC, and the Public Outreach Plan will be developed 23 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 by CM/GC as part of the pre-construction services. The Public Outreach Plan will be reviewed and approved by the parties. ARTICLE X. OWNERSHIP AND MAINTENANCE OF IMPROVEMENTS 10.1 Upon satisfactory completion of the track and station improvements constructed pursuant to the Project, UTA shall accept such improvements as part of the TRAX System. UTA shall assume all maintenance and operation responsibility with respect to such improvements, and shall indemnify the City with respect to the operation and maintenance of such improvements, consistent with the terms and conditions of the Public Way Use Agreement attached as Exhibit F. 10.2 Upon satisfactory completion of the utility, roadway, sidewalk and related improvements constructed pursuant to the Project,the City shall accept such improvements as the City's public improvements. The City shall assume all maintenance and operation responsibility with respect to such improvements, and shall indemnify UTA with respect to the operation and maintenance of such improvements, subject to the terms and conditions of the Public Way Use Agreement attached as Exhibit F. Nothing provided in this Section 10.2 shall be construed to limit UTA's obligation to enforce the terms of the CM/GC Contract as set forth in Section 9.1 1 of this Agreement. ARTICLE XI. INSURANCE 11.1 The City shall cause the Consultant to maintain the following insurance: (a) professional liability insurance that provides limits of not less than $5 Million per occurrence with a $10 Million annual aggregate limit, and that insures the Consultant's obligation to indemnify the City and UTA under the Consultant Contract; (b) commercial general liability insurance with limits of at least $1 Million per occurrence with a$2 Million annual aggregate; (c) commercial automobile insurance with limits of not less than $1 Million for any one accident or loss; and (d) worker's compensation and employer's liability insurance providing coverage for the statutory benefits required by Utah law. The commercial general liability and automobile liability policies shall each include an endorsement naming the City and UTA as additional 24 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 insureds. All insurance policies shall include an endorsement prohibiting any modification or cancellation of insurance without 30 days prior notice to the City and UTA. The City shall cause the Consultant to deliver UTA, on an annual basis, insurance certificates evidencing the insurance coverage described above. The Consultant shall be required to maintain the professional liability and commercial general liability insurance for a period of two years following the close out of the Consultant Contract or must provide a comparable "extended discovery" clause or "tail endorsement"to such policies. 11.2 UTA shall cause the CM/GC to maintain the following insurance: (a) commercial general liability insurance with limits of at least$5 Million per occurrence with a$10 Million annual aggregate, and that insures the CM/GC's obligation to indemnify UTA and the City under the CM/GC Contract; (b) commercial automobile insurance with limits of not less than $1 Million for any one accident or loss; and (c) worker's compensation and employer's liability insurance providing coverage for the statutory benefits required by Utah law. The commercial general liability and automobile liability policies shall each include an endorsement naming UTA and the City as additional insureds. All insurance policies shall include an endorsement prohibiting any modification or cancellation of insurance without 30 days prior notice to the UTA and the City. UTA shall cause the CM/GC to deliver the City, on an annual basis, insurance certificates evidencing the insurance coverage described above. The CM/GC shall be required to maintain the commercial general liability insurance for a period of two years following the close out of the CM/GC Contract or must provide a comparable "extended discovery' clause or "tail endorsement" to such policy. ARTICLE XII. TRANSFER OF OWNERSHIP; INTERMODAL HUB 12.1 The parties acknowledge that: 12.1.1 the land acquisition, development and construction related to the Intermodal Hub were all financed with the City's local money, part of which has 25 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 been reimbursed from the proceeds of an FTA grant with a federal/local matching ratio equal to 80/20 percent, respectively; 12.1.2 UTA has been the primary recipient of the federal funding provided by the FTA and has transferred FTA funds to the City pursuant to an August 25, 1999 Interlocal Cooperation Agreement(Gateway Intermodal Terminal); 12.1.3 the City is eligible to receive reimbursement of additional federal funds for expenditures incurred relative to the development of the Intermodal Hub. Reimbursement for those funds will be received by the City prior to UTA receiving reimbursements for the Project; 12.1.4 pursuant to the August 25, 1999 Interlocal Cooperation Agreement, UTA has been responsible for monitoring and ensuring the City's compliance with respect to federal grant programs mandated by the FTA; 12.1.5 UTA is currently providing bus service to the Intermodal Hub; and 12.1.6 with the addition of TRAX System and Commuter Rail System improvements at the Intermodal Hub, UTA's presence at the Intermodal Hub will increase dramatically. 12.2 The City hereby agrees to convey fee title to the Intermodal Hub and the underlying (estimated) [16.57] acres of real estate to UTA (collectively the "Intermodal Hub Property") as consideration for UTA: (a) assuming the risk of future appropriations of federal monies for the Project; (b) advancing and committing local UTA funds pending receipt of future federal monies; (c) incurring finance costs attributable to the Project pending receipt of federal reimbursement; (d) assuming responsibility for the development of interim pedestrian and parking improvements (as depicted in Exhibit E) as part of the Project; (e) assuming the obligation to relocate the Amtrak station, parking and trackage, and to provide Amtrak with interim passenger facilities, as part of the Project; (f) assuming future responsibility for construction of permanent Amtrak facilities; (g) assuming other obligations under the Amtrak 26 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 lease: (h) assuming obligations under the Greyhound lease; (i) assuming future responsibility for the mitigation of the north warehouse building; (j) assuming the City's obligations under the Salt Lake City Intermodal Hub Site Management Plan for the Salt Lake City Intermodal Hub; and (k) assuming operation and maintenance responsibility for the Intermodal Hub. No other consideration beyond the covenants and requirements of this Agreement shall be conveyed. 12.3 Within 30 days following the execution of this Agreement, the City shall convey fee title to the Intermodal Hub Property (including any easements, access rights, covenants, restrictions or other interests appurtenant to and benefiting the Intermodal Hub Property) to ETA by special warranty deed in substantially the same form as that attached as Exhibit H. The conveyance shall be made subject to all matters of record including the existing leases between: (a) the City and Greyhound; and (b) the City and Amtrak. The special warranty deed shall provide that the interest conveyed by the City thereunder shall revert back to the City in the event that ETA (or a successor public transit provider) ceases to use the Intermodal Hub Property for public transportation purposes, or in the event that UTA attempts to convey the Intermodal Hub Property to a third party, excepting a successor public transit provider. 12.4 Upon delivery of the special warranty deed for the Intermodal Hub Property, the City shall execute and deliver an assignment and assumption agreement assigning and delegating the City's rights and obligations under the Greyhound lease. The assignment and assumption agreement shall be in substantially the same form as that attached as Exhibit I. 12.5 Upon delivery of the special warranty deed for the Intermodal Hub Property, the City shall execute and deliver an assignment and assumption agreement assigning and delegating the City's rights and obligations under the Amtrak lease. The assignment and assumption agreement shall be in substantially the same form as that attached as Exhibit J. The assignment and assumption shall be subject to obtaining the required consent to assignment from Amtrak. 12.6 Prior to the execution of this Agreement, UTA has performed the following due diligence with respect to the Intermodal Hub Property: (a) UTA has reviewed the environmental 27 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 investigations conducted by the City in conjunction with the City's acquisition of the Intermodal Hub Property, and has conducted additional and/or updated environmental investigations as deemed necessary by UTA; (b) UTA has reviewed the preliminary title commitment for the Intermodal Hub Property and approved all matters set forth on such commitment; (c) UTA has reviewed the Greyhound and Amtrak leases affecting the Intermodal Hub Property and satisfied itself as to the content of such leases; (d) UTA has reviewed the rent rolls and other documents related to the program income (as such term is defined by the FTA) generated from Intermodal Hub Property; (e) UTA has conducted any physical inspections deemed necessary with respect to the Intermodal Hub Property; (f) UTA has reviewed estoppel letters from Greyhound and Amtrak (dated as of the date of this Agreement) stating the basic terms of each lease and providing that the leases are in good standing, in full force and effect,and free of any default or event of default; and(g) UTA has performed any additional due diligence it deemed necessary. 