Crane Lake Visitor Center Feasibility Study

Home , Grand Portage State Park, Tettegouche State Park, Voyageurs National Park, Wild River State Park

Bureau of Business and Economic Research Labovitz School of Business and Economics University of Minnesota Duluth

i Research Team

UMD Labovitz School of Business and Economics Bureau of Business and Economic Research

Monica Haynes, Director Gina Chiodi Grensing, Editor/Writer Nathan Brand, Undergraduate Research Assistant Haakan Thorsgard, Undergraduate Research Assistant Bureau of Business and Economic Research 11 East Superior Street, Suite 210 Duluth, MN 55802 (218) 726-7895 z.umn.edu/bber

Project Contact Elizabeth Lowthian Administration Officer Voyageurs National Park 360 Hwy 11 East International Falls, MN 56649 218-283-6612 [email protected]

DISCLAIMER –The Bureau of Business and Economic Research (BBER) at the University of Minnesota Duluth’s (UMD) Labovitz School was contacted by organization as an unbiased research entity. Publication and dissemination of this report, or any of its data, is not an endorsement by the BBER/UMD of Voyageurs National Park or its projects. The BBER was asked to supply an economic impact analysis only. This analysis does not consider the social or environmental impacts of the project and should not be viewed as a cost benefit analysis or environmental impact assessment.

Bureau of Business and Economic Research Labovitz School of Business and Economics University of Minnesota Duluth

ii Table of Contents Executive Summary ...... iv I. Project Description ...... 6 II. Multi-Agency Partnerships ...... 6 Billingsley Creek State Park ...... 7 Chesapeake and Ohio Canal National Historical Park ...... 9 David R. Obey Northern Great Lakes Visitor Center ...... 10 Grand Portage State Park ...... 13 Mississippi National River and Recreation Area ...... 14 Salem Maritime National Historic Site ...... 16 Tettegouche State Park ...... 18 Voyageurs National Park ...... Error! Bookmark not defined. III. Operating Costs ...... 19 IV. Conclusions ...... 24 Appendices ...... 26

Bureau of Business and Economic Research Labovitz School of Business and Economics University of Minnesota Duluth

iii Executive Summary Crane Lake in Minnesota encompasses over 3,000 the proposed Crane Lake facility was gathered by acres, is 80 feet deep, and is located approximately the research team. These centers are Afton State 28 miles northwest of Orr, Minnesota. The Crane Park, the David R. Obey Northern Great Lakes Lake Township is the southern entry into Visitor Center (NGLVC), Grand Portage State Park, Voyageurs National Park—over 218,000 acres of Jeffers Petroglyphs Historic Site, Snake River lakes, forests, rivers and wilderness abutting Trading Post, Tettegouche State Park, Voyageurs Minnesota’s Canadian border. Four large lakes, the National Park (Ash River Visitor Center, Ash River, 26 smaller interior lakes, and hundreds Kabetogama Lake Visitor Center, and Rainy Lake of islands can be found for exploring. In 2019, the Visitor Center), Whitewater State Park, and Wild park hosted almost 233,000 visitors. River State Park. Such a vast national park has three visitor centers— Data gathered from these centers included total at Kabetogama Lake, Ash River, and Rainy Lake. A annual operating costs which ranged from ranger station located in Crane Lake Township is $7,500/$9,999 to more than $100,000. The largest not an official visitor center but does offer portion of the operation costs was identified as information to those exploring the park. utilities. The costs per square foot ranged from $1.70 to $9.30. The National Park Service (NPS) contacted the UMD Labovitz School of Business and Economics’ Three facilities of the 11 were most similar in size research bureau, the Bureau of Business and to the facility being proposed with their square Economic Research (BBER) to study and determine footage between 3,000 and 7,499. The average the feasibility of a proposed multi-agency visitor operating costs per square foot for these three center in Crane Lake Township. ranged from $2.10 to $9.30. Because the visitor center is proposed for a A literature review on operating cost for small and township-owned site that is three miles outside of midsized visitor centers found four reports with the national park boundary, it cannot be built and operating costs for facilities similar to the one financed by the (NPS). Therefore, the visitor center being proposed in Crane Lake. A detailed report on is proposed as a multi-agency facility that would be the proposed Lake Superior Science Center in owned by Crane Lake Township. Also, the limited Ashland, Wisconsin, predicts annual operating federal funding available for operations requires costs of just over $47,000, which is just over $1.80 that the facility be self-sustaining to the extent per square foot. Most of this cost would be feasible. allocated to gas and electric utility usage. The BBER’s study estimates typical operating costs Feedback from eight parks/designated tourist sites for a visitor center of approximately 5,000 square that were located across the nation yielded insight feet with input from the project committee that on best practices for crafting multiagency includes the NPS and United States Forest Service agreements. These eight were chosen based on (USFS). The study also identifies similar multi- various similarities to the proposed Crane Lake agency partnerships, local and national, and Visitor Center, including that each had a visitor determines the best practices from these center or similar facility that is operated by partnership agencies for use in drafting multi- multiple agencies. The eight chosen entities are agency agreements. Billingsley Creek State Park, the Chesapeake and Ohio Canal National Historical Park, the NGLVC, Feedback from 11 visitor centers that are similar to

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iv Grand Portage State Park, the Mississippi National Lastly, feedback was received from the eight River and Recreation Area, the Salem Maritime entities that included several recommendations for National Historic Site, and Tettegouche State Park. Crane Lake to consider. The recommendations included defining roles and responsibilities (e.g. Several different types of agreements were found who will manage grounds, purchase supplies, staff to be in use across the parks. Six locations involve space), building on each partners’ strengths, a federal agency as a partner with two of them anticipating conflicts (e.g. what happens if one using a Cooperative Management Agreement partner can no longer participate), minimizing (CMA). However the use of CMAs may be ceasing; costs, and determining the identity of the space. so this may not be an option for the Crane Lake facility. Among the feedback were some of the following quotes: John Anfinson, superintendent for MNRRA One of the locations, the Mississippi National River advised, “Be certain about each partner’s long- and Recreation Area (MNRRA), has had success term financial commitment.” Hilary Markin, USFS with the use of a U.S. General Services NGLVC Director stated, “Determine the identity of Administration (GSA) lease, in which a federal the space. A Continuity of Operations Plan (COOP) agency occupies its own space in a building that is for the partnership/facility can help avoid owned by a partner agency and pays rent to that problematic situations.” Paul DePrey, owner agency according to the terms of the lease. Superintendent of the Salem Maritime Historic Site This type of agreement may benefit the proposed suggested, “Find an old historic building. Get it into Crane Lake facility partnership. the boundary of the NPS unit somehow. Lease out Also of note is that the NGLVC, which has been in the entire building with the exception of a small existence since 1998, does not have a formal office and desk spot for a ranger. Let the partner document that ties its participating entities operate the space with the NPS as the smallest together. The center houses several federal footprint. Or better yet, just least five feet of desk agencies, two state agencies, as well as a nonprofit space in an existing spot. When government organization. However, the group is developing a shutdowns occur, they don’t shut down the visitor Memorandum of Understanding (MOU) that would center.” And finally, Wade Vagias, Hagerman Fossil cover some of the internal partnership details such Beds National Monument said, “Consider the use as roles and responsibilities, principles of conduct, of an NPS Facility Modeling Tool to design a standards for training, annual reviews, and conflict building based on the needs of both agencies.” resolution.

Bureau of Business and Economic Research Labovitz School of Business and Economics University of Minnesota Duluth

v Crane Lake Visitor Center Feasibility Study

I. Project Description The UMD Labovitz School of Business and Economics’ research bureau, the Bureau of Business and Economic Research (BBER), was asked to study and determine the feasibility of a proposed multi-agency visitor center to be built on Crane Lake Township-owned land in northern St. Louis County, Minnesota. The visitor center would offer information on nearby Voyageurs National Park and the Boundary Waters Canoe Area Wilderness operated by the U.S. Forest Service (USFS) and other lands and waters open to the public. Because the visitor center is proposed for a township-owned site that is three miles outside of the national park boundary, it cannot be built and financed by the National Park Service (NPS). Therefore, the visitor center is proposed as a multi-agency facility that will be owned by Crane Lake Township. In addition, the limited federal funding available for operations requires that the facility be self-sustaining to the extent feasible. This study accomplishes the following tasks: 1) Estimates typical operating costs for a visitor center of roughly 5,000 square feet, with input from project committee (including NPS & USFS). 2) Identifies similar multi-agency partnerships,1 both local and nationwide and determines best practices used in drafting multi-agency agreements, using the following methods: a. Identifying similar visitor centers in Minnesota (and elsewhere) and interviewing staff b. Reviewing literature to identify similar studies, methods to replicate, data sources, and subject matter experts c. Evaluating available databases for useful data sources Once built, the visitor center will benefit the community by better serving visitors and likely increasing the number of visitors to the Crane Lake area. This proposed study will benefit the community by providing financial information that can be used to make the case for funding to potential private and government sources, increasing the likelihood of the visitor center being developed. More immediately, the study will help decide what revenue-generating elements should be included in the design of the site. The report’s first chapter is a series of case studies that highlight some of the most relevant multi-agency partnerships in Minnesota and nationwide along with lessons learned from those involved in the partnerships. The second chapter summarizes operating cost estimates for similar-sized visitor centers in Minnesota. Finally, the report includes a summary of best practices found in relevant literature.

II. Multi-Agency Partnerships The research team used a variety of methods in identifying multi-agency partnerships that could provide useful information for Crane Lake and the NPS. First, NPS staff provided contacts and locations. Second, the research team identified some additional locations through their interviews with subject-matter experts. And finally, some multi-agency partnerships were found through a review of the literature. This chapter begins

1 For a full list of definitions, see Appendix A.

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6 with a review of literature on best practices involving public-private partnerships (PPPs) at state and national parks, followed by more detailed information on seven multi-agency partnerships that are similar in some way to the one being proposed in Crane Lake. A review of literature on PPPs in managing state and national parks turned up two articles that could be particularly useful to the partners involved in developing the Crane Lake Visitor Center. The first study, Parks 2.0: Operating State Parks Through Public-Private Partnerships,2 examined PPPs around the U.S. as a way for states to minimize some of the financial challenges associated with operating state parks. The study highlights some of the benefits of PPPs in park operations, describes the use of PPPs in the USFS, examines best practices in developing PPP contracts, and identifies states that are exploring the concept of PPPs for their own park management. The Gilroy, Kenny, and Morris report could be especially useful for the partners involved in the Crane Lake Visitor Center as it lays out the benefits of PPPs and provides helpful information on drafting an agreement that would benefit both parties. In their 2016 study, Ramsey and Asmar3 analyzed existing agreements and created a list of tips, best practices, and reasons for engaging in PPPs. The researchers also created a list with potential funding sources for PPPs. The Ramsey and Asmar report includes a detailed list of studies that could be useful to the partners involved in the Crane Lake Visitor Center as the partners develop their agreement and secure funding. Finally, Chelan County, Washington, conducted a 2013 financial and operational analysis on six parks that provide overnight camping along the Columbia River.4 Chelan County’s report outlined many different scenarios for ways to incorporate PPPs into their six parks and the benefits and weaknesses associated with each scenario, such as how partnerships could reduce costs for the district but could increase fees for campers.