12.7 The City makes the following covenants and warranties with respect to the Intermodal Hub Property, both as of the date of this Agreement, and as of the date the deed is actually delivered: (a) after the date of this Agreement, and prior to the delivery of the special warranty deed, the City shall not have entered into any new contract or agreement with respect to the Intermodal Hub Property that will survive the delivery of the deed or affect the use, operation or enjoyment of the Intermodal Hub Property after delivery of the deed; (b) the City has paid all bills and invoices for labor, goods, materials, utilities and services of any kind related to the Intermodal Hub Property up to the date of the deed is delivered to UTA (provided that the City shall have up to 30 additional days to make prorated payments of utilities for the month during which the deed is delivered); (c)the City has no actual or constructive knowledge of any pending or threatened action to enforce or seek damages with respect to any federal or state environmental law or to cause the cleanup of(or seek contributions to be used in the cleanup of) the Intermodal Hub Property, or any portion thereof; (d)the City has no actual or constructive knowledge of any other pending or threatened action involving the City's ownership of the Intermodal Hub 2g COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 Property. or contesting the City's title to the Intermodal Hub Property; (e) the City has no actual or constructive knowledge of any other pending or threatened action seeking to acquire the Intermodal Hub Property, or any portion thereof,through the use of eminent domain authority; (f) the City has no actual or constructive knowledge of any claims regarding liens or other encumbrances, except to the extent that such liens or encumbrances are shown as matters of record; and (g) the Greyhound and Amtrak leases are the only leases that affect the Intermodal Hub Property and will survive the delivery of the deed, and both leases are in good standing, in full force and effect and free from any default or event of default on the part of the City or either lessee. All covenants and warranties made pursuant to this provision shall survive the delivery of the special warranty deed and the expiration and/or termination of this Agreement. The covenants and warranties provided by the City are limited to those set forth in this provision. All other representations regarding the Intermodal Hub Property are specifically disclaimed. Except as otherwise provided in this Section 12.7 or elsewhere in this Agreement, UTA is accepting the Intermodal Hub Property on an"AS-IS""WHERE-IS" basis and with all faults. 12.8 The City has developed a site development plan for the Intermodal Hub Property as depicted on the attached Exhibit K. After conveyance of the Intermodal Hub Property, UTA agrees to make all reasonable efforts, in good faith, to develop the Intermodal Hub Property consistent with the site development plan, as such plan is amended from time to time. It is the intent of the City to rezone the Intermodal Hub Property and other nearby properties to Gateway mixed-use ("GMU"), consistent with the Gateway area master plan. UTA, as a property owner, shall support the rezoning of the Intermodal Hub Property and other nearby properties to GMU, or other consistent zoning. UTA shall comply with the zoning requirements of GMU zoning for the development of the site and shall, to the greatest extent possible, integrate development at the Intermodal Hub Property with development of the surrounding area. In addition, UTA shall assure that all buildings constructed at the Intermodal Hub Property meet, at a minimum, the requirements of the U.S. Green Building Council Leadership in Energy and Environment Design 29 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 (LEED) for certification at the "Silver" level. UTA's commitment under this provision shall be subject to UTA securing acceptable funding for the development of such improvements and receiving any necessary development approvals or other required approvals from third parties. 12.9 In connection with the development of the Intermodal Hub Property, there is hereby established a Joint Development Committee. The Joint Development Committee shall consist of three City employees, to be appointed by the Salt Lake City Mayor, three UTA employees, to be appointed by the UTA General Manager, and one employee of the Redevelopment Agency of Salt Lake City, to be appointed by the Redevelopment Agency Director. The purpose of the Joint Development Committee shall be to promote and support development of the Intermodal Hub Property, by initiating and proposing ideas, concepts and plans for consideration and action by UTA. The Joint Development Committee shall coordinate and integrate development of the Intermodal Hub Property with development of the surrounding area. The Joint Development Committee shall meet bi-monthly, and more frequently as determined by a majority of its members. UTA shall, in good faith, endeavor to implement the initiatives and proposals generated by the Joint Development Committee. 12.10 In addition to the general indemnity provisions provided in this Agreement, the City hereby agrees to assume, defend and hold UTA harmless with respect to, any third party claims relating to the ownership of the Intermodal Hub Property that accrued prior to the conveyance of the special warranty deed, unless such third party claims result from the actions or omissions of UTA. 12.11 In addition to the general indemnity provisions provided in this Agreement, UTA hereby agrees to assume, defend and hold the City harmless with respect to, any third party claims relating to the ownership of the Intermodal Hub Property that accrue after the conveyance of the special warranty deed, unless such third party claims result from the actions or omissions of the City. 30 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 12.12 Upon the execution of this Agreement, the August 25. 1999 Interlocal Cooperation Agreement shall be subsumed into, and replaced by, this Agreement. This provision shall not be construed so as to: (a) relieve the City of any violation or breach of any "Grant Requirements" (as such term is defined in the August 25, 1999 Interlocal Cooperation Agreement) prior to the conveyance of the Intermodal Hub Property; (b) nullify the City's ability to seek and obtain reimbursement under federal grants for any costs properly incurred by the City prior to the date of this Agreement and otherwise reimbursable to the City under the terms of the August 25. 1999 Interlocal Cooperation Agreement; (c) nullify any debts, claims of liens, liabilities or other obligations incurred from, under or related to the City's construction contract related to the construction of Phase II of the Intermodal Flub project; or (d) nullify any third party claims against the City relating to the ownership of the Intermodal Hub Property that accrued prior to the conveyance of the Intermodal Hub Property by special warranty deed. ARTICLE XIII. INDEMNITY Each party (the `'Indemnifying Party") hereby agrees to indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all claims, demands, liens, liabilities, costs, fees (including reasonable attorneys' fees), damages or other losses incurred by the Indemnified Party and arising out of or by reason of: (a) the negligent acts or omissions of the Indemnifying Party or its agents; or (b) the material breach of this Agreement by the Indemnifying Party or its agents. The indemnities provided hereunder are contractual obligations personal to the parties hereto. Nothing provided in this Agreement is intended to waive, modify, limit or otherwise affect any defense or provisions that the parties may assert with respect to any third party under the Utah Governmental Immunity Act or other applicable law. ARTICLE XIV. DEFAULT A party shall be deemed in default of this Agreement upon the failure of such party to observe or perform a covenant. condition or agreement on its part to be observed or performed, and the continuance of such failure for a period of thirty (30) days after the giving of written 31 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 notice by the non-defaulting party, which notice shall specify such failure and request that it be remedied; provided, however, that if the failure stated in such notice cannot be corrected within the applicable period, it shall not give rise to a default hereunder if corrective action is instituted within the 30-day period and diligently pursued until such failure is corrected. In the event of a default hereunder, the non-defaulting party shall have a breach of contract claim remedy against the defaulting party in addition to all other remedies provided or permitted by law, provided that no remedy which would have the effect of amending any provisions of this Agreement shall become effective without formal amendment of this Agreement. ARTICLE XV. NOTICES Any notice, demand, request, consent, submission, approval, designation or other communication which either party is required or desires to give under this Agreement shall be made in writing and mailed or faxed to the other party at the addresses set forth below or at such other addresses as the party may provide in writing from time to time. Such notices shall be hand delivered, mailed(by first-class mail, postage prepaid) or delivered by courier service as follows: If to the City: With a Copy to Salt Lake City Corporation Salt Lake City Attorney's Office Attn: City Mayor City& County Building City& County Building 451 South State Street, Room 505 451 South State Street, Room 306 Salt Lake City, Utah 84111 Salt Lake City, Utah 841 1 1 If to UTA With a Copy to Utah Transit Authority Utah Transit Authority Attn: Deputy Chief, Major Capital Projects Attn: General Counsel's Office 3600 South 700 West 3600 South 700 West Salt Lake City, Utah 84119 Salt Lake City, Utah 84119 ARTICLE XVI. NON-WAIVER No covenant or condition of this Agreement may be waived by either party unless done so in writing by such party. Forbearance or indulgence by a party in any regard whatsoever shall not constitute a waiver of the covenants or conditions to be performed by the other party. 