Billingsley Creek State Park Location: Hagerman, Idaho Partners: Idaho Department of Parks and Recreation (proprietor) and National Park Service (tenant) Visitor Center Size: 3,500 square feet (construction to begin September 2020) Billingsley Creek State Park (Billingsley Creek) is one of five units managed by the Idaho Department of Parks and Recreation (IDPR) that make up Thousand Springs State Park, a public recreation and nature preservation area located in Gooding County, Idaho, roughly a half mile north of Hagerman, Idaho. Before it became a state park in 2001, Billingsley Creek was known as the Emerald Valley Ranch and used primarily for agriculture.5

2 Gilroy, Leonard, Harris Kenny, and Julian Morris. (December 2013) Parks 2.0: Operating State Parks Through Public-Private Partnerships. https://reason.org/wp-content/uploads/files/state_parks_privatization.pdf 3 Ramsey, David and Mounir El Asmar. (2016) “Analysis of Funding Sources for Design-Build-Finance (DBF) Public- Private Partnership (PPP) Projects in the U.S. Transportation Sector: An Ongoing National Study.” Construction Research Congress. 4 Chelan County Parks (June 2013), “Chelan County Public Utility District No. 1 Campground and Park Operation Analysis & Alternatives.” http://citeseerx.ist.psu.edu/viewdoc/download?doi=10.1.1.642.8693&rep=rep1&type=pdf 5 https://visitsouthidaho.com/adventure/billingsley-creek-unit-thousand-springs-state-park/

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7 West of Hagerman, at the geographic division of the Snake River Plain, the National Park Service (NPS) operates the Hagerman Fossil Beds National Monument (HFBNM). The 4,351-acre monument is internationally significant because it protects the world's richest known late Pliocene epoch (3.5 million years ago) fossil deposits.6 However, the current visitor center for the national monument operates out of a converted video rental store in downtown Hagerman, and a recent survey found that the Hagerman Visitor Center had one of the worst visitor satisfaction rates in the history of the NPS due to its less than ideal location.7 The NPS has been eager to find an alternate site for the center. Since acquiring Billingsley Creek and therefore becoming the proprietor, the IDPR has been considering the construction of a visitor center to serve and educate the guests of Billingsley Creek. Originally, the IDPR had envisioned building a very small visitor center with outdoor information kiosks surrounding the building. However, beginning in 2015, the IDPR and the NPS began considering the possibility of constructing a visitor center that would serve both Billingsley Creek and the HFBNM. This process included the completion of a white paper evaluating the feasibility of operating a shared visitor center.8 In 2019, the IDPR and the NPS signed a cooperative management agreement (CMA) that outlines the terms of the partnership.9 The agreement states that the “NPS and IDPR agree … to jointly staff and operate the [proposed] Billingsley Creek Visitor Center. By sharing the single visitor center, IDPR and NPS will achieve significant operational efficiencies as well as provide a centralized point of orientation and interpretation for visitors to south-central Idaho and the Hagerman Valley. In addition to collaborating to provide the visiting public with orientation-type information to the resources and activities within the area, the parties will collaborate to provide extensive educational programming to both general visitors and school-aged children in the Hagerman and Twin Falls, Idaho, areas.” Wade Vagias,10 the superintendent for HFBNM, stated in an interview with a member of the research team that in addition to the efficiencies that will come from the shared building, the two entities see natural efficiencies with their respective missions. “The state’s mission is access to recreational experiences, while NPS is focused on education. Both have gaps that the other could fill,” he said. Construction on the proposed visitor center is expected to begin in late September 2020. The finished building shall be 3,500 square feet and have three private staff offices, hotel-type workspace for seasonal staff, a conference room, a large lobby, and a designated exhibit room. Vagias noted that the two entities used the NPS Facility Modeling Tool that was very helpful in designing the building based on the needs of both agencies. He mentioned this as something that the Crane Lake team might consider as they determine their needs for the proposed visitor center and that they should talk with the NPS regional office in Omaha, Nebraska. Vagias noted a number of unique aspects of the partnership between Billingsley Creek and the HFBNM. First, the two entities used a CMA as opposed to the more common Cooperative Agreement. Vagias stated that, compared with Cooperative Agreements, which are fairly cumbersome, moving money from the federal government to the state is more streamlined with a CMA. While this is something that Crane Lake might

6 https://en.wikipedia.org/wiki/Hagerman_Fossil_Beds_National_Monument 7 Cooperative Management Agreement between the State of Idaho, Idaho Department of Parks and Recreation, Billingsley Creek State Park and the United States Department of the Interior, National Park Service, Hagerman Fossil Beds National Monument for the cooperative Management of the Billingsley Creek State Park Visitor Center, a Unit of Thousand Springs State Park (May 2019) 8 See Appendix B to read the white paper. 9 See Appendix C to see the CMA between NPS and IDPR. 10 Phone interview with Wade Vagias, August 21, 2020

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8 consider as they develop their own agreement, Vagias stated that the federal government may be ending the use of CMAs in the future, so this may not be an option when the Crane Lake partnership occurs. Vagias also noted that, despite the CMA being more streamlined, getting the CMA approved by the NPS legal team was slower than anticipated as it was one of the first times the NPS had used the CMA. The estimated cost of construction for the Thousand Springs State Park building is $2.5 million. Of that, the NPS promised $1.5 million in the form of a $250,000 down payment followed by annual payments of $50,000 for 25 years, as stipulated in the CMA. The CMA states that the IDPR will be responsible for the lease and maintenance associated with the building. According to Vagias, this partnership is advantageous for the NPS, which “can often afford to build things but then struggles to maintain them.” The two entities are still drafting their annual operating plan, which would include specific operating responsibilities for each party.

Chesapeake and Ohio Canal National Historical Park Location: New headquarters facility in Williamsport, Maryland Partners: NPS and Maryland Economic Development Corporation Park Headquarters’ Size: Two stories, over 16,200 square feet

The Chesapeake and Ohio (C&O) Canal is 184.5 miles long and connects the Potomac River in Washington, D.C., with the Ohio River in Pennsylvania. Construction took 22 years with the canal’s operation spanning from 1850 to 1924 (though some sections were open in 1830). It became a national park in 1971 and currently encompasses 20,240 acres with approximately 25 miles of the canal as water and two locks still in working condition. The headquarters is currently in Hagerstown, Maryland, which is approximately a 20-minute drive to the nearest part of the park. The new headquarters’ location is being built adjacent to the park in the former Miller Lumber Company site in Williamsport, Maryland, on land that is owned by Washington County.11 Approximately five million people visit C&O Canal each year. In 2017, more than 420,000 visited Williamsport, spending nearly $6 million in the local community and supporting more than 800 local jobs. 12 The partnership is between the NPS and the Maryland Economic Development Corporation (MEDCO), an entity established in 1984 to encourage business activity and commerce and relieve unemployment. MEDCO purchases and develops property, which is leased to others under favorable terms. It also makes loans to companies to maintain and develop facilities and helps state and local economic development agencies expand, modernize, and retain businesses, and attract new ones.13 To finance this assistance, MEDCO borrows money and issues bonds. As of June 30, 2018, MEDCO owned and managed fifteen operating facilities.14 Construction began this year on the new headquarters with completion expected in late 2021.15 The state of

11 https://www.nationalparkstraveler.org/2019/11/new-headquarters-chesapeake-and-ohio-canal-national- historical-park-will-be-williamsport 12 https://open.maryland.gov/blog/co-canal-plans-hq-visitor-center-washington-county/ 13 https://msa.maryland.gov/msa/mdmanual/25ind/html/26econf.html 14 Maryland Economic Development Corporation Audit Report, December 2019 9 https://www.nps.gov/choh/planyourvisit/williamsport- headquarters.htm#:~:text=The%20National%20Park%20Service%20has,be%20completed%20in%20late%202021.

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9 Maryland is the builder, and MEDCO is the developer, owner, and lessor.16 Through a CMA,17 the NPS, which will be the sole tenant of the new headquarters and includes the NPS Trust, will lease the use of the headquarters’ facilities and utilities over the life of the CMA. All operating costs will be the responsibility of the NPS.18 At the expiration of the CMA in 2050, the NPS will evaluate whether the facilities and lands associated with the site could be donated to the NPS for $1.00.19 Approximately 70 jobs with an annual payroll of $5 million are anticipated to be supported by the new headquarters. 20 Ben Helwig, C&O Canal supervisory park ranger, noted that time should be allotted for development of the CMA. “The structure of the CMA for the purposes we undertook had not been previously used, so the CMA took an extended amount of time to finalize.”21 Helwig indicated that while the new facility is not yet completed, operations and management cost estimates are being generated based on use of the current C&O Canal National Historical Park headquarters as provided by the General Services Administration (GSA) and MEDCO. “Since the new building is essentially in the same region and same size, the costs should be within the same range,” said Helwig. “MEDCO developed a general O&M cost estimate based on current information from the local service providers. Soon they will be going out to these and other service providers to get contracts in place and then we will have firm numbers. At this time we are estimating $116,000 annually.” For further information about operations and maintenance, see Article IV — Statement of Work, Section C, beginning on page 6 of the attached CMA (Appendix D).

David R. Obey Northern Great Lakes Visitor Center Location: Ashland, Wisconsin Partners: The U.S. Forest Service (USFS), NPS, U.S. Fish and Wildlife Service, Wisconsin Historical Society, University of Wisconsin-Extension, and Friends of the Center Alliance Ltd. Visitor Center Size: 37,000 square feet The David R. Obey Northern Great Lakes Visitor Center (NGLVC), which lies within the Chequamegon-Nicolet National Forest in northwestern Wisconsin, does not facilitate a state or national park. Rather, it’s a center reflecting the history, natural elements, art, culture, and science of Lake Superior and the surrounding region. The visitor center was established through efforts of the Friends of the Center, a grass roots, non-profit organization that lobbied the state and federal governments for nearly six years. The group’s work resulted in

16 Email from Robert Brennan, Executive Director of MEDCO, August 18, 2020 17 See Appendix D to see the CMA between NPS and MEDCO. 18 Email from Brennan, August 18, 2020 19 IBID 20 https://www.nps.gov/choh/planyourvisit/williamsport- headquarters.htm#:~:text=The%20National%20Park%20Service%20has,be%20completed%20in%20late%202021. 21 Email from Ben Helwig, Chief Business Manager for Chesapeake and Ohio National Historical Park, August 27, 2020

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10 attaining federal and state funds, and construction began in 1995 to build the center on USFS land adjacent to the Whittlesey Creek National Wildlife Refuge on the Chequamegon Bay of Lake Superior. The center opened in May 1998.22 Included in the center are interactive exhibits, two movie theaters, a five-story observation tower, boardwalks and interpretive trails, the Wisconsin Historical Society (WHS) regional archives, a gift store, office space, and more. The archives is the only one in Wisconsin not on a college campus. While the USFS owns the facility and 180-acre grounds, the center is operated through a partnership with the NPS, U.S. Fish and Wildlife Service, WHS, University of Wisconsin-Extension (U of W Extension) and the Friends of the Center Alliance Ltd., which operates the gift shop. 23 Overall employee count within the center is seasonal, with each entity overseeing its own staff. The following is what is currently accounted for, although some positions are vacant: USFS – five permanent employees with three dedicated to the visitor center (director, two support positions, two hosted employees); NPS – one permanent employee; U.S. Fish and Wildlife Service – one permanent employee; WHS – four permanent employees; U of W Extension – two permanent employees; Friends of the Center Alliance – three permanent employees (one store manager, two maintenance workers). 24 Operation and maintenance costs of the facility have been established through an agreement with the USFS whereby the Fish and Wildlife Service and the NPS contribute funds for these expenses. All other partners contribute funds to the Friends group that also helps pay for operations and maintenance costs. Additional funds are received from the counties in exchange for services provided to the counties and communities. 25 In efforts to lower the operations and maintenance costs, a $2 million capital improvement project was done in 2016 that included installing 100-kilowatt photovoltaics, insulation, LED lights, low flow plumbing fixtures, and new siding; tightening doors and windows; and replacing key components of the HVAC system in the building. LED lights that were not part of the project have been changed out and fit with motion/activated sensors and/or timers to be more efficient.26 It should be noted that the WHS’s archival area located within the building is climate controlled and has a separate and unique HVAC system.27 According to USFS NGLVC Director Hilary Markin, while the USFS has agreements with each of the partners, there is no formal document that ties the partners to one another. Plans are underway to develop an MOU that would include appendices that address roles and responsibilities, principles of conduct for a positive work environment, standards for training, annual reviews, and conflict resolution. “Over the years the business model has changed, too,” said Markin. “It’s a work in progress to align the agreements and other documents to reflect the current operational status.” “One of the challenges is how to handle the gray area when working towards a common mission with partner roles and responsibilities/policies of respective partners and the ever-changing dynamics that brings. Having an MOU that outlines a lot of this upfront as well as ensuring all partners stay connected though frequent

22 https://www.nglvc.org/about.html 23 Email from USFS NGLVC Director Hilary Markin, September 14, 2020 24 Email from Markin, September 14, 2020 25 IBID 26 IBID 27 IBID

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11 check-ins in regard to the business model would be helpful.” Markin also noted that the structure of the NGLVC board of directors includes direct line supervisors of employees in the building. “This isn’t all encompassing as we have several hosted employees; however it does represent those directly involved in supporting the mission of the VC.” This may be something to consider in the development of the Crane Lake employee/board dynamic. Other suggestions that Markin had for Crane Lake include: Try to work out all the kinks up front to the degree possible—having agreements/MOUs in place not only on how each entity will support the mission but also how they will share the same space, be coworkers, etc. Establish who will take care of the grounds surrounding the facility—we have had several grant funded projects over the years that have allowed different things to be planted/grown/started on the grounds—but when the funding runs out or the partner is no longer active—then what? How does this factor into the site plan? A possible solution is having a process for projects/ideas to be submitted and a vetting system in place for the approval prior to seeking. This can be challenging with entities serving their own/having their own vision—but how does it relate to the bigger picture and all the partners working together towards the common mission. Probably not an issue in the honeymoon stage of a project, but as time goes on and dynamics change, it can be. Trying to be cohesive and keep that cohesiveness is important. Have a solid plan for the business model on how things will be operated and maintained—down to buying cleaning supplies, providing staffing for hours open, how to handle after hours events, how to handle events hosted by one partner vs. the partnership as a whole, what to do with non-mission related requests like allowing facility rentals, etc. Think about the day-to-day operations and who is overseeing them and how issues will be worked out—conflict management—from the lowest level on up. Think about what would happen if a partner could no longer participate. What that would look like? Work out that if they are relying on volunteers, whose volunteer agreement will they be under? If you have a Friends, 501c3 group, what will its purpose be, and how will it be supported? (Possibly grants or membership?) Figure out the identity. Many people view the visitor center as an entity itself vs. a USFS facility operated in cooperation with the other partners. This can be confusing to peal apart at times to help folks understand what each partner is, what each does, and what can and can’t be done. That’s also a problem in times like now with COVID. Other federal facilities are aligned similarly to USDA guidelines in restricting visitors, while some state partners and county offices/visitor centers are open to visitors. This was also challenging during the federal government shutdowns too, as all federal facilities were directed to close. Have a game plan in place to address these circumstances that allows other partners in the facility to continue functioning as needed, basically a Continuity of Operations Plan (COOP) for the partnership/facility.

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12 Grand Portage State Park Location: Grand Portage, Minnesota Partners: Grand Portage Reservation Tribal Council Minnesota Department of Natural Resources, Division of Parks and Recreation Minnesota Department of Transportation Explore Minnesota Tourism Visitor Center Size: 5,850 square feet Grand Portage State Park, Rest Area and Explore Minnesota Welcome Center is located approximately 11 miles from the Canadian border on U.S. Highway 61 on Lake Superior’s North Shore. The rest area and welcome center is not to be confused with the Grand Portage National Monument and Heritage Center that was built in 2007 and is located six miles south. The 278-acre Grand Portage State Park features the Pigeon River and the state’s highest waterfall, aptly named High Falls—located at the end of a half-mile boardwalk and trail. A five-mile hike on the park’s trails leads to the Middle Falls and the highest point in Minnesota with stunning views of Lake Superior. The rest area and welcome center project is a partnership with the Grand Portage Band, on whose land the park is located; the Minnesota Department of Natural Resources (MnDNR); the Minnesota Department of Transportation (MnDOT), and Explore Minnesota Tourism. 28The state of Minnesota and Grand Portage Band have worked together since 1989. This is the only state park in Minnesota located on tribal land.29 Constructed in 2009 for $4 million, the center features components to introduce park visitors to the culture of the Grand Portage band of Ojibwe. Not only does the center enhance the experience of visitors to the North Shore and Minnesota but also those traveling to the United States from Canada. Amenities include travel information area, a 24/7/365 rest area, natural resource interpretation area, and a statewide resource area for the interpretation of Ojibwe history and culture. In addition, the center provides office space for state park staff and meeting/conference space for up to 30 people.30 Technical dimensions: Central lobby (1,110 square feet), interpretive exhibits and display area (1,805 square feet), restrooms including family/assisted restroom (785 square feet), mechanical room (1,350 square feet), nature store and offices (800 square feet), 49-stall car parking lot, 12-stall commercial and recreational vehicle parking lot, and a picnic shelter/outdoor classroom.31 When the visitor center was constructed, a 50-year lease was signed with the Band, leasing the land to the state to be operated as a state park. The MnDNR is the owner of the visitor center and is the sole occupying agency with five employees—a park manager, a park naturalist, and three park associates (two year-round and one seasonal). 32 “We work closely with MnDOT and Explore Minnesota to provide rest area and travel information services, and we work closely with the Grand Portage Band to make sure the cultural interpretive needs of the band

28 Email from Travis Novitsky, Grand Portage State Park park manager, August 24, 2020 29 https://www.dnr.state.mn.us/state_parks/grand_portage/things_to_do.html#:~:text=The%20lobby%20of%20t he%20welcome,Grand%20Portage%20band%20of%20Ojibwe.&text=This%20is%20the%20only%20state%20park% 20in%20Minnesota%20located%20on%20tribal%20land. 30 https://www.wsdot.wa.gov/partners/nsrac2008/PDFs/B_MnDOT.pdf 31 See Appendix E for visitor center building schematics https://www.wsdot.wa.gov/partners/nsrac2008/PDFs/B_MnDOT.pdf 32 Email from Travis Novitsky, Grand Portage State Park park manager, August 24, 2020

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13 are being met,” said Travis Novitsky, park manager. “We also work closely with the band in all aspects of site operations. The band has a say in the hiring process, and a tribal council member sits on the interview panel when hiring to fill a vacancy.” Operations and maintenance funding is split between partners. “The majority of the site’s funding comes from the MnDNR,” said Novitsky. “MnDOT and Explore Minnesota both provide funding each year that partially pays for the salaries of the three park associates. The Grand Portage Band pays for roughly 40% of the park naturalist’s salary. Some of the utilities (electric service, septic pumping service, and building repair needs) are split between the MnDNR and MnDOT with MnDNR paying 70% and MnDOT paying 30%.” For these components, the MnDNR has separate signed agreements with MnDOT and Explore Minnesota noted Novitsky. Some of the electrical costs is offset by a small solar array, according to Novitsky, with the entire heating and cooling system for the center powered by geothermal. The partnerships for the Grand Portage State Park, Rest Area and Explore Minnesota Welcome Center is working well. “I would say the most challenging thing I’ve had to deal with was getting approval to fully close the park for two months when the Covid pandemic was really starting to take off,” said Novitsky. “It took a lot of back-and-forth between the various partners, but everyone was on the same page, and we were able to get the park closed for the two-month period of April and May.”

Mississippi National River and Recreation Area Location(s): Mississippi River Visitor Center, St. Paul Upper St. Anthony Falls Lock, Minneapolis River Learning Center, St. Paul (proposed) Partners: Mississippi River Visitor Center – NPS partnership with Science Museum of Minnesota Upper St. Anthony Falls Lock – NPS partnership with U.S. Army Corps of Engineers (USACE), St. Paul District River Learning Center – NPS proposed partnership with city of St. Paul Visitor Center Size: Mississippi River Visitor Center – About 1,800 square feet St. Anthony Falls Visitor Center and Lock and Dam– Enclosed observation deck is roughly 1,000 square feet River Learning Center – in early planning

The Mississippi National River and Recreation Area (MNRRA) is a national park protecting a 72-mile and 54,000-acre corridor along the Mississippi River from the cities of Dayton and Ramsey, Minnesota, to just downstream of Hastings, Minnesota. The recreation area includes the stretch of the Mississippi River that flows through Minneapolis and St. Paul.33 MNRRA was established in 1988 as a partnership park, which means that, unlike traditional national parks, the NPS is not the major landowner and does not have control over land use. In fact, the NPS owns only 67 acres of the 54,000 acres within MNRRA.34 The rest is composed of city parks, regional parks, a state park, a national wildlife refuge, state scientific and natural areas, as well as private businesses and homes. The NPS

33 https://en.wikipedia.org/wiki/Mississippi_National_River_and_Recreation_Area 34 https://www.nps.gov/miss/planyourvisit/basicinfo.htm

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14 works with these local partners to preserve and protect the nationally significant natural and cultural resources of the Mississippi River. Currently, the NPS operates two visitor centers within MNRRA. The first, the Mississippi River Visitor Center (about 1,800 square feet), is located inside the Science Museum of Minnesota in St. Paul and is open year round. The second, St. Anthony Falls Visitor Center and Lock and Dam, is located at Upper St. Anthony Falls in Minneapolis (roughly 1,000 square feet) and is open seasonally. Both locations are staffed by national park rangers. The NPS is also in the early stages of planning a third visitor center, called the River Learning Center, in St. Paul, which will also be open all year. For all three visitor centers, the NPS serves as a tenant in the facility, while its partners (e.g. Science Museum of Minnesota, USACE) own and manage the physical space. The details of the agreement, however, vary depending on the location. For example, with the Mississippi River Visitor Center, MNRRA occupies its own space within the museum and pays rent to the museum through a GSA lease. All operating costs (i.e., electricity, maintenance) are included in the cost of rent. In the case of the St. Anthony Falls Visitor Center and Lock and Dam, the NPS has a real estate agreement with the USACE that states that the USACE is responsible for maintaining the building, while the NPS provides visitor services, including the lock surface and an enclosed observation deck. The agreement has been in place since 2015, when the lock closed to navigation and the USACE determined it no longer wanted to provide visitor services at the location. The NPS pays for restroom supplies (about $100 annually), and under a side agreement with MNRRA, the Minneapolis Parks and Recreation board cleans the restrooms. Dr. John Anfinson, who serves as superintendent for MNRRA, provided feedback to the research team via email communication regarding the NPS partnerships at its current and proposed visitor centers. For the proposed River Learning Center in St. Paul, Anfinson predicted that the NPS will also likely use a GSA lease.35 However, he mentioned his preference for a CMA (used by HFBNM/Billingsley Creek State Park in Hagerman, Idaho) due to the ability to engage in a direct lease with another park entity. Department of Interior and NPS solicitors, however, have determined parks can no longer use this type of agreement for leases. Anfinson cautioned that for any GSA lease, which requires a competitive bidding process, the two entities involved must consider the possibility that their preferred partner may not win the competitive bidding process. This is something that the Crane Lake Visitor Center partners should keep in mind. However, the NPS Washington Office is close to a deal where the GSA will delegate its leasing authority to the NPS. This would allow the NPS to manage the leasing process, and the NPS could be very prescriptive in the bid requirements. Additionally, Anfinson had a number of recommendations for any entity considering entering into a partnership. First, he recommended defining roles and responsibilities very clearly when drafting an agreement. For example, with regards to the St. Anthony Falls Visitor Center and Lock and Dam, he stated that “while the Corps asked if we wanted to take over visitor management for them, on-site staff were very reluctant to let go of their control,” and he noted that the NPS has “had some issues with the Corps not wanting to pay for basic upkeep, like fixing a water fountain or broken toilet. Given the lock is closed to navigation, they are trying to spend as little as possible at the lock.”36 These issues might be minimized with a very clearly worded agreement. Anfinson also recommended designing an agreement with each partners’ strengths in mind. For example, he stated that “the city of St. Paul does not have staff for visitor services— tours, programs and visitor interactions—and that is our forté. The city has the land and staff for

35 See Appendix F for the General Agreement between NPS and the City of St. Paul regarding Crosby Farm Regional Park, signed January 2020 36 Email communication with John Anfinson, August 19, 2020

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15 maintenance of the building and grounds, which we do not have.” Lastly, Anfinson recommended that both parties be certain about their long-term financial commitment. He stated that “for the [proposed] River Learning Center, the GSA would take the rent it pays for our current headquarters building and, if the NPS executes a lease with the city, pay it directly to the city of St. Paul. This payment would help finance the project and pay for long-term operation and maintenance needs.”