32 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 ARTICLE XVII. SEVERABILITY If any provision of this Agreement shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatsoever. ARTICLE XVIII. GOVERNING LAW This Agreement shall be governed by the laws of the State of Utah, both as to interpretation and performance. It shall be enforced only a court of competent jurisdiction located in Salt Lake City, Utah. ARTICLE XIX. NO THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries to this Agreement. It is expressly understood that enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the parties, and nothing contained in this Agreement shall give or allow any claim or right of action by any third person under this Agreement. It is the express intention of the parties that any third person who receives benefits under this Agreement shall be deemed an incidental beneficiary only. ARTICLE XX. ENTIRE AGREEMENT; AMENDMENT This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and no statements, promises or inducements made by any party or agents of any party that are not contained in this Agreement shall be binding or valid. This Agreement may not be amended, enlarged, modified or altered except through a written instrument signed by all parties. ARTICLE XXI. POLICE POWER The parties acknowledge the rights vested in the City pursuant to general law to exercise its police powers for the protection of health, safety and welfare of its constituents and their properties. Nothing in this Agreement shall be construed as precluding the City from exercising such powers in connection with the Project. 33 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 ARTICLE XXII. INTERLOCAL COOPERATION ACT REQUIREMENTS In satisfaction of the requirements of the Interlocal Cooperation Act. Title 11, Chapter 13, Utah Code Annotated 1953, as amended, and in connection with this Agreement, the parties agree as follows: 21.1 The Agreement shall be authorized by resolution of the governing body of each party pursuant to §11-13-219 of the Act. 21.2 This Agreement shall be approved as to form and legality by a duly authorized attorney on behalf of each party pursuant to §11-13-202.5 of the Act. 21.3 A duly executed original counterpart of this Agreement shall be filed with the keeper of records of each party pursuant to §11-13-209 of the Act. 21.4 Prior to the expiration of the term of this Agreement pursuant to Article III of this Agreement, this Agreement may only be terminated by and upon the express written consent of the parties. 21.5 Except as otherwise specifically provided in this Agreement or in any of the documents incorporated herein, any real or personal property acquired by a party, or by the parties jointly, pursuant to this Agreement or in conjunction with the Project shall be acquired and held, and disposed of by such party upon termination of this Agreement as agreed among the parties or as otherwise required by applicable local, state and federal law. ARTICLE XXIII. LIMITED OBLIGATIONS Any obligations of the parties to pay money or incur costs under this Agreement shall be subject to appropriation of sufficient funds for such purpose to the extent such payments or incurrence of costs fall outside of the present fiscal year or exceed amounts budgeted and available therefore in the budget for the present fiscal year. Except as otherwise provided herein, this Agreement shall not be construed to obligate either party to make financial contributions toward the Project. It is not the intention of the parties to create, and no obligations of the parties 34 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 hereunder shall be construed as creating or constituting, debt within the meaning of Article XIV. Section 3 of the Utah Constitution. ARTICLE XXIV. ETHICAL STANDARDS UTA represents that it has not: (a) provided an illegal gift or payoff to a City officer or employee or former City officer or employee, or his or her relative or business entity; (b) retained any person to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business; (c) knowingly breached any of the ethical standards set forth in the City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or (d) knowingly influenced, and hereby promises that it will not knowingly influence, a City officer or employee or former City officer or employee to breach any of the ethical standards set forth in the City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code. ARTICLE XXV. INCORPORATION OF EXHIBITS This Agreement in its entirety includes Exhibits A through D, all of which are incorporated herein and made a part hereof by this reference. The Exhibits of this Agreement are as follows: 23.1 Exhibit A—Project Alignment and Station Locations. 23.2 Exhibit B—Sixty Five Percent(65%) Design Drawings. 23.3 Exhibit C—Project Budget. 23.4 Exhibit D—Project Schedule. 23.5 Exhibit E —Site Plan for the Intermodal Hub. 23.6 Exhibit F— Public Way Use Agreement. 23.7 Exhibit G—Priority List of Scope Reduction Items. 23.8 Exhibit H —Special Warranty Deed for Intermodal Hub. 23.9 Exhibit I—Assignment and Assumption Agreement for Greyhound Lease. 35 COL NCILBOARD SUBMISSION DRAFT 3/31/06 23.10 Exhibit J—Assignment and Assumption Agreement for Amtrak Lease. 23.11 Exhibit K—Master Development Plan for Intermodal Hub. IN WITNESS WHEREFORE, the parties have each executed this Interlocal Agreement Regarding the Design and Construction of the Salt Lake City Intermodal Hub Connection to TRAX LRT Project as of the date first set forth above. SALT LAKE CITY CORPORATION UTAH TRANSIT AUTHORITY By: By: Ross C.Anderson, Mayor John M. Inglish, General Manager ATTEST AND COUNTERSIGN: By: Michael Allegra, Chief Capital Development By: Officer Chief Deputy City Recorder APPROVED AS TO FORM AND LEGALITY: APPROVED AS TO FORM AND LEGALITY: Senior City Attorney UTA Legal Counsel 36 THIRD DRAFT 3/30/06 SALT LAKE CITY CORPORATION UTAH TRANSIT AUTHORITY By: By: Ross C. Anderson, Mayor John M. Inglish, General Manager ATTEST AND COUNTERSIGN: By: Michael Allegra, Chief Capital Development By: Officer Chief Deputy City Recorder APPROV D FORM AND LEGALITY: APPROVED AS TO FORM AND LEGALITY: City Attorney ; u66 UTA Legal Counsel 37 COUNCIL/BOARD St B'sIISSIO\DRAFT 3/31/06 Exhibit A — Project Alignment and Station Locations ! S • , � Z$t1!jIL4i1v tit i. �. � ..fir £ ,�. .s.cr "'��` .. • i�. �r a � .�. ? _ ` "`' Ems' •` i k v a �'k ' ,, s �3;?y� z� €:Ok r • «> .4 € .' �, DELTA ' . ' h' 4I' 4 : � CENTER, it • . t ;�4 �,C ^. :•`t elf:'✓ .. _ k r,.. 'k 11 '' �� , , , 100 SOUTH 4.4.14'il, f1c ,li:,„tI.i. 04,..,TIVI::::.1... IT':.: r:-.7;11 .I.. •'..4.:*.4':. Fal :'',' ir: Irl,434411,611.1tC,,:tit -,:":•ii, tt, �: as yg:;',p646:1N4-'-'4*Z'� "' sr� I w+ : �.� 'clay z .�,�.Y � ,� a ��`its, a .. ,, ,,: _. ,.�.: 200 SOUTH Ct '' :�S `\ .ak FLL 3 .x.'vR • t� 'J!• ..r�I3 S '� > r ? 1 ,: w) t i.r A a It ifi INTERMODAL g $ c o R ' R HUBrivei i a o . _ ,.. :; ;Ii0', ., 3. LEGEND'•-•,-.?4,.s,,„"'v i, ..i„,, •441,4,..•".., ,,e7 il*:`,..::••••,'IM••,'11,,Nno,, ',1':, , • '-',,,,...,,•,;*,1APA,,1.,.. „.•' 'i fi I ' : r MI SLC TRAX EXTENSION PROJECT 300 SOUTH 1'. O r ay �EYISTL�iG TRAX z y� 1; .- 5;� PROPOSED STATION k ` . '�iy.s,ilti k `, � ����\ PROPOSED FUTURE STATION , , ' �cc g �°i, � �; C — D EYISTING STATION �� y.p Rn 4 1 . € ' PSG 1, §` '?aFt, �>11? "i$. q: ,. „x. a 1` ' . } s :, #+ ,III•' . A-1 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 Exhibit B — Sixty Five Percent (65%) Design Drawings The March 2006 65% Engineering Plans for SLC Intermodal Hub Connection to TRAX Project, prepared by Parsons Transportation Group, are hereby incorporated by reference and are made a part of this Agreement as if fully included herein. B-1 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 Exhibit C — Project Budget TRAX SEGMENT TOTAL UTA SLC 400 W $11,378,523 $8,697,686 $2,680,837 200 S $9,413,371 $5,661,379 $4,201,992 600 W $11,287,511 $9,268,799 $1,568,712 Total $32,079,405 $23,627,864 $8,451,541 74% 26% Notes: 1 Change Orders will be split 74%-UTA/26%-SLC c-I 4 0 M 1 rr . h CO G a Og.._ 1 1 ! 1 1 I i I _ CO co 3._.1 I i / < 8 C. J M TI! I m °---r 1 1 i 1 1 1l g 1 III I 1 1 1 1 I I II a � 2 a o i I ` 1 I i i ! i I 8 _...? I 111 lllli` ll 11 11111 € --1 I III i i H I 5 ° + ! i f ! ! i $ 1 illiiii I I I I I1 - 1 I I iI 1 I I 1 1 ^. , I Milli I I I I - i i i III y ji a) O 1._ Z 1----! 1 f I I I I I I I 1 1 * I III 73 4 ' I wi I ; I II o j::. if1h _1 i --- 1 -'r—T--t---4. I—I , i III I -I--' d , o ° ;_4T-iJI 1j I I i 1 1 I I , Q n < < I! < < < x ._ 6 8 8 g 8 8 8 g g 8 8 g 8 8 A g .o ^o . B8 N N Q 4 e _ _ g 4 Ce W < < < < < <1< < < < < < $ oo � � �,g8o � 800s � ss O4 ' c .1 y tS o o t o o 1 i $ i' Int S i f 5. 4 $ z z G C) ❑ N C O i U .a 8 g $ c . .a a r 2 Loc8Tc?- 8ua} JI ,a a n a 8a < gpE i m T m S3 m m ct F ' u 4. ' t m m 1 of c 0 a p EE . . V s o in i3 a a a rc a` S u. z u h - a a cn rr ! a cn • COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 Exhibit E —Site Plan for the Intermodal Hub 1114 Mi \-7 ._ ' ...1,1— t 1 I .:-T1 11 \ (451.7iiirllitir' 1 1. i `i cl AVN) 1 411111% 2 . IjOilliV kilo lIh[�T,`l,, r.