Salem Maritime National Historic Site Location: Salem, Massachusetts Partners: NPS and Peabody Essex Museum Visitor Center Size: 13,000 square feet Salem Maritime National Historic Site was established on March 17, 1938, as the first National Historic Site in the United States. By definition historic sites are locations where political, military, cultural, or socially historic pieces have been determined by the secretary of interior to be nationally significant and, therefore, are being preserved Salem’s historic site contains almost nine acres and twelve historic structures on Salem’s waterfront, along with a downtown visitor center—the Salem Armory Visitor Center—and provides preservation and interpretation of over 600 years of New England's maritime history. The Salem Armory Visitor Center is the information hub for Salem Maritime National Historic Site as well as the only visitor information center in the city of Salem. It offers public restrooms, maintained by the NPS, in a central part of the city, and from mid-September through mid-November, it is estimated that thousands of people a day use these facilities. 37 Located within the remains of Salem’s historic armory, the visitor center has been classified as commercial condominium space that is owned by the Peabody Essex Museum (PEM). As the nation's oldest continuously operating museum, the PEM was among the first museums in America to collect works of art and culture from around the world—collections of contemporary and historic American, Asian, Maritime, Oceanic, Native American, and African art and culture that also includes its archival library and historic American and Chinese houses. 38 A decade-long $194 million transformation resulted in the creation of a new and major museum, serving people in Greater Boston, New England, the nation, and world. At its opening in June 2003, its facilities ranked among the nation’s 25 largest art museums. As of 2015, the PEM has distinguished itself as one of the fastest-growing art museums in North America.39 Along with the NPS, other engaged entities in the space include: Eastern National—operates museum stores at more than 170 NPS areas as well as providing custom publishing, interpretive services, and more. Eastern National retail stores and operations at NPS sites, plus its ecommerce site, have rebranded as America’s National Parks™. 40

37 Email from Paul DePrey Superintendent of the Salem Maritime and Saugus Iron Works National Historic Sites, August 18, 2020 38 https://www.pem.org/about-pem/mission-vision 39 Ibid 40 http://easternnational.org/what-we-do/stores/

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16 Essex National Heritage Area—promotes heritage through guided tours and adventures, assists with the management of the Essex Coastal Scenic Byway, preserves historic and cultural sites, promotes learning opportunities for K-12, and provides grants to protect endangered places and to fund 13 welcome centers around Essex County. 41 In general, national heritage areas are places designated by Congress where natural, cultural, and historic resources combine to form a nationally acknowledged landscape. The NPS Regional Visitor Center in Salem is an official visitor center for the Essex National Heritage Area. It provides information on Salem, Beverly, Marblehead, and Danvers, as well as general information about the Essex National Heritage Area.42 The NPS has one condominium unit, and the PEM has three. Both the PEM and the NPS are listed as trustees on the agreement43. By definition, a trustee is an entity or person to whom property is legally committed to be administered for the benefit of a beneficiary Operations details include the following: Housed within the visitor center are six employees—three for the NPS, one for the Essex National Heritage Area and two for Eastern National. The PEM is not operationally connected to the NPS unit. Eastern National is not charged for operational costs. Essex Heritage pays approximately $2,800 annually for parking used in Salem by NPS.44 According to Paul DePrey, Superintendent of the Salem Maritime and Saugus Iron Works National Historic Sites, the NPS is obligated by federal law to support interpretation of the Essex NHA at the visitor center. DePrey offers these insights for the Crane Lake project. “The NPS property management and financial management policies have changed since the 1990s, and the condominium unit ownership approach that probably looked good then is a mess now. We are always skirting by in getting maintenance done and neither the NPS nor PEM is entirely pleased with where we stand relative to property ownership. Trust me, stay far away from this option unless you love paying lawyers lots of money. “Absolutely get something in legislation that confirms authority to enter into the partnership since there will be property and finances involved,” DePrey also advised. And with an eye toward more government shutdowns from congressional impasses affecting the visitor center’s ability to stay open, he suggests the Crane Lake group should “find an old historic building. Get it into the boundary of the NPS unit somehow. Lease out the entire building with the exception of a small office and desk spot for a ranger. Let the partner operate the space with the NPS as the smallest footprint. Or better yet, just lease five feet of desk space in an existing spot. When government shutdowns occur, they don’t shut down the visitor center.”

41 https://essexheritage.org/about 42 https://essexheritage.org/attractions/national-park-service-regional-visitor-center 43 Email from DePrey, August 18, 2020 44 Ibid

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17 Tettegouche State Park Location: Silver Bay, Minnesota Partners: MnDNR and MnDOT Visitor Center Size: 11,000 square feet Tettegouche State Park, located near Silver Bay, Minnesota, on Lake Superior’s North Shore, is managed by the MnDNR. The park is 9,346 acres and contains six inland lakes, four waterfalls, and a beach on Lake Superior. The 70-foot-tall waterfall, High Falls, located on the Baptism River, is the highest waterfall located entirely within Minnesota.45 One unique characteristic of this state park is that the parking lot at the park’s entrance also serves as a highway rest area, which is operated by MnDOT. In 2012, the MnDNR determined that Tettegouche State Park had outgrown its original visitor center, which had been built in 1986. When the original visitor center was built, the park had roughly 28,000 visitors per year. By 2011, that number had grown to 335,000 visitors per year. In addition, the park had a need for additional space to provide public programming and interpretive displays.46 Tettegouche State Park’s new visitor center, completed in June 2014 for $7 million,47 is 11,000 square feet and includes several gathering spaces as well as a great room that features a fireplace and overlooks Lake Superior. Also included in the new facility are a 750-square-foot exhibit space, a multi-purpose room for interpretive programs and meetings, a gift shop, an amphitheater for interpretive programs, a lakeside patio, a picnic shelter, 24-hour restroom facilities, and a 24.3 kW photovoltaic solar array. Jason Peterson, park manager at Tettegouche State Park, provided the research team with 2013-2019 data on the park’s solar array to give Crane Lake and the NPS additional information on the amount of energy produced at the park. According to Peterson, the DNR’s Tettegouche State Park solar array is a 25kW system that was installed in October of 2013. It was expected to produce about 32,000 kWh annually, or roughly 36% of the building’s energy needs,48and it actually has been producing roughly that amount annually.49 In January 2014, in preparation for the opening of the visitor center, MnDOT and MnDNR entered into an interagency partnership agreement for the maintenance and operations of the new visitor center and rest area. An interagency partnership agreement is a collaboration between multiple agencies to coordinate services and support, and identify and address gaps in services. The agreement includes detailed definitions of all operational services, operational expenses, and maintenance and repair services and specifies which of the two entities is responsible for each expense. Additionally, the agreement includes cost sharing percentages for the visitor center itself, based on the square footage occupied by each agency. The use of such a document could be very useful for the NPS and the Crane Lake group as they consider how to distribute cost sharing duties in their proposed partnership.50

45 https://en.wikipedia.org/wiki/Tettegouche_State_Park 46 Tettegouche Visitor Center Construction Fact Sheet, provided by Jason Peterson, Tettegouche Park Manager, August 19, 2020, via email. 47 https://s3.amazonaws.com/img.stateparkhq.com/files/visitor_center_facts.pdf 48 Tettegouche Visitor Center Construction Fact Sheet, provided by Jason Peterson, Tettegouche Park Manager, August 19, 2020, via email. 49 Email communication with Jason Peterson, August 19, 2020 50 See Appendix G for the Interagency Partnership between MnDOT and MnDNR.

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18 III. Operating Costs In determining operating costs, the research team gathered data for ten visitor centers in Minnesota and Wisconsin that are similar in some way to the one being proposed in Crane Lake. For this portion of the study, the research team focused primarily on visitor centers located in Minnesota or the upper Midwest due to the likelihood that certain types of operating expenses, such as utilities, would be impacted greatly by seasonality and weather conditions. In addition, the research team conducted a literature review of several relevant studies that included details about operating costs or revenue sources for parks or visitor centers in the U.S. This chapter begins with a summary of the literature review, followed by a summary of operating costs for the ten locations that provided data. Through a review of literature on operating costs for small and midsized visitor centers and similar facilities, the research team identified one report that might be particularly useful for the Crane Lake partners. This study, conducted by the Ashland Area Development Corporation (AADC)51 and released in December 2019, assessed the feasibility of a Lake Superior science center in Ashland, Wisconsin. The first part of the report determined the building’s approximate size, function, and cost estimate. The second portion focused on examining for-profit and not-for-profit development models, financing options, rental impacts, and economic benefits. While the proposed science center (25,727 square feet) is much larger than the visitor center being considered in Crane Lake, the report is incredibly detailed and provides information on the partnerships being considered for the site, construction and operating cost estimates, and predicted revenue for the center. The study predicts annual operating costs of $47,082 annually, or $1.83 per square foot, most of which would go to gas and electric costs. Given the geographic proximity to Crane Lake and the timeliness of the study, the results of the AADC report could be very useful to the Crane Lake partners. Another potentially useful report is the Minneapolis Park and Recreation Board analysis52 of 2013-14 park operations and maintenance. The report analyzes each different park in the city’s south service area and provides an overview of costs related to personnel, materials, contractual services, and capital outlay. One particularly helpful table in the report summarizes operating costs for the typical neighborhood park and breaks down those costs by tasks and frequency. According to the study findings, a typical neighborhood park costs $62,704 annually, or $9,647 per acre. While the study may not be quite as relevant to the situation in Crane Lake, given the fact that the estimated costs are primarily for outdoor parks and not solely for a visitor center, the fact that costs are broken down with such detail could be useful to the Crane Lake partners as they consider the potential costs for the visitor center as well as the surrounding grounds. Ben Leonard, Director of Greater Minnesota Sites at the Minnesota Historical Society, recommended in a phone interview with BBER Director Haynes, the book Building Museums: A Handbook for Small and Midsize Organizations53 as another potential resource for the Crane Lake partners. Written by staff members at the Minnesota Historical Society, this handbook outlines the processes and explains the complexities of renovating and building facilities. According to Leonard, the book includes detailed cost estimates associated with construction and operations of small and midsize facilities similar to the one being proposed in Crane Lake. Finally, a slightly older study by former Director of the BBER, James Skurla (2012) analyzed the construction of an outpost-learning center in Minnesota’s Tettegouche State Park for the Minnesota Department of

51https://static1.squarespace.com/static/56eac8c9044262c09442c67d/t/5e57fa34f48b6b54aff86f21/1582824010 790/Lake+Superior+Science+Center+Feasibility+Study+Phase+II+December+2019.pdf 52 https://www.minneapolisparks.org/wp-content/uploads/2019/01/NSAMP-5-OperationsMaint.pdf 53 https://www.amazon.com/Building-Museums-Handbook-Midsize-Organizations/dp/0873518470