�l t' Gi... -- (t\ g .. ...:.,,,,yika., 0. '_ M df ;: 1 l 1, �P i It G. '-,7:-_-4/#14, ,,,,, 4( "k,,,,,„ 41, 63 \ gF 'It, 11 LA �- SALT LAKE CITY INTERMODAL HUB i CONCEPTUAL TRANSIT PLAZA PLAN (3/30/06) E-1 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 Exhibit F— Public Way Use Agreement THIS PUBLIC WAY USE AGREEMENT (INTERMODAL HUB CONNECTION) (the "Agreement") is hereby entered the day of 2006 by and between UTAH TRANSIT AUTHORITY("UTA"), a public transit district and political subdivision of the State of Utah, and SALT LAKE CITY CORPORATION, a municipal corporation and political subdivision of the State of Utah (the "City"). UTA and the City are hereafter sometimes collectively referred to "parties" and either may be referred to individually as "party," all as governed by the context in which such words are used. RECITALS WHEREAS, the City is the owner of various property rights and interests in certain streets and public ways which lie within the City; and WHEREAS, UTA proposes to occupy and use a portion of such City streets and appurtenant property for the construction, operation and maintenance of a six-block extension to the UTA TRAX light rail system from the Delta Center Station to the Salt Lake City Intermodal Terminal; and WHEREAS, the City has agreed in that certain Interlocal Agreement Regarding the Design and Construction of the Salt Lake City Intermodal Hub Terminal to TRAX LRT Project ("LRT Agreement"), dated as of the date hereof and by and between the City and UTA, to enter into this Agreement for the purpose of authorizing UTA to use certain City streets in connection with the light rail system along the alignment described herein; and WHEREAS, the City desires to grant such rights and privileges to UTA, and to document the terms and conditions upon which such City streets and other property may be used by UTA. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual covenants and promises contained herein and in the LRT Agreement, and other good and valuable consideration, the F-1 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: SECTION 1. Definitions. The following capitalized terms shall have the following meanings when used in this Agreement, unless a different meaning is clearly intended: "City Property" means all real property, including streets and other improvements thereto, which is owned or controlled by the City. `'CM/GC Contract" means the contract to be entered between UTA and the contractor selected to oversee the construction of the System, all as set forth in the LRT Agreement. "Effective Date" means the date on which the UTA Use Rights granted hereunder become operative, as specified in Section 3 hereof. "Final Design Drawings" means the plans for the System as approved by the parties pursuant to the LRT Agreement. "Force Majeure" means any event which: (i) causes UTA to be unable to exercise the UTA Use Rights provided for hereunder; and (ii) is outside the reasonable control of UTA and could not be avoided by UTA through the exercise of due care. Force Majeure events include, without limitation: earthquakes, fires, floods, tornadoes, wars, labor strikes or similar accidents, disputes or similar events. "Interlocal Act" means the Interlocal Co-operation Act, Title 11, Chapter 13, Utah Code Annotated (1953), as amended. "LRT Agreement" means that certain Interlocal Agreement Regarding the Design and Construction of the Salt Lake City Intermodal Hub Terminal to TRAX LRT Project entered by and between the City and UTA, dated as of the date hereof, which document sets forth the terms and conditions pursuant to which the System will be designed and constructed. "Occupied City Property' means City property to be physically occupied by System facilties in accordance with this Agreement and pursuant to the Final Design Drawings. F-2 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 "Project" means the planning, design, financing, construction and installation of the System as set forth in the LRT Agreement. "Public Facilities" means all City-owned public improvements of any kind which are affected by construction or operation of the System including, without limitation, public utility facilities, curbs and gutters, sidewalks, street paving, trees, landscaping, planters, fountains, beautification facilities, traffic signals, street lights, wiring, controllers, poles and related facilities, signs, lighting facilities and fire protection facilities. "System" means the six-block extension of the existing UTA TRAX light rail system from the Delta Center Station to the Salt Lake City Intermodal Terminal, including all tracks, stations, cars, conduits, electrical lines, traction power poles, traction power substations, cross- span wires, LRT traffic equipment, stray-current protection equipment, and other functionally related and appurtenant equipment and facilities. "System Alignment" means the alignment for the System agreed to between the parties as identified in Exhibit A of the LRT Agreement. "System Corridor" means all land located generally in and adjacent to City streets along the System alignment. "UTA Use Rights" means the right to use the City Property, as granted to UTA by this Agreement. SECTION 2. UTA Use of City Property. (a) UTA is hereby authorized to use, on a non-exclusive basis, such portion of the City Property, including surface, subsurface and air space property, as shall be necessary to accommodate the construction, operation and maintenance of the System. UTA's use of such property shall be strictly limited to the terms, conditions, limitations and restrictions contained herein. F-3 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 (b) The location and extent of the City Property which may be utilized by UTA for System facilities, and the scope and nature of such use, shall be governed by the Final Design Drawings approved by the parties. (c) UTA acknowledges that: (i) the City has previously granted franchises affecting the City Property; and (ii) no right of action in favor of UTA and against the City relating in any way to the existence of utility lines or facilities pursuant to such franchises, or for damages of any kind against the City relating to such franchises or lines and facilities or the existence of said franchises or franchised lines or equipment, shall arise or be deemed to arise from this Agreement. UTA and the City agree that, as between them, matters of relocation of private utility lines under existing franchises will be governed and handled pursuant to the terms and provisions of 9.12 of the LRT Agreement dated . The City agrees that, except for renewals or extensions of existing franchises, and renewals or extensions of existing use rights, the City shall not hereafter grant franchises or use rights which materially interfere with UTA's construction, operation or maintenance of the System. (d) The City makes no warranties, either express or implied, regarding the nature, extent or status of its title to the Property or within the System Corridor or the existence or non- existence of rights in third parties which may be superior to the UTA Use Rights. If UTA finds it necessary to acquire additional rights from third parties, the City shall have no obligation whatsoever to pay, or to reimburse UTA for the payment of, any costs related to such acquisition, or in connection with any litigation challenging UTA's use of City Property. SECTION 3. Effective Date; Term. (a) The UTA Use Rights granted herein shall not become operative until the Effective Date, which shall be the date on which the contract with the CM/GC is executed by UTA in accordance with the terms of the LRT Agreement. (b) Beginning on the Effective Date, this Agreement and the UTA Use Rights herein granted shall be operative for an initial term of fifty (50) years. The initial term shall F-4 COUNCIL/BO.ARD SUBMISSION DRAFT 3/31/06 automatically (subject to the last sentence of this subsection (b)) be renewed by the City for two (2) additional, successive twenty-five (25) year terms; provided, however, that if, at least one hundred and eighty (180) days prior to the expiration of the initial term or the first renewal term, the City notifies UTA of one or more significant concerns regarding System facilities, or UTA's operation or maintenance of the System facilities, or UTA's operation or maintenance of the System (whether or not the matters of concern are addressed by or constitute a default under this Agreement), and such concerns are not corrected by UTA to the reasonable satisfaction of the City (or an appropriate amendment to this Agreement is not executed) within such 180 day period, the City shall not be obligated to renew the term of this Agreement, in which event the UTA Use Rights shall terminate at the end of the then-effective term. The parties do not intend that the term of this Agreement, or the UTA Use Rights granted hereunder, shall exceed any limitation imposed by law, including without limitation the Interlocal Act, and agree to comply with any applicable requirements of the Interlocal Act in connection with any renewal of the term of this Agreement. (c) This Agreement, and the UTA Use Rights granted hereby, shall be subject to termination at the option of the City and by written notice delivered to UTA prior to the end of the otherwise effective term hereof upon the occurrence of any of the following events: (i) UTA fails to commence construction of the System within twenty-four (24) months after approval of the Design Plans as provided in the Memorandum or to diligently proceed with construction; (ii) UTA intentionally abandons the Occupied City Property, or disavows the UTA Use rights; (iii) UTA shall discontinue use of the Occupied City Property for the provision of regular System service for a consecutive period of one year, provided any such discontinuation is not caused by Force Majeure; or F-5 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 (iv) UTA is in default in the performance of any material