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19 Natural Resources, Division of Parks & Trails.54 The research team assessed different site evaluations ranging from making no changes to the current site, to a complete rebuild of the site. The report also had proposed the facility’s feasibility and different scenarios for its use depending on the different scenarios for site improvements, along with assessing the demand for an outpost learning center in this area. This report could prove useful in determining the demand for a welcome center in Crane Lake and what services the visitor center should provide as well as potential employee wages and equipment costs. The Tettegouche outpost learning center is also geographically very similar to the proposed Crane Lake welcome center, which makes the results for this report very applicable to Crane Lake. In addition to compiling the relevant literature described above, the research team contacted 29 state parks and historic sites throughout the U.S. to inquire about the operating costs associated with their visitor centers. In the end, the team received operating cost information from 11 locations (10 within Minnesota and one in Wisconsin). These include: • Afton State Park • David R. Obey Northern Great Lakes Visitor Center (Wisconsin) • Grand Portage State Park • Jeffers Petroglyphs Historic Site • Snake River Trading Post • Tettegouche State Park • Voyageurs National Park Ash River Visitor Center • Voyageurs National Park Kabetogama Lake Visitor Center • Voyageurs National Park Rainy Lake Visitor Center • Whitewater State Park • Wild River State Park Table 1 summarizes the responses received from the parks. The table includes information on the parks’ operating costs as well as the park location, size of the visitor center, the year the facility was built, the number of visitors each park receives annually, and details on the seasonality of the visitor center (whether it is open to the public year-round or only in summer months). The name of each park is not shown in the table to give a level of confidentiality to those that provided information. Similarly, a range of values is shown for each cost estimate, rather than a precise amount, to avoid identifying any specific location. As shown in the table, the parks and historic sites that responded with information on their operating costs represent a wide range of sizes, both in terms of visitors and facility size. The smallest facility is between 1,000 and 1,999 square feet and has had between 5,000 and 9,999 visitors to its location annually. On the other end of the spectrum, three respondents reported facilities greater than 10,000 square feet and visitor counts of more than 300,000 annually. Of the parks that responded, total operating costs ranged from $7,500-$9,999 to more than $100,000

54 https://lsbe-apps.d.umn.edu/uploads/1_TettegoucheFINAL.pdf

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20 annually.55 In general, utility costs tended to represent the largest portion of total operating costs. However, in a handful of cases, maintenance costs included costs associated with full- or part-time maintenance staff. In those cases, maintenance costs tended to dominate the overall operating costs for the facility.

55 To maintain consistency, only non-salary operating costs were included in the table, with the exception of salaries for maintenance staff.

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23 Table 1. Operating Cost Summary Site Region Facility Size Year Annual Season Utilities Maintenance Other Total Cost/ Notes (MN)* (SF) Built Visitors Open SF 1 NE 1,000- 1930s 5,000- Summer $1,000-$1,999 $7,500-$9,999 $1,000-$1,999 $10,000-$14,999 $6.48 Electricity costs 1,999 9,999 not available due to shared metering; Maintenance costs for 0.5 employee 2 Central 2,000- 1970s 100,000- Year round $2,000-$4,999 $2,000-$4,999 < $1,000 $7,500-$9,999 $3.98 2,999 199,999 3 NE 2,000- 1980s 10,000- Summer $5,000-$7,499 $7,500-$9,999 $1,000-$1,999 $15,000-$19,999 $6.54 Well water; 2,999 19,999 Maintenance costs for 0.5 employee 4 Central 2,000- 1970s 200,000- Year round $7,500-$9,999 < $1,000 < $1,000 $7,500-$9,999 $2.74 Well water; many 2,999 299,999 operating costs are shared with ranger station/office 5 SW 3,000- 1990s 5,000- Summer $5,000-$7,499 $2,000-$4,999 < $1,000 $7,500-$9,999 $2.10 4,999 9,999 6 NE 5,000- 2000s 40,000- Year round $7,500-$9,999 < $1,000 $10,000-$14,999 $20,000-$24,999 $3.88 7,499 49,999 7 NE 5,000- 1980s 10,000- Year round $20,000-$24,999 $30,000-$39,999 $5,000-$7,499 $60,000-$99,999 $9.30 Maintenance 7,499 19,999 costs for 1 temp seasonal employee and 0.25 FTE employee 8 Central 10,000+ 1960s 10,000- Summer; $30,000-$39,999 $7,500-$9,999 $1,000-$1,999 $40,000-$49,999 $3.83 Well water 19,999 or by appt 9 NE 10,000+ 2010s 300,000+ Year round $10,000-$14,999 $2,000-$4,999 $2,000-$4,999 $15,000-$19,999 $1.70 Solar panels provide ~30% of electricity needs

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22 10 SE 10,000+ 1980s 300,000+ Year round $10,000-$14,999 $2,000-$4,999 $50,000-$59,999 $60,000-$99,999 $5.63 Well water; More than 50% of expenditures are items for resale 11 NE 10,000+ 1990s 100,000- Year round $40,000-$49,999 $30,000-$39,999 $60,000+ $100,000+ $3.71 199,999 *To maintain confidentiality, the single Wisconsin location was assigned a location within “NE” Minnesota.

SOURCE: BBER

The research team calculated costs per square foot for each of the ten facilities. Costs per square foot ranged from $1.70 to $9.30, highlighting a very wide range of costs compared to the size of facility. There are three facilities in the table that appear to be most similar to the proposed Crane Lake facility, based on square footage. Sites 5, 6, and 7 all have square footage between 3,000 and 7,499 square feet. The average operating costs per square foot for these three facilities range from $2.10 to $9.30. Site 5 ($2.10 per square foot), located in southwest Minnesota, was built in the 1990s and is open only in summer. Site 6 ($3.88 per square foot), located in northeast Minnesota, was built most recently, in the 2000s, and is open year-round. Site 7 ($9.10 per square foot), also in Northeast Minnesota, was built in the 1980s and is open year round. Note again, that site 7 includes maintenance costs for one temporary seasonal employee and 0.25 FTE employee, which contributes to the higher costs per square foot compared to the other two sites. One way that the Crane Lake team might use the information in Table 1 could be to identify sites that that have characteristics similar to those proposed in Crane Lake and use the reported operating costs to adjust their estimated operating costs, essentially honing in on the best estimate for the facility using the information available from the other sites.

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IV. Conclusions The purpose of this study was to: 1. Estimate typical operating costs for a visitor center of roughly 5,000 square feet 2. Identify similar multi-agency partnerships, both local and nationwide, and determine best practices used in drafting multi-agency agreements In estimating typical operating costs for a 5,000-square-foot visitor center, the research team used feedback received from 11 visitor centers in Minnesota and Wisconsin that are similar to the one being proposed in Crane Lake. These include Afton State Park, the David R. Obey Northern Great Lakes Visitor Center (NGLVC), Grand Portage State Park, Jeffers Petroglyphs Historic Site, Snake River Trading Post, Tettegouche State Park, Voyageurs National Park (Ash River Visitor Center, Kabetogama Lake Visitor Center, and Rainy Lake Visitor Center), Whitewater State Park, and Wild River State Park. Total operating costs for the 11 sites ranged from $7,500-$9,999 to more than $100,000 annually.56 In general, utility costs tended to represent the largest portion of total operating costs. Costs per square foot ranged from $1.70 to $9.30. Of the 11 locations, three facilities have square footage between 3,000 and 7,499 square feet and would, therefore, be most similar in size to the visitor center being proposed for Crane Lake. The average operating costs per square foot for these three facilities range from $2.10 to $9.30. For some facilities, including the one with cost per square foot of $9.30, maintenance costs included those associated with full- or part-time maintenance staff. In those cases, maintenance costs tended to be significantly higher. Other factors that seemed to influence operating costs included water service (facilities with well water had lower utility costs) and electricity (solar panels reduced electric costs for at least one facility). In addition, a review of literature on operating costs for small and midsized visitor centers found four reports that provide information on operating costs for similar facilities, including one very detailed report on the proposed Lake Superior Science Center in Ashland, Wisconsin. The study predicts annual operating costs of $47,082 annually, or $1.83 per square foot, most of which would go to gas and electric costs. In determining best practices used in drafting multi-agency agreements, the research team used feedback received from eight locations around the country. Each of these locations is similar in some way to the Crane Lake project. All have a visitor center or similar facility (e.g. headquarters, welcome center) that is operated by multiple agencies. The eight park/visitor center locations are Billingsley Creek State Park, the Chesapeake and Ohio Canal National Historical Park, the NGLVC, Grand Portage State Park, the Mississippi National River and Recreation Area (MNRRA), the Salem Maritime National Historic Site, Tettegouche State Park, and Voyageurs National Park. The type of agreement used at each location varies, depending on the partners involved and when the agreement was developed. Six of the eight locations involve at least one federal agency as a partner. Of those six, two locations reported using a Cooperative Management Agreement (CMA). However, the federal government may be ending the use of CMAs in the future, so it may not be an option when the Crane Lake partnership occurs.

56 To maintain consistency, only non-salary operating costs were included in the table, with the exception of salaries for maintenance staff.

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Another likely option for Crane Lake is a U.S. General Services Administration (GSA) lease, in which a federal agency occupies its own space in a building that is owned by a partner agency and pays rent to that owner agency according to the terms of the lease. MNRRA, a national park protecting 54,000 acres along the Mississippi River, is home to two visitor centers, both of which involve partnerships with outside entities and use GSA leases. In the case of the NGLVC, which houses a number of federal agencies as well as two state agencies and a nonprofit organization, the partners have agreements with each other, but there is no one document that ties the partners to one another. Plans are underway to develop an MOU that would include roles and responsibilities, principles of conduct, standards for training, annual reviews, and conflict resolution. Representatives from each of the locations included in the study were asked to provide any suggestions or advice that they would give to an agency entering into a new public-private partnership. Among the many recommendations were the following: • Define roles and responsibilities very clearly when drafting an agreement. (John Anfinson, superintendent for MNRRA) • Design an agreement with each partners’ strengths in mind. (Anfinson) • Be certain about each partner’s long-term financial commitment. (Anfinson) • Develop agreements/MOUs on how each entity will not only support the mission but also how they will share the same space. (Hilary Markin, USFS NGLVC Director) • Establish who will take care of the grounds surrounding the facility. (Markin) • Have a detailed plan for how the facility will be operated and maintained (e.g. buying cleaning supplies, staffing, after hours events, events hosted by one partner vs. the partnership as a whole, and non-mission related requests). (Markin) • Think about the day-to-day operations, who is overseeing them, and how issues will be worked out— such as conflict management—from the lowest level on up. Think about what would happen if a partner could no longer participate. (Markin) • If relying on volunteers, consider which volunteer agreement they will be under. If you have a Friends, 501c3 group, what will its purpose be and how will it be supported? (Markin) • Determine the identity of the space. A Continuity of Operations Plan (COOP) for the partnership/facility can help avoid problematic situations. (Markin) • Absolutely get something in legislation that confirms authority to enter into the partnership. (Paul DePrey, Superintendent of the Salem Maritime Historic Site) • Find an old historic building. Get it into the boundary of the NPS unit somehow. Lease out the entire building with the exception of a small office and desk spot for a ranger. Let the partner operate the space with the NPS as the smallest footprint. Or better yet, just least five feet of desk space in an existing spot. When government shutdowns occur, they don’t shut down the visitor center. (DePrey) • Consider the use of an NPS Facility Modeling Tool to design a building based on the needs of both agencies. (Wade Vagias, Hagerman Fossil Beds National Monument)

Bureau of Business and Economic Research Labovitz School of Business and Economics University of Minnesota Duluth

Appendix A. Definitions Used in this Report Agreement: An agreement between private parties creating mutual obligations enforceable by law. Bureau of Business and Economic Research (BBER): The research bureau affiliated with the University of Minnesota Duluth’s Labovitz School of Business and Economics. Cooperative agreement: A financial assistance instrument used to transfer something of value, typically money or property, from a federal agency to states, local governments, and private recipients in order to accomplish a public purpose. The federal agency continues to have substantial involvement in the program. Cooperative management agreement (CMA): An agreement that the federal government enters into with the state or local government that allows the cooperative management of a federal, state, or local park area, where a system unit is located adjacent to or near a state or local park. Feasibility study: An analysis that assess a project’s relative factors in order to determine the likelihood of completing the project successfully. General Services Administration (GSA): An independent agency of the United States government established in 1949 to help manage and support the basic functioning of federal agencies. The GSA is responsible for acquiring, storing, distributing, and disposing of personal property and supplies, and for acquiring, managing, and disposing of real property. Maintenance: For the purpose of this report, maintenance costs include items such as janitorial supplies, boiler maintenance, repair services, and wages and benefits spent on staff whose primary responsibility is the building’s or grounds’ maintenance. Minnesota Department of Natural Resources (MnDNR): The agency charged with conserving and managing the state's natural resources. The agency maintains state parks, state forests, recreational trails, and recreation areas and manages minerals, wildlife, and forestry throughout Minnesota. Minnesota Department of Transportation (MnDOT): The agency charged with overseeing all modes of transportation in Minnesota. Memorandum of Understanding (MOU): An agreement between two or more parties outlined in a formal document. It is not legally binding but signals the willingness of the parties to move forward with a contract. Multi-agency partnerships: An agreement between two or more entities (either public/public or public/private) that defines each agency’s responsibilities in providing a public asset or service. National Heritage Area: Places designated by Congress where natural, cultural, and historic resources combine to form a nationally acknowledged landscape. National Park: An area of special scenic, historical, or scientific importance set aside and maintained by the national government and in the U.S. by an act of Congress. National Park Service (NPS): An agency of the federal government of the United States that manages all national parks, national monuments, and other conservation and historical properties. Operating costs: Costs of operating a facility. For the purpose of this report, operating costs include all costs associated with operating the building (e.g. utilities, maintenance, supplies) but do not include wages and benefits for staff housed in the location, with the exception of staff whose primary responsibility is the building or grounds maintenance. Proprietor: The legal title owner of an organization, business, or property

Bureau of Business and Economic Research Labovitz School of Business and Economics University of Minnesota Duluth

Public-private partnerships: A long-term contract between a private party and a government entity, for providing a public asset or service, where the private partner takes on significant management responsibility. Seasonal: Business operations that vary in occurrence according to the season. For the purpose of this report, most visitor centers that operate seasonally are open from May to September. Superintendent: An individual that oversees the entire process of running and coordinating parks and is typically in charge of hiring, training, and managing staff and park rangers. Tenant: In the case of a multi-agency partnership, the tenant is the agency that occupies the property owned by the proprietor, based upon an agreement between the two parties. Utilities: For the purpose of this report, utilities include payments for electricity, water, telephone, heat, sewer, and refuse service.

Bureau of Business and Economic Research Labovitz School of Business and Economics University of Minnesota Duluth

27 Appendix B White Paper: Evaluating the Feasibility of Operating a Shared Idaho Parks & Recreation and National Park Service/Hagerman Fossil Beds Visitor Center at the Billingsley Creek Unit of Thousand Springs State Park As of December 12, 2017

Hagerman Fossil Beds National Monument (HAFO) Background: ● Enabling legislation mandates that HAFO serve as a center for paleontological research; ● HAFO ability to properly curate and store fossil resources is currently compromised and is being addressed through an emergency Repair/Rehab project. ○ The new HAFO Research Building, which is slated to be completed in December 2018, will have opportunities for visitors to experience, via a fishbowl window, the fossil preparation process. The park is currently completing Title 1 Services for this project. ○ However, the emergency funding for the HAFO research building is insufficient to address known issues with the HAFO Visitor Center; ● The existing HAFO Visitor Center is located in a GSA-leased building in Hagerman, ID, approximately 5 miles from the existing HAFO Research Lab/Maintenance Compound. The major current deficiencies with the existing HAFO Visitor Center include the following which are well-described in a 2014 Facilities Condition Assessment Report: ○ Lack of suitable and accessible parking; ○ Limited exhibit floor space, including an inability to display more impressive species such as a complete mastodon skeleton; ○ Minimal staging area(s) for groups over 25; ○ Multi-purpose Room/Auditorium is too small (max of 45 persons) for most school groups and tour buses which frequent the site; ○ Building is a converted video rental store; ○ Circulation in staff areas is through private offices or requires going outside the building; ○ Current visitor center is located along State Street (Route 30) and there are vibrations from large trucks/agricultural equipment.

HAFO Visitor Center Alternatives Considered: Alt Summary Benefits Anticipated Costs Reality Check A Status Quo WASO continues to pays lease See list of current Always easiest to maintain the deficiencies, above status quo B Invest in current HAFO Visitor No need to relocate Est. $50,000-$100,000 for Will open another room to add a Center on State Street (Route Known entity in downtown re-enforcing the floors, visitor space but access remains 30) in Hagerman making library room visitor convoluted, no change to other friendly. concerns described above C Construct HAFO Visitor Center Would provide visitors a closer $4 million. Estimate from Likelihood of acquiring funding at Research Lab area connection to the resource and lab Trung Nguyen is $800-$1,000 Lack of partner to share costs and could design to NPS visitor square foot (net) Staff availability to staff VC desk center specifications unchanged D Enter into a long-term Would result in a consolidated Outlined below agreement with Idaho State “public lands” visitor center for the Parks to operate a shared Hagerman Valley visitor center at Billingsley Would reduce staffing pressures on Creek both NPS and IDPR Would further the relationship between the NPS and IDPR

1 Proposed High-level HAFO Visitor Center Solution: Pursue Alternative D, above. Enter into a long-term (10+ year) agreement (lease contract?) with Idaho State Parks to operate a co-staff & operate a shared Visitor Center at the soon-to-be-developed Billingsley Creek Unit of Thousand Springs State Park, Hagerman, Idaho.

Current Level of Coordination between NPS and Idaho Parks and Recreation: ● City of Rocks: Via Cooperative Agreement H960602001, the National Park Service provides Idaho Parks and Recreation the following for City of Rocks (CIRO) to support the state’s management of this NPS unit: ○ Annual appropriations; ○ Technical assistance, expertise, and training in program areas such as interpretation and visitor services, resource and visitor protection, resources management, information management, facilities maintenance and development, and planning; ● HAFO VC is currently serving as a “visitor hub” in Hagerman, Idaho for public lands ○ Absent a prominent visitor center for Idaho State Parks in the Hagerman Valley, the HAFO Visitor Center has been serving as a primary contact for state park visitors to the area. ○ Brochures, maps, and general information on Thousand Springs State Park units are regularly discussed with visitors on a daily basis. ● Education Programs: ○ Ritter Island (unit of Thousand Spring State Park), the Hagerman National Fish Hatchery, and Hagerman Fossil Beds occur each spring. ○ Hundreds of second grade students from the local schools participate. Due to transportation issues and the lack of space in the Hagerman Fossil Beds visitor center the fossil part of the presentation is offered at Ritter Island. ○ The state park manager has graciously provided a simulated dig area at Ritter Island as part of this effort. ● Community Support: Participation with the Hagerman Hike/Walk Committee to establish pathways through the Hagerman Valley has brought staffs from both parks together monthly. ● Thousand Springs State Park staff supports and participates in Hagerman Fossil Beds events and celebrations including the recent the NPS Centennial and State Parks art festivals.

Under Alternative D, above, The National Park Service would provide to Idaho State Parks: ● Operational Support and Core Programming, including: ○ Staffing the front desk with days/hours TBD in the Cooperative Agreement/Annual Operating Plan; ○ Opportunities for ID State Park employees to attend NPS training; ○ Providing evening and other special programs for visitors staying at Billingsley Creek; ○ Expanded used of volunteer.gov and other volunteer-in-parks resources at the site; ○ Bookstore Sales & Support, including potentially via Discover Your Northwest® if desirable by Idaho State Parks; ● Exhibits, Multimedia & Outreach, including: ○ Enhanced online presence; ○ Paleontological items & artifacts in professional-quality display cases; ○ Accessible, professionally prepared HAFO orientation video about paleontology generally and the international importance of Hagerman Fossil Beds; ○ Access to the Harpers Ferry Design Center; ● Strengthen External Relationships and Connections, including with: ○ Nearby NPS units including Craters of the Moon, City of Rocks, Minidoka, Nez Perce, and Yellowstone;

2 ○ Youth programs such as Junior Ranger, Scout Ranger, and off-site presentations (Sun Valley Spring Exploration Series, various Head Start events, various Summer Reading programs at area libraries etc); ○ Enhanced alignment with national programs such as National Public Lands Day, March for Parks, and Every Kid Outdoors; ○ Enhanced alignment with National Association for Interpretation, National Science Teachers Association, and other professional organizations; ○ Idaho Conservation Corps, Youth Conservation Corps, and other conservation-oriented youth initiatives; ○ Idaho School for the Deaf and Blind, College of Southern Idaho, and the Magic Valley Astronomy Club. ● Additional, including: ○ Providing some physical office resources such as desks, chairs, storage cabinets, refrigerators, tables, shelving, podiums, etc.

Under Alternative D, the NPS would request Idaho State Parks provide NPS the following: ● Designated private office space for NPS staff (estimate 2 offices, specific number TBD during Title I); ● Access to “hotel”-type work space for seasonal staff & volunteers to prepare programs, conduct research, etc; ● Access to a multi-purpose room with capacity of no less than 60 for film viewing, special events, staff meetings, etc.; ● Storage area for brochures, folding tables, props, and associated interpretive materials (could be used by all agencies); ● Information Technology connection capability and a small small closet or similar for a NPS-specific server/Juniper connection; ● One full hook-up space in the Campground for use by a volunteer.

Authority: Authority to enter into Cooperative Agreements is contained within Title 54 United States Code. Cooperative Agreements are commonly used tools between Federal and state agencies to help achieve more efficient operations and best management practices with CIRO and Redwoods National and State Parks being two prime examples in the Pacific West Region of the NPS.

Areas of Concern and Potential Mitigation Strategies: Topic In-depth Potential Mitigation Strategies NPS Information Federal Government IT requirements and State employees utilize NPS IT systems as @partner.nps.gov Technology (IT) need for secure data lines may be through the cooperative agreement, with one stand alone security concerns different than those required by the state State computer workstation; arrangement exactly like CIRO Idaho State Parks Idaho State Parks have an entry fee. IDPR could agree to make access to the visitor center free, and Entrance Fees Collection of the fee from visitors could charge day-use fees at stand alone state park sites such as remain passive (iron ranger) as it is campgrounds and parking areas to trails, etc.; currently, but visitor confusion with Or IDPR could honor federal passes at this one unit of national passes (America the Beautiful) is Thousand Springs SP (Idaho State parks currently honors Every sure to occur. Kid in a Park pass) Donation Relates to the possibility of having a Donations could go to Natural History Association and state Management donation box in the shared Visitor Center. and NPS could benefit from periodic grants (donation box)

3 Campground Campground operations, which involve IDPR would manage all other facilities and charge fees, but all Management collection of fees, likely need to remain visitors could enter to visitor center without fee. the responsibility of the state. Pass confusion may again be a concern. Signage Both logos on the visitor center and on highway directional signs, but IDPR signage throughout the rest of the unit Temporary Confusion as to uniforms, duties, and Well-defined position descriptions with major duties and Employee hiring and responsibilities of temporary staff and responsibilities outlined as well as designated supervisor. supervision volunteers in a unique partnership Sharing of resources is a benefit, orienting those resources will be an important responsibility. Addressed in the annual operating plan.