covenant, term or condition contained in this Agreement, including any time frames set forth in the Agreement. The City shall have no obligation to terminate this Agreement or the UTA Use Rights in the event of default, and may continue to perform hereunder without terminating and without waiving the right to terminate. (d) The UTA Use Rights, including the right to use portions of the Occupied City Property, shall be subject to partial termination by written notice delivered to UTA prior to the end of the otherwise effective term hereof, if and to the extent that such rights are intentionally abandoned, or use of such portions of the Occupied City Property is discontinued for a consecutive period of one year(other than for reasons of Force Majeure).. SECTION 4. Consideration. In consideration for the UTA Use Rights granted by the City to UTA hereunder, UTA agrees as follows: (a) UTA agrees to construct, operate and maintain the System as set forth in the LRT Agreement and this Agreement. (b) UTA agrees to provide regular System service to the general public within the System Corridor. SECTION 5. Maintenance and Repair. After construction of the System is completed, UTA shall comply with the following provisions concerning ongoing maintenance and repair work within the System Corridor: (a) Except as otherwise provided in subsection (b) below, the System shall be maintained or replaced. and all Occupied City Property shall be maintained or replaced, by UTA at UTA's expense. The System and Occupied City Property shall be reasonably maintained in a manner consistent with the Final Design Drawings, and as required by this Agreement, by applicable State or Federal law and by City ordinance. The portion of the Occupied City Property to be utilized by vehicular or pedestrian traffic shall be maintained by UTA as a smooth, safe and F-6 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 consistent surface (except for rumble areas approved by the parties), free of depressions or obstructions and consistent with the grade of the public streets, all in a manner consistent with the Final Design Drawings. The System and the Occupied City Property shall, at all times, be maintained in a neat, clean and orderly condition. Without limiting the foregoing, UTA shall keep the Occupied City Property free of weeds, garbage, and unsightly or deleterious objects or structures, and shall keep the System and all Occupied City Property free from graffiti. (b) The City reserves the right to plant landscaping on any Occupied City Property, both within and outside of System stations. All landscaping planted by the City both within and outside of System stations shall be maintained by the City at its cost. All landscaping planted by UTA within stations shall be maintained by UTA at its cost. (c) Prior to the performance by UTA of any maintenance or repair work within the System Corridor (other than routine maintenance which does not require excavation or removal of any portion of the street, or emergency work such as derailment), UTA will obtain any permits, and pay all fees and charges, required by City ordinance in connection with such work, and shall abide by the reasonable requirements thereof which are not in conflict with State or Federal laws or regulations. (d) The City and UTA shall in good faith endeavor to avoid disruption of System service for maintenance and other work and may agree to perform work during off-peak traffic times to minimize disruptions to System operations, businesses and traffic. The City shall not be liable to UTA for interruption of System service for emergency work or for scheduled work or work for which proper notice is given. The parties agree that when interruption of the System is required for non-emergency work, the party performing the work shall provide at least ten (10) days prior written notice to the other and shall perform the work so as to minimize disruptions to the greatest extent possible. In cases of emergency or exigent circumstances, the party effecting the repair shall immediately notify and cooperate with the other party. F-7 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 (e) For repair or maintenance work in City streets, UTA shall abide by the provisions of the City's Traffic Barricade Manual, as amended from time to time, except as preempted by Federal or State law. UTA shall prepare traffic control plans relating to repair and maintenance work, which shall be subject to City approval, and which shall be followed by UTA. The City may require repair and maintenance work to be done during off-peak traffic times to minimize business and traffic disruptions. (f) If any maintenance is required to be performed by this Agreement or by any State or Federal legislative act, rule or regulation, and is not completed within ten (10) days after written notice is sent by the City to UTA, or within a longer reasonable time given the nature of the maintenance required (as approved by the City), the City may perform such maintenance or repairs as it reasonably deems necessary, not inconsistent with State or Federal law or regulation, pursuant to said notice. For such work, UTA shall entirely reimburse the City within thirty (30) days of receipt of the city's bill. UTA will pay any reasonable City costs or expenses incurred in collecting such maintenance costs and expenses, including attorney's fees. (g) if, in connection with the performance of any repair or maintenance work, UTA shall remove or damage any Public Facilities, UTA shall repair or replace such Public Facilities with the same or similar materials, if available, as reasonably required by the City, consistent with applicable Federal and State laws and regulations and to the satisfaction of the City. (h) Repair and maintenance of the tracks and related system facilities shall be done, to the extent practicable, in a manner which avoids unnecessary impediment to the common and ordinary use of City streets by pedestrians and vehicles. The duration during which repair and maintenance equipment and repair and maintenance operations may block pedestrian or vehicular passage on the street shall be controlled by City ordinance and State law. (i) UTA shall be responsible for all removed snow on Occupied City Property. UTA will be allowed to place and store snow removed from Occupied City Property in the same F-8 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 places and in the same manner as the City stores snow removed from other areas of the streets. Snow removal will be closely coordinated with the City snow removal operations to ensure that City snow removal operations are not unduly hindered. (j) The City may, by separate agreement with UTA, and for adequate consideration, agree to undertake certain of UTA's maintenance responsibilities hereunder. SECTION 6. Utilities. (a) UTA agrees to pay, as long as the System is in place, all costs incurred by the City in connection with maintaining, repairing, replacing or connecting to City Lines, in excess of the costs which would have been incurred absent the System. UTA also agrees to pay, as long as the System is in place, all costs of repairing damage to City Lines to the extent such damage is caused by the System. (b) In connection with the development of the Design Plans, the parties shall engage an independent corrosion consultant, approved by the City, and shall incorporate into the System, and maintain during the term of this Agreement at UTA's expense, such stray current protection measures and devices for all publicly-owned utilities, wherever located, as shall be reasonably required by the City, based upon the recommendations of such consultant. Prior to the start of System service, readings shall be taken by appropriate methods. Readings shall be taken after the commencement of service, and at regular intervals during the terms of this Agreement. Such readings shall be compared with the "before" readings. From these comparisons, the consultant shall develop a recommendation for further stray current mitigation measures, which shall be implemented as reasonably required by the City based upon such recommendation. SECTION 7. Traffic Regulations. System vehicles traveling on City streets shall be subject to all generally applicable speed limits and other traffic control ordinances and regulations, consistent with State and Federal law. Nothing in this Section 6 shall be construed as F-9 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 preventing the City from adopting traffic ordinances and regulations which apply solely to the System vehicles, other than speed limits. SECTION 8. Traffic Signal Priority. UTA shall construct, install and maintain a traffic signal priority system in favor of System vehicles, approved by the City, which system shall be operated and contolled by the City. SECTION 9. Advertising. Neither UTA nor any private party shall use any fixed System facilities for purposes of advertising, without first obtaining City approval, which approval may be granted or withheld by the City in its sole and absolute discretion. Nothing in this Section 8 shall prevent UTA from advertising its public transportation services, or providing information regarding such services, such as maps, schedules or information kiosks, at stations and stops. SECTION 10. No Public Forums. In recognition of the safety concerns associated with potentially crowded station platforms, substantial foot traffic, street traffic and System vehicle traffic, and the resulting need for crowd contol and attention to surroundings, UTA agrees not to take any action or authorize any activity which would result in any Occupied City Property (including such property as shall be occupied by stations) being designated or recognized as a public forum. Furthermore, the City may establish and enforce policies prohibiting