Timeline: By What Status September 2017 Initiate development of this white paper collaboratively with Idaho State Done Parks (Dave L. and Wallace K.) November 2017 Approval from PWRO & SOL Office? Unnecessary NPS: permission from PWRO RD Laura Joss to proceed with entering into a Achieved Letter of Commitment (to fully explore all options) or similar Meet with GSA about lease options with ID Parks and Rec Ongoing Meet with ID Parks and Rec to discuss proposal December 14 Spring 2018 NPS participate in conceptual design development process with Idaho P&R July 2018 Determine if it is the long-term best interest of HAFO/NPS and Idaho State Parks/Thousand Springs to enter into a binding agreement with Idaho P&R to operate a shared VC at Billingsley Creek

4 Appendix C

Cooperative Management Agreement between the State of Idaho, Idaho Department of Parks and Recreation, Billingsley Creek State Park and the United States Department of the Interior, National Park Service, Hagerman Fossil Beds National Monument for the Cooperative Management of the Billingsley Creek State Park Visitor Center, a Unit of Thousand Springs State Park

This Cooperative Management Agreement ("Agreement") is entered into, by and between the National Park Service ("NPS"), a bureau of the United States Department of the Interior, acting through the Superintendent of Hagerman Fossil Beds National Monument ("HAFO" or ''National Park"), and Idaho Department of Parks and Recreation ("IDPR"), acting through the Director of the Department.

The purpose of this Agreement is to set forth the terms and conditions under which the IDPR and NPS will co-operate Billingsley Creek State Park Visitor Center ("Billingsley Creek Visitor Center") on a long-term basis. Throughout this Agreement, the NPS and IDPR may be each refen-ed to as "Party," or jointly as "the Parties."

Article I - Background and Objectives

The IDPR administers 30 state parks throughout every region of Idaho. In 2001 IDPR acquired title to approximately 400 acres .5 miles north of the town of Hagerman, Idaho, and intends to develop this property as Billingsley Creek State Park, a unit of Thousand Springs State Park. This new Park will include the Billingsley Creek Visitor Center, amphitheater, campground, arboretum, and similar visitor services. The Billingsley Creek Visitor Center will be located approximately four miles from the exterior boundaries of HAFO and .5 miles from the CUJTent HAFO visitor center.

The NPS is charged with the responsibility for administering the National Park System of the United States, which contains areas reflecting the nation's cultural and historical heritage. The NPS preserves and manages these areas for the benefitand inspiration of all the people of the United States and internationalvisitors. Hage1man Fossil Beds National Monument is owned by the United States, is administered by the NPS, and contains globally significant paleootological resources, representing a diversity of fossils from the Pliocene. Tens of thousands of fossils have been discovered in the National Park, including species that were first discovered here and have not been found anywhere else in the world. Annually, the National Park attracts some 25,000 visitors. Currently, HAFO staffoperate a makeshiftvisitor center out of a converted video rental store and recent survey results illuminated HAFO has one of the worst visitor satisfaction surveys in the near 30-year history ofNPS in-depth surveys. With only a five-year GSA lease for the existing building it is not financially or otherwise prudent to install permanently affixedexhibits nor devote significant funding for major building renovations.

NPS and TDPR agree, per signature of this Agreement, to jointly staff and operate the Billingsley Creek Visitor Center. By sharing the single Visitor Center, IDPR and NPS will achieve significant operational efficiencies as well as provide a centralized point of orientation and interpretation for visitors to south-central Idaho and the Hage1man Valley. In addition to collaborating to provide the visiting public with orientation-type infom1ation to the resources and activities within the area, the Parties will collaborate to provide extensive educational programming to both general visitors and school-aged children in the Hagerman and Twin Falls, Idaho, areas.

The State Park will remain under IDPR's administrative jurisdiction and the National Park will remain under the NPS 's administrative jurisdiction. This Agreement establishes a frameworkunder which the Parties will co-operate the Billingsley Creek Visitor Center on a long-tem1 basis with a focuson education, recreation and heritage tourism.

Article II - Authority

A. The IDPR enters into the Agreement under the authority of: 1. Idaho Code§ 67-4219, which authorizes the IDPR to enter into agreements with the federal governmentthat "furtherexpand the public park and recreation opportunities available to the public;" and

2. Idaho Code§ 67-4223(6), which authorizes the IDPR to enter into agreements or contracts with the United States and its agencies for the accomplishment of the lDPR's purposes of operating, maintaining, developing and wisely using areas of scenic beauty, recreational utility, historic, archaeological or scientific interest, to the end that the health, happiness, recreational opportunities and wholesome enjoyment of life of the people may be further encouraged.

B. The NPS enters into this Agreement pursuant to: 1. 54 U.S.C. § 100101 et seq., which directs the Secretary of the interior to promote and regulate the use of the National Park System by such means and measures as conform to the fundamentalpurpose of the System units, which purpose is to conserve the scenery and natural and historic objects and wildlife thereinand to provide forthe enjoyment of these resources in a manner and by such means as will leave them unimpaired for the enjoymentof future generations; and,

2. 54 U.S.C. § I 01703, which authorizes the Secretary, under such te1ms and conditions as the Secretary considers advisable, to enter into an agreement with a State or local government agency to provide forthe cooperative management of the Federal and State or local park areas where a System unit is located adjacentto or near a State or local park area, and cooperative management between the Service and a State or local government agency of a portion of either the System unit or State or local park will allow formore effective and efficient management of the System unit and State or local park. The Secretary may not transferadministration responsibilities forany System unit under this paragraph.

Article III - Statement of Work

A. General Collaboration and Cooperation l. The IDPR Director (''Director") and NPS HAFO Superintendent ("Superintendent") and their respective staffwill work together in good faith to cooperatively manage the

2 Billingsley Creek Visitor Center pursuant to the terms of this Agreement. The Director and Superintendent shall meet at least one time annually to discuss the operation and management of the Billingsley Creek Visitor Center.

2. The State Park Manager and HAFO Chief of Interpretation and Education will meet frequentlyand not less than once monthly to cooperatively manage the Billingsley Creek Visitor Center pursuant to the terms of this Agreement.

3. The HAFO Chief of Interpretation or their equivalent shall maintain an office within the Billingsley Creek Visitor Center which shall be their primary duty station in order to fully suppo1t the Billingsley Creek Visitor Center and partnership established under this Agreement.

4. The Billingsley Creek State Park Manager and HAFO Chief oflnterpretation and Education shall work together in good faith to create an annual Operations and Management Plan ("O&M Plan") that shall be signed and approved by the Director and Superintendent. Resolution of issues shall be addressed consistent with Article Ill, Section G of this Cooperative Management Agreement.

5. The Parties acknowledge that relationships with non-profit organizations or civic groups that advocate for and otherwise support the objectives of this Agreement may enhance the Parties' mutual goal of providing safe, enjoyable recreational, educational and tourism activities and programs in the State Park. However, the Parties recognize that relationships with such organizations or civic groups may require separate authority and approval that is not contained in this Agreement.

6. The Parties will, to the extent pe1mitted by law, explore potential supplemental funding sources to enhance educational outreach activities.

B. Design and Constrnction of the Visitor Center I. The Parties will work together to develop conceptual and detailed building plans and specifications for the Billingsley Creek Visitor Center with the end goal of meeting both Paities' needs for the physical space and its configuration.

2. The IDPR will be solely responsible forpaying design and construction costs associated with the design and construction of agreed-upon Billingsley Creek Visitor Center.

3. The IDPR and appropriate state agencies will be solely responsible forprocuring and overseeing construction of the Billingsley Creek Visitor Center. Procurement of construction will be accomplished in accordance with Idaho law.

4. The Billingsley Creek Visitor Center, and all improvements thereto, will be owned by the lDPR.

5. Nothing in this Agreement precludes the Parties from entering into additional agreements related to future purchase and placement of interpretive displays or services within the State Park.

3 C. Operation and Maintenance of the Visitor Center 1. The Parties agree that the IDPR will be solely responsible for the operation, maintenance, and management of the Billingsley Creek Visitor Center on a day-to-day basis, including making all necessary non-capital repairs to the Billingsley Creek Visitor Center and all public areas, appurtenant buildings, and other facilities, so that the Billingsley Creek Visitor Center will be operated and maintained in a safe, fully functional, and attractive condition during the tem1 of this Agreement.

2. The Parties agree that NPS will not be responsible for any costs related to the Billingsley Creek Visitor Center, any other public areas, appurtenant buildings, or other facilities unless expressly stated otherwise.

3. IDPR will make available to NPS the followingareas/sizes: 1. Exhibit space for fossil and other Hagerman Fossil Beds National Monument related park resources and values. 11. Two private offices with 1.ockable doors for the exclusive use by NPS staff. u1. Additionally, space suitable for storage, information technology, and other necessary space needs necessary for the parks' operation and management will be addressed during the design phase.

4. The Parties agree that it is critical to have NPS input in the creation of an annual Operation and Maintenance (O&M) Plan. The State Park Manager and HAFO Chief of Interpretation shall work together in good faith to create the annual O&M Plan. The Parties agree the annual O&M Plan will include the following components: 1. Description of required day-to-day maintenance and cyclical maintenance of the principal features of the Billingsley Creek Visitor Center; 11. Description of required day-to-day maintenance and cyclical maintenance of the any public areas, including but not limited to restrooms; 111. Description of the normal hours of operation of any public area including but not limited to restrooms, visitor information desk, sales desk, etc.; iv. Description of expected minor and majorcapital repairs during the term of this Agreement; v. Description of regularly scheduled interpretive and other programming and responsibilities for conducting this programing; v1. Other matters related to the operation and maintenance of the Billingsley Creek Visitor Center on an ongoing, long-term basis; and, v11. Any contracting plan for the provision of services;

5. The Parties will work together to ensure that the Billingsley Creek Visitor Center is operated, maintained, and managed in accordance with the standards of quality seen in comparable public parks in the region and in compliance with applicable laws and regulations.

D. [nterpretive and other Programming

4 I. UniformedIDPR and NPS rangers or Volunteers-in-Parks (VIP) may staffthe Billingsley Creek Visitor Center as set forthin the Annual O&M Plan and described in Article l1J Section C.

2. The IDPR and NPS will work together to identify additional programming opportunities in the fon11 of new interpretive, educational, and recreational activities. Programs and activities may include, but are not limited to, passive and active recreation, youth and community outreach, special events, interpretation and education, special events at schools and other programs designed to enhance community awareness and engagement about the State and National parks and other outdoor recreation and outdoor education opportunities in the local area.

E. Demonstrations and Special-event Permitting I. Billingsley Creek State Park will remain under IDPR 's administrative jurisdiction. Therefore, requests fordemonstrations and special event permits will be managed by the IDPR.

F. Financial Framework I. Annually, and for the duration of this Agreement, NPS will provide IDPR $50,000 for the utilization of space dedicated to NPS within the Visitor Center.

2. The Parties acknowledge that the National Park Foundation (NPF) will be transferring the entirety of an endowment currently held by the NPF on behalf of HAFO to IDPR to be used at IDPR's discretion during the design or construction of the Billingsley Creek Visitor Center and the NPS will direct the NPF to transfer this endowment to IDPR within 120-days of the signing of this Cooperative Management Agreement. This endowment is described in NPS Amendment to Memorandum of Agreement #09608070011 titled "Supplemental Education, Intell)retation, and Outreach Efforts," signed May 5, 2007 and as amended, signed November 28, 2017.

G. Resolution of Issues 1. If issues arise under this Agreement that are not asserted by either party to be a material breach of this Agreement, the Parties will use the communications hierarchy below to resolve such in a timely and efficient manner in accordance with the following principles: i. The Parties will define and document issues clearly; ii. The Parties will resolve all issues at the lowest level of management possible; iii. The Parties will proceed jointly to the next level when issues cannot be resolved within the specified time limit, if any; and

2. If elevation of an issue is necessary in order to resolve it, then the issue will be transmitted jointly by those involved from one level to the next. The persons who eventually resolve the issue will ensure that the resolution is communicated in writing to all levels of subordinates.