public speaking or other free speech activities on any Occupied City Property, including without limitation Occupied City Property occupied by stations, and may take such other action as may be necessary to prevent the designation or recognition of such Occupied City Property as public forums. SECTION 11. Potential Extension of Free Fare Zone. The Parties acknowledge that UTA provides public transportation services free of charge in the downtown area circumscribed by, and including, 500 South, 400 West, North Temple and 200 East. As of the date this Agreement is executed, the parties are conducting a downtown transportation and transit study. The downtown transportation and transit study will address, among other items, certain F-l0 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 recommendations regarding a potential extension of the free fare zone. To the extent that the downtown transportation and transit study makes a recommendation that free public transportation services be extended to the Salt Lake City Intermodal Terminal, UTA agrees that its staff will forward this recommendation to UTA's Board of Trustees(the"Board"). The parties agree and acknowledge that all decisions regarding any extension of the free fare zone may only be made by the Board by separate resolution or agreement. Neither the Board's approval of this Agreement, nor its approval of the LRT Agreement, shall be construed as approving any extension of the current free fare zone. SECTION 12. Special Events. The City agrees not to issue special event permits for public events which substantially interfere with the operation of the System within the System Corridor without the prior written consent of UTA. SECTION 13. Design Approval. (a) The City has design approval rights with respect to the Final Design Drawings, as set forth in the LRT Agreement. In addition to the design approval rights set forth in the LRT Agreement, UTA agrees that the City shall have the right to review and approve (such approval not to be withheld unreasonably), during the term of this Agreement, any design plans and specifications for future significant additions, changes and alterations to, and modifications and replacements of, any System facilities within the City. UTA agrees not to construct, install or otherwise make any such significant additions, changes, alterations, modifications or replacements without first obtaining design approval from the City. (b) The purpose of the City's design approval authority with respect to future significant additions, changes and alterations to, and modifications and replacements of, any System facilities is to ensure that the System remains a fully integrated element of the City, both functionally and aesthetically. The City agrees to negoiate any design changes with UTA in good faith, and not to impose unrealistic or overly burdensome design requirements on UTA. UTA recognizes, however, that design decisions shall not not be based soely or primarily on bedgetary F-ll COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 constraints. SECTION 14. Agreement Non-Assignable. UTA may not assign or otherwise transfer any of its rights or obligations hereunder to a third party (other than to a successor public entity charged with providing public transportation), without the express prior written consent of the City, which may be granted or withheld by the City in its sole and absolute discretion. SECTION 15. City approval of Agreements With Third Parties. All agreements between UTA and private parties which may affect the Occupied City Property or the subject matter of this Agreement including, without limitation, any agreements with companies operating private utilities, shall be subject to City approval as to those provisions which affect the City. SECTION 16. UTA Indemnification of the City. UTA shall indemnify, defend and hold harmless the City, and its respective past, present and future employees (each an "Indemnified Party"), from and against all claims, demands, liens and all liability or damage of whatever kind, including attorneys' fees and expenses of dispute resolution (including expert witness fees and investigative expenses), arising out of or by reason of any acts, errors or omissions: (a) related to the exercise of the UTA Use Rights after Project design and construction; (b) related to UTA's breach of any material provision of this Agreement; or (c) related to UTA's failure to comply with any federal, state, or local environmental laws or regulations in the operation of the System. This provision shall not impact, reduce or modify any indemnification provision related to the design and construction of the System as set forth in the LRT Agreement. These indemnification provisions shall survive the termination of this Agreement. SECTION 17. Duty to Restore. Upon the expiration of this Agreement, or earlier termination or partial termination of the UTA Use Rights and/or this Agreement pursuant to Section 3 hereof, all System improvements located on Occupied City Property as to which UTA Use Rights have been terminated shall, at the option of the City, be removed, and the Occupied City Property shall be restored to a condition consistent with the then current condition of adjoining streets or other public facilities with respect to grade, appearance, quality, finish and F-12 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 type of construction, at the sole cost and expense of UTA. Restoration shall be performed within ninety (90) days of such expiration or termination, or such longer period as shall be required by the nature of the work and agreed to by the City. If UTA fails to restore the Occupied City Property, the City may perform such work after thirty (30) days prior written notice to UTA, and UTA hereby agrees to pay all costs of the City in connection with such work, including any collection costs and attorney's fees. SECTION 18. Notice. Any notice, demand, request, consent, submission, approval, designation or other communication which either party is required or desires to give under this Agreement shall be made in writing and mailed to the other parties at the addresses set forth below or at such other addresses as the parties may provide in writing from time to time. Such notices shall be hand delivered, mailed (by first-class mail, postage prepaid) or delivered by courier service as follows: If to the City: With a Copy to Salt Lake City Corporation Salt Lake City Attorney's Office Attn: Salt Lake City Mayor City& County Building City & County Building 451 South State Street, Room 505A 451 South State Street, Room 306 Salt Lake City, Utah 84111 Salt Lake City, Utah 84111 If to UTA With a Copy to Utah Transit Authority Utah Transit Authority Attn: General Manager Attn: General Counsel's Office 3600 South 700 West 3600 South 700 West Salt Lake City, Utah 84119 Salt Lake City, Utah 84119 SECTION 19. Amendment. This Agreement may be modified or amended only by a written instrument executed by the parties and/or all their successors, as applicable. SECTION 20. Police Powers. Each party acknowledges the right vested in the other pursuant to general law to exercise its police powers for the protection of the health, safety and welfare of its citizens/passengers and their properties. Nothing in this Agreement shall be construed as precluding either party from exercising such powers in connection with the System, F-13 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 except with respect to matters specifically addressed in this Agreement, and then only to the extent of the express terms of this Agreement. SECTION 21. Default. Either party shall be deemed in default under this Agreement upon the failure of such party to observe or perform any covenant, condition or agreement on its part to be observed or performed hereunder. and the continuance of such failure for a period of ninety (90) days after the giving of written notice by the other party, which notice shall specify such failure and request that it be remedied, unless the party giving such notice shall agree in writing to an extension of such time period prior to its expiration; provided, however, that if the failure stated in such notice cannot be corrected within the applicable period, it shall not give rise to a default hereunder if corrective action is instituted within the applicable period and diligently pursued until such failure is corrected. In the event of a default hereunder, the non-defaulting party shall have a breach of contract claim and remedy against the other in addition to any other remedy provided or permitted by law, provided that no remedy which would have the effect of amending any provisions of this Agreement shall become effective without the formal amendment of this Agreement. In the event of any dispute with respect to any of the covenants or agreements contained herein, the prevailing party shall be entitled to recover from the other party all costs and expenses, including reasonable attorneys' fees, which may arise or accrue from enforcing this Agreement or its provisions, and in pursuing any remedy provided by this Agreement or the laws of the State of Utah or the United States, whether such remedy is pursued by filing a suit or otherwise. SECTION 22. Dispute Resolution. Any dispute regarding the meaning of any provision of this Agreement or the determination of an issue of fact, and which is not resolved by staff, shall be referred to the General Manager of UTA and the City's Mayor. Prior to the initiation of any formal legal action, such individuals shall engage in good faith negotiations aimed at reaching an amicable solution of the dispute that is consistent with this Agreement and with the LRT Agreement. If, after good faith negotiations, a dispute cannot be resolved by such F-14 COL NCIL/BOARD SUBMISSION DRAFT 3/31/06 individuals, such dispute may then be brought before a court of competent jurisdiction in Salt Lake County. SECTION 23. Interlocal Co-operation Act Requirements. In satisfaction of the requirements of the Interlocal Act in connection with this Agreement, the parties agree as follows: (a) This Agreement shall be authorized by resolution of the governing body of each party, pursuant to Section 11-13-219 of the Interlocal Act; (b) This Agreement shall be approved as to form and legality by a duly authorized attorney on behalf of each party, pursuant to Section 11-13-202.5 of the Interlocal Act; and (c) A duly executed original counterpart of this Agreement shall be filed with the keeper of records of each party, pursuant to Section 11-13-209 of the Interlocal Act. (d) Except as provided in Section 3 hereof, this Agreement and the UTA Use Rights may be terminated only by and upon the express written consent of the parties. (e) Except as otherwise specifically provided in this Agreement, any real or personal property acquired by either party, or by the parties jointly, pursuant to this Agreement or in conjunction with the Project shall be acquired and held, and disposed of by such party upon termination of this Agreement as agreed among the parties or as otherwise required by applicable local, State and Federal law. SECTION 24. Governing Law. This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of Utah. SECTION 25. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and no statement, promises or inducements made by either party or agents or either party that are not contained in this Agreement shall be binding or valid, and this Agreement may not be enlarged, modified or altered except through a written instrument which is signed by all parties. To the extent of any F-15 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 conflict between the provisions of this Agreement and the provisions of any later agreements, the later agreements shal be controlling. SECTION 26. Non-Waiver. No covenant or condition of this Agreement may be waived by any party, unless done so in writing. Forbearance or indulgence by any party in any regard whatsoever shall not constitute a waiver of the covenants or conditions to be performed by the other. SECTION 27. Severability. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever. SECTION 28. Binding Agreement. This Agreement shall be binding upon all of the assigns, grantees and successors in interest to each of the parties, and shall remain in full force and effect until amended as provided herein. SECTION 29. Further Assurances. The parties hereto shall execute such other documents and take such other actions as may be reasonably necessary or proper to achieve the intent and purposes hereof. SECTION 30. Ethical Standards. UTA represents that it has not: (a) provided an illegal gift or payoff to a City officer or employee or former City officer or employee, or his or her relative or business entity; (b) retained any person to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, other than bona fide employees or bona tide commercial selling agencies for the purpose of securing business; (c) knowingly breached any of the ethical standards set forth in the City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or (d) knowingly influenced, and hereby promises that it will not knowingly influence, a City officer or employee or former City officer or employee to breach any of the ethical standards set forth in the City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code. F-16 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. SALT LAKE CITY CORPORATION UTAH TRANSIT AUTHORITY By: By: Ross C.Anderson, Mayor John M. Inglish, General Manager ATTEST AND COUNTERSIGN: By: By: Michael Allegra, Chief Capital Development Officer Chief Deputy City Recorder APPROVED AS TO FORM AND LEGALITY: APPROVED AS TO FORM AND LEGALITY: Senior City Attorney UTA Legal Counsel STATE OF UTAH ) : ss County of Salt Lake ) On the day of , 2006, personally appeared before me Ross C. Anderson and , who being by me duly sworn did say that they are the Mayor and Chief Deputy Recorder, respectively, of SALT LAKE CITY CORPORATION, a municipal corporation of the State of Utah; and that the foregoing instrument was signed on behalf of said corporation by authority of a resolution of its City Council; and said persons acknowledged to me that said corporation executed the same. NOTARY PUBLIC Residing at: My Commission Expires: STATE OF UTAH ) : ss County of Salt Lake ) On the day of , 2006, personally appeared before me John M. Inglish and Michael Allegra, who being by me duly sworn did say that they are the General Manager and Chief Capital Development Officer, respectively, of UTAH TRANSIT AUTHORITY, a public transit district and political subdivision of the State of Utah; and that the foregoing instrument was signed on behalf of said public transit district by authority of a resolution of its Board of Trustees and said persons acknowledged to me that said public transit district executed the same. NOTARY PUBLIC Residing at: My Commission Expires: F-17 1 Yii I i 0 O r .c o U y N N N _ _T -p N o E 0 O Y Y o co a co Y U m m o h o O0) • N ao U N O= to OS O p V N Q U N (Lj 7 0) O) o a o co 7 7 f-- O 1:t (O N CO (O r- O U) 00 h m corn NNLoco (oomeo o CO (o 0 0 (� CO 0 (o t F N U)co-a0 O 1� V N C0 O Co V �_ CO CO COU) 0rn CD o 0 0 0 0 0 0 0 0 o N 00 0000 O O O OI Cl) N V V V V V' V V V V V 1 O U) U) U) U) (n U) (n (n (n «) CV CV N CV CV CV CV CV CV CV 1 0 U I -p 000000 000o1 o 0 0 Co 00 co rn O O V O EN I = p O ( W V V , CO O N 0 U r N r co V U) CO o .- N yU MU 0(»0is �U)U»U) W l I 11-1 In o (_) 0 0 0 0 0 0 0 0000 0 0 • R 0 0 0 0 00 0 0 co0 8000 co 0 .d+ (— rn rn 0 r N N N N V 0 N (0 0 V _ CO U) CO 0) rn (O N- E c') N N N N- N V N fA fA ffl f9 69 M f9 U) E9 ffl 6 N W Q n v a) U C N N 3 rn N C 3 � 8 O iL y U e N co c o o (0 0 0 H .0II En)doU) v O E - a) a — o N n y _ o 0 E a) N 0 co W a _V d N 0) @ c 3 m d N > o T O > p 3 C) -13 Q OS 3 = (0 N N J (n m e X - (0 Y C ._ N N 0 7 = U 2 E W ; m • p m (� o4. @ •c o o 5 m 92 >j0= (n 3 Eon. ! CO I-- 10N m o o n n. y X z o E COUNCILBOARD SUBMISSION DRAFT 3/31/06 Exhibit H —Special Warranty Deed for Intermodal Hub When Recorded Please Return to: SPECIAL WARRANTY DEED For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SALT LAKE CITY CORPORATION (the `GRANTOR") conveys in fee and warrants (only as against those claiming by, through or under GRANTOR) to UTAH TRANSIT AUTHORITY (hereafter "GRANTOR") (hereafter"GRANTEE"), all of Grantor's interest in the following described real property situated in Salt Lake County, State of Utah: See Exhibit"A"to this Special Warranty Deed The fee interest granted hereunder is subject to existing rights-of-way and easements of record, including those of all public utilities or private third parties now located on, in, under or over the confines of the above described property, and the rights of entry thereon for the purposes of obtaining, altering, replacing, removing, repairing or rerouting said utilities. GRANTOR' By SALT LAKE CITY CORPORATION Name: Title: STATE OF UTAH ) :ss COUNTY OF The foregoing Special Warranty Deed was acknowledged before me this day of 2006 by , who before me duly sworn, did say that he is the of Salt Lake City Corporation. My Commission expires: Notary Public Residing at , Utah H-I COL NCIL/BOARD SUBMISSION DRAFT 3/31/06 Exhibit I —Assignment and Assumption Agreement for Greyhound Lease ASSIGNMENT,ASSUMPTION AND CONSENT AGREEMENT This Assignment, Assumption and Consent Agreement ("Agreement") is hereby entered into this day of 2006 by and between Utah Transit Authority, a public transit district organized under the laws of the State of Utah ("UTA"), Salt Lake City Corporation, a municipal corporation and political subdivision of the State of Utah (the "City"), and Greyhound Lines, Inc., a corporation organized under the laws of the Delaware ("Greyhound"). UTA, the City and Greyhound are hereafter collectively referred to as the"parties" and any of the foregoing may be individually referred to as "party,"all as governed by the context in which such words are used. RECITALS WHEREAS, the City and Greyhound entered into a MONTH, DATE, 2005 Lease Agreement(hereafter collectively the"Lease"); WHEREAS, the Lease provided for Greyhound's lease of exclusive and common areas for a bus maintenance and passenger station facility at the Salt Lake City Intermodal Terminal, located at approximately 600 West 300 South in Downtown Salt Lake City (the "Intermodal Hub"); WHEREAS, effective the date of this Agreement, the City has conveyed the Intermodal Hub(including the real estate subject to the Lease)and the underlying real estate to UTA; WHEREAS, the City is willing to assign and delegate all rights and obligations under the Lease, and UTA is willing to accept and assume all such rights and obligations; and WHEREAS, although not required under the Lease, Greyhound consents to the assignment described herein. AGREEMENT NOW THEREFORE, on the stated Recitals, which are incorporated herein by reference, and for and in consideration of the mutual covenants and Lease hereafter set forth, the mutual benefits to the parties to be derived herefrom, and for other valuable consideration, the receipt and sufficiency of which the parties acknowledge, it is hereby agreed as follows: I. Assignment and Assumption. The City hereby assigns and delegates and UTA hereby accepts and assumes all rights and obligations of the City under the Lease. The Assignment shall be effective as of the date set forth above. Hereafter, UTA shall be solely responsible for all obligations and requirements allocated to the City under the Lease, and UTA shall be the sole beneficiary of all rights and obligations allocated to Greyhound under the Lease. Greyhound hereby releases the City from all obligations and liability accruing under the Lease. 