3. Resolution and communication matrix

5 Level For IDPR ForNPS Target Time to Resolve I State Park Chief ofInterpretation / 5 Working Days Manager Education If Director, IDPR Superintendent, Hagerman 10 Working Days Fossil Beds NM MAXIMUM TOTAL: 15 Working Days

Article IV - Term of Agreement

A. This Agreement will be effectiveon the date of the last signature in Article XJJ and will continue in effect for a term of twenty-five (25) years afterthat date, unless tetminated earlier in accordance with Article VIII.

B. At any time the Parties may agree in writing to extend the Agreement for an additional length of time as mutually agreeable to both.

Article V - Key Officials and Notices

A. Key officials are essential to ensure maximum coordination and communication between the Pat1ies. The key officials forthis Agreement are:

1. For IDPR: David Langhorst Director, IDPR [email protected] (208) 514-2250

2. For the NPS: Wade M. Vagias Superintendent, Hagennan Fossil Beds National Monument E-mail: wade_ [email protected] Telephone: (208) 527-1310

B. Notices - Each Party will address notices or other officialcommunications regarding this Agreement to the other Party's key officials.

C. Changes in Key Officials- At any time either Pmiy may change its key officialsby providing the other Pm1y with written notice of the change.

Article VI - Modification of Agreement

This Agreement may be modified only by a written instrnmentexecuted by the Parties.

6 Article VIII - Resolution of Material Breaches and Termination of Agreement

A. If issues arise under this Agreement that are asserted by either Party to be a material breach of this Agreement, the Party making such assertion must provide the other Party written notice of the asserted breach. The Party alleged to have breached the Agreement (for ease of reference, the "Breaching Party") will have 90 working days, or a longer period of time if agreed to by the Parties, to cure the alleged breach.

a. If the Breaching Party cures the alleged breach to the other Party's satisfactionwithin the cure period or has initiated and is pursuing reasonable action to cure the alleged breach, then the Agreement will continue in forceand effect unmodified and without interruption.

b. If the Breaching Party does not curethe alleged breach to the other Party's satisfaction within the cure period or has not initiated and is not pursuing reasonable action to cure the alleged breach, then the issue of the alleged breach will be presented forresolution to a policy-level group consisting of the Director of LDPR, one member of the Idaho Park and Recreation Board, the Superintendent of the Hagem1an Fossil Beds NM, and the Regional Director of the Pacific West Region of the NPS.

c. If the policy-level group is unable to resolve the material breach, the non-breaching Party may terminate the Agreement at the conclusion of the cure period by sending the Breaching Party a written notice infotming it that the Agreement has been terminated. Such notice is effective thirty (30) business days afterreceipt.

d. Each Party's obligations under this Agreement shall continue in fulleffect until the effective date of termination.

B. The Parties may mutually agree in writing at any time to terminate this Agreement at any time, on any terms they deem appropriate, if they decide that it is necessary or prudent to do so.

C. Upon expiration or tennination of this Agreement, the NPS shall remove all NPS-owned personal property from the Visitor Center and vacate the premises within sixty (60) business days of expiration or termination.

D. Nothing in this Section VIII shall be constmed to suggest that termination is the sole remedy for a material breach of this Agreement. Both parties retain all remedies available to them under law for damages resulting from breach of this Agreement.

Article IX - Anti-deficiency

A. Pursuant to 31, U.S.C. § l 34 l (a)(!), nothing in this Agreement shall be construed as binding the United States or the NPS to expend in any one fiscalyear any sum in excess of appropriations made by Congress for this purpose or to involve the United States in any contract or other obligation for the future expenditure of money in excess of such appropriations.

7 B. Pursuant to Idaho Code§ 59-1015, nothing in this Agreement shall be constmed as creating any expense, obligation, or liability beyond the terms of any particular appropriation of funds by the Idaho Legislature as may exist from time to time. In the event of non-appropriation, the IDPR shall not be liable for any penalty, expense, or liability, or forgeneral, special, incidental, consequential or other damages resulting therefrom.

Article X - Liability

A. To the extent authorized by applicable law, each Party will be responsible for the acts or omissions of its officers or employees while acting within the scope of their officeor employment.

B. Each Party to this Agreement acknowledges that tbe other Party is self-insured.

Article XI - Standard Clauses

A. 0MB Circulars and other Regulations. The following 0MB Circulars and other regulations are incorporated by reference into this Agreement:

1. 2 C.F.R. Part 225 (0MB Circular A-87), Cost Principles for State, Local, and Indian Tribe Governments; 2. 0MB Circular A-133, Audits of States, Local Governments, and Non-Profit Organization; and; 3. FAR Clause 52.203-12, Paragraphs (a) and (b), Limitation on Payments to Influence Certain Federal Transactions.

B. Non-Discrimination. All activities pursuant to this Agreement shall be in compliance with the requirements of Executive Order 11246, as amended; Title VI of the Civil Rights Act of 1964, as amended, (78 Stat. 252; 42 U.S.C. §§ 2000d et seq.); Title V, Section 504 of the Rehabilitation Act of 1973, as amended, (87 Stat. 394; 29 U.S.C. § 794); the Age Discrimination Act of 1975 (89 Stat. 728; 42 U.S.C. §§ 6101 et seq.); and with all other federal laws and regulations prohibiting discrimination on grounds of race, color, sexual orientation, national origin, disabilities, religion, age, or sex.

C. Lobbying Prohibition. 18 U.S.C.§ 1913, Lobbying with Appropriated Moneys, as amended by Public Law 107-273, Nov. 2, 2002- No part of the money appropriated by any enactment of Congress shall, in the absence of express authorization by Congress, be used directly or indirectly to pay for any personal service, advertisement, telegram, telephone, letter, printed or written matter, or other device, intended or designed to influence in any manner a Member of Congress, a jurisdiction, or an officialof any government, to favor, adopt, or oppose, by vote or otherwise, any legislation, law, ratification, policy, or appropriation, whether beforeor after the introduction of any bill, measure, or resolution proposing such legislation, law, ratification, policy, or appropriation; but this shall not prevent officersor employees of the United States or of its departments or agencies from communicating to any such Members or official, at his request, or to Congress or such official, through the proper official channels, requests for legislation, law, ratification, policy, or appropriations which they deem necessary for the efficient conduct of the public business, or from making any communication whose prohibition

8 by this section might, in the opinion of the Attorney General, violate the Constitution or interferewith the conduct of foreignpolicy, counter-intelligence, intelligence, or national secw-ity activities. Violations ofthis section shall constitute violations of section 1352(a) of title 31. In addition to the above, the related restrictions on the use of appropriated funds found in Div. F, § 402 ofthe Omnibus Appropriations Act of2008 (P.L. 110-161) also apply.

D. Minority Business Enterprise Development. Under Executive Order 12,432 it is national policy to award a fair share of contracts to small and minority firms. The NPS is strongly committed to the objectives ofthis policy and encourages the IDPR to take affirmative steps to ensure that its procurement activities under this Agreement are executed in a manner consistent with the policy, to the extent pe1mitted by applicable law.

E. Member of Congress. Pursuant to 41 U.S.C. § 22, no Member of Congress shall be admitted to any share or part ofany contract or agreement made, entered into, or adopted by or on behalf of the United States, or to any benefit to arise thereupon.

F. Agency. No Party to this Agreement is an agent or representative ofthe other Pa1ty, and neither will represent itself as such to third parties.

G. Survival. Any and all provisions which, by themselves or their nature, are reasonably expected to be performed after the expiration or termination of this Agreement shall survive and be enforceableafter the expiration or termination of this Agreement. Any and all liabilities, actual or contingent, which have arisen during the term ofand in connection with this Agreement, shall survive expiration or termination ofthis Agreement.

H. Severability. If any provision ofthis Agreement or the application thereof to any party or circumstance shall, to any extent, be held invalid or unenforceable, the remainder ofthis Agreement or the application of such provision to the Parties or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each provision of this Agreement shall be valid and be enforced to the fullest extent pennitted by law.

I. Captions and Headings. The captions, headings, article numbers, and paragraph numbers appearing in this Agreement are inserted only as a matter ofconvenience and in no way shall be construed as definingor limiting the scope or intent of the provision ofthis Agreement nor in any way affectingthis Agreement.

J. No Employment Relationship. This Agreement is not intended to, and does not create an employer-employee relationship between the parties or between either party and the employees, agents, or representatives of the other Party.

K. No Third-Party Rights. This Agreement creates enforceable obligations only between the NPS and the IDPR. It is not intended to, and does not create any right of enforcement by, or any duties or obligations in favor of, persons or entities not a party to this Agreement.

L. Counterparts. This Agreement may be executed in counterparts, each ofwhich shall constitute an original, but all of which together shall constitute one and the same instrument.

9 Article XII - Authorizing Signatures

In witness hereof, the Parties' authorized representatives have signed this Agreement on the date(s) indicated below, thereby executing it.

For the Idaho Department of Parks and Recreation 6 Date_ __,/.__�_�_} ·z_<>_\ ______,.\_ D��t \2.;&._� Director, Idaho Department of�arks and Recreation

Wade M. Vagias Superintendent, Hage Fossil Beds National Monument, National Park Service

Date #:IJ tan Austin Regional Director, Pacific West Region, National Park Service

Exhibits: Exhibit A - Site Map of Billingsley Creek State Park Exhibit B - Sample Operational and Maintenance Plan for Billingsley Creek State Park Exhibit C - Facility Model for proposed Visitor Center (produced4/18/2018)

10 I un. li.�: b .,,,,,,.,.,, id

: � "-1. ' NPS Facility Planning Model Report NOTE: Nothing in this report should be published as an Official Report of the NPS Facility Planning Model without Approval by the Office of Construction Program Management

Identification:

Project Title: HAFO VC NPS Idaho SP DRAFT Model: Visitor Facility Comments on this report· Type of Project: New Construction, Replacement of Existing The model suggests a combined facility PMIS Number: having approximate 3,340 GSF +/- 10%. - Region: Pacific West region - I- Park Name: Hagerman Fossil Beds NM I- Your Name: Trung Nguyen Job Title: Architect - Park Suggested GSF: ,__ Concurred by {Region): ,__ Recommended by (WASO, CPM): ,__ Approved by (DAB): ,__ Created Date: 4/9/2018 9:02:33 AM Modified Date: 4/9/2018 10:29:35 AM Calculator Mode: Custom Calculator - I- ,__ All Modifications Subject To Approval .. M1mmum sizes have been implemented

Drivers: Standard Database Park-ModifiedDrivers Visitation and Staff �

Annual Visitation 23,936 Projected Annual Visitation 38,989 Average Peak Months 19. 7% Capture Rate 85.0% Time Spent 0.50 hr Average Peak Visitors in VC at one time 26 Total Staff (NPS and Others) 2 Total Volunteers and Cooperating Associates 4

Benchmark Calculations: A - coreye with B - Core ye with Standard Drjvers Park Modified Drivers

Public Spaces (NSF, nearest 100) 1, 600 VF Staff Area (NSF, nearest 100) 300 Tare at 25% (nearest 100) 600 Building (GSF, nearest 100) 2,500 Recommended: Area Per Person in Public Spaces (NTEJ 50-55 Percentage of VF Staff Areas (NTE) SF or 12% Percentage of Total Staff Areas (NTE) SF or 12%

NPS Park Specific Calculations: c - ParkModified ye Spaces D - Park Modifiedye Spaces with Standard Drivers with Park ModifiedDrivers

Public Spaces (NSF, nearest 100) 1,400 VF Staff Area (NSF, nearest 100) 300 Tare at 25% (nearest 100) 600 Recommended Division of the TARE Space Mechanical and Electrical 20% 120 0 Mecnamca, ana t=1ecmca1 LU,a lLU u Circulation 50"/4 300 0 Janitorial 5% 30 0 Building Storage 5% 30 0 Exterior Walls 20% 120 0 Building (GSF, nearest 100) 2,400 Site (Acres) 0.60 Exterior Requirements 0.20 Actual: Area Per Person in Public Sf)aces l