2. Consent to Assignment. Greyhound hereby consents to the assignment of the Lease as set forth in this Agreement. I-I COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 3. Payment of Rent and Other Obligations. Any rent payments or other obligations payable by Greyhound under the Lease shall be delivered in accordance with the Agreements and to the following address: Utah Transit Authority Attn: Property Administrator—Intermodal Hub 3600 South 700 West P.O. Box 30810 Salt Lake City, Utah 84130-0810 4. Notices. Any notices or other communications deliverable by Greyhound under the Lease shall be provided in accordance with the Agreements to the following addresses: Utah Transit Authority Attn: Deputy Chief—Asset Management and Business Development 3600 South 700 West P.O. Box 30810 Salt Lake City, Utah 84130-0810 With a Copy to: Utah Transit Authority Attn: General Counsel 3600 South 700 West P.O. Box 30810 Salt Lake City, Utah 84130-0810 5. Ethical Standards. UTA represents that it has not: (a) provided an illegal gift or payoff to a City officer or employee or former City officer or employee, or his or her relative or business entity; (b) retained any person to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business; (c) knowingly breached any of the ethical standards set forth in the City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or (d) knowingly influenced, and hereby promises that it will not knowingly influence, a City officer or employee or former City officer or employee to breach any of the ethical standards set forth in the City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code. 6. Other Provisions. Except as specially amended by this Agreement, all terms, conditions and provisions of the Lease shall continue unmodified and in full force and effect. I-2 COUNCIL/BOARD SUBNIISSION DRAFT 3/31/06 IN WITNESS WHEREOF,the parties hereto have executed this Agreement in duplicate as of the date first herein written. UTA THE CITY UTAH TRANSIT AUTHORITY SALT LAKE CITY CORPORATION By: By: John Inglish, General Manager Ross C. Anderson, Mayor ATTEST AND COUNTERSIGN: By: Michael Allegra, Chief Capital Development Officer By: Chief Deputy City Recorder APPROVED AS TO FORM AND LEGALITY APPROVED AS TO FORM AND LEGALITY: UTA General Counsel's Office Senior City Attorney GREYHOUND LINES, INC By: Stephen Gorman President and Chief Executive Officer I-3 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 Exhibit J —Assignment and Assumption Agreement for Amtrak Lease ASSIGNMENT,ASSUMPTION AND CONSENT AGREEMENT This Assignment, Assumption and Consent Agreement ("Agreement") is hereby entered into this day of 2006 by and between Utah Transit Authority, a public transit district organized under the laws of the State of Utah ("UTA"), Salt Lake City Corporation, a municipal corporation and political subdivision of the State of Utah (the `'City"), and National Railroad Passenger Corporation, a corporation organized under the laws of the District of Columbia ("Amtrak"). UTA, the City and Amtrak are hereafter collectively referred to as the "parties" and any of the foregoing may be individually referred to as "party," all as governed by the context in which such words are used. RECITALS WHEREAS, the City and Amtrak entered into a November 2, 1999 development agreement and a November 2, 1999 lease agreement (hereafter collectively the "Intermodal Agreements"); WHEREAS, the Intermodal Agreements provided for the relocation of Amtrak's passenger rail station and rail improvements to the Salt Lake City Intermodal Terminal located at approximately 600 West 300 South in Downtown Salt Lake City(the "Intermodal Hub"); WHEREAS, the Intermodal Agreements provided for the lease of approximately acres of real property for the development passenger platforms, parking improvements and trackage; WHEREAS, the Intermodal Agreements provided for the installation of a temporary, modular building to be used by Amtrak until the completion of the permanent Amtrak improvements as contemplated by Exhibit A of the development agreement; WHEREAS, the Intermodal Agreements provided for the development of permanent Amtrak improvements in conjunction with the development of UTA's commuter rail and light rail facilities at the Intermodal Hub; WHEREAS, effective the date of this Agreement, the City has conveyed the Intermodal Hub (including the real estate subject to the Intermodal Agreements) and the underlying real estate to UTA; WHEREAS, the City is willing to assign and delegate all rights and obligations under the Intermodal Agreements, and UTA is willing to accept and assume all such rights and obligations; and WHEREAS, Amtrak consents to the assignment described herein. AGREEMENT NOW THEREFORE, on the stated Recitals, which are incorporated herein by reference, and for and in consideration of the mutual covenants and Intermodal Agreements hereafter set forth, the mutual benefits to the parties to be derived herefrom, and for other valuable J-1 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 consideration, the receipt and sufficiency of which the parties acknowledge, it is hereby agreed as follows: 1. Assignment and Assumption. The City hereby assigns and delegates, and UTA hereby accepts and assumes, all rights and obligations of the City under the Intermodal Agreements. The Assignment shall be effective as of the date set forth above. Hereafter, UTA shall be solely responsible for all obligations and requirements allocated to the City under the Intermodal Agreements. and UTA shall be the sole beneficiary of all rights and obligations allocated to Amtrak under the Intermodal Agreements. Amtrak hereby releases the City from all obligations and liability accruing under the Intermodal Agreements. 2. Consent to Assignment. Amtrak hereby consents to the assignment of the Intermodal Agreements as set forth in this Agreement. 3. Payment of Rent and Other Obligations. Any rent payments or other obligations payable by Amtrak under the Intermodal Agreements shall be delivered in accordance with the Agreements and to the following address: Utah Transit Authority Attn: Property Administrator—Intermodal Hub 3600 South 700 West P.O. Box 30810 Salt Lake City, Utah 84130-0810 4. Notices. Any notices or other communications deliverable by Amtrak under the Intermodal Agreements shall be provided in accordance with the Agreements to the following addresses: Utah Transit Authority Attn: Deputy Chief—Asset Management and Business Development 3600 South 700 West P.O. Box 30810 Salt Lake City, Utah 84130-0810 With a Copy to: Utah Transit Authority Attn: General Counsel 3600 South 700 West P.O. Box 30810 Salt Lake City, Utah 84130-0810 5. Ethical Standards. UTA represents that it has not: (a) provided an illegal gift or payoff to a City officer or employee or former City officer or employee, or his or her relative or business entity; (b) retained any person to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business; (c) knowingly breached any of the ethical standards set forth in the City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or(d) knowingly influenced, and hereby promises that it will not knowingly influence, a City officer or J-2 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 employee or former City officer or employee to breach any of the ethical standards set forth in the City's conflict of interest ordinance. Chapter 2.44, Salt Lake City Code. 6. Other Provisions. Except as specially amended by this Agreement. all terms, conditions and provisions of the Intermodal Agreements shall continue unmodified and in full force and effect. IN WITNESS WHEREOF,the parties hereto have executed this Agreement in duplicate as of the date first herein written. UTA THE CITY UTAH TRANSIT AUTHORITY SALT LAKE CITY CORPORATION By: By: John Inglish, General Manager Ross C. Anderson, Mayor ATTEST AND COUNTERSIGN: By: Michael Allegra, Chief Capital Development Officer By: Chief Deputy City Recorder APPROVED AS TO FORM AND LEGALITY APPROVED AS TO FORM AND LEGALITY: UTA General Counsel's Office Senior City Attorney NATIONAL RAILROAD PASSENGER CORPORATION By: Lee W. Bullock President,Amtrak Intercity J-3 COUNCIL/BOARD SUBMISSION DRAFT 3/31/06 Exhibit K—Site Development Plan for Intermodal Hub 1 , • , . ' s 1 • • _ 1 , * ' A A'F . --- ni 211 II{ 1 . la . II _ • .....'1 .,r IA I: ‘..` v \ ,... 1 •_IR .. / I TIN i T-7, '' I, .,,..- 1 14 I d 4 Zil 1 ' Ill .. i i t low _ ! 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I I I , i !I K-3 University of Utah College of + Students propose to make a presentation to City Council and other City officials about the future potential of 400 South Proposal li Exhibition a e YPresentation Students in an Urban Planning class at the College of Architecture + Planning have built a 17 foot physical model of 400 South between 200 East and 1000 East. After filling in the blocks on either side of 400 South with existing structures, students then incrementally added to and changed building masses and neighborhood configurations. The Intent of the exercise is to imagine how 400 South could achieve the densities and land uses anticipated by the TC-75 Transit Corridor zoning. Students have also been able to incrementally alter policy to allow for greater densities and a vibrant street life. While our work is hypothetical and exploratory, we believe that the model is instructive. It provides a valuable foundation for discussing and imagining the possibilities for one of Salt Lake City's most vital transit corridors. We propose to exhibit the model in the basement of the City and County building for a two week period at the end of April and to launch the exhibit with a presentation to interested City Counselors and other City officials. 'fop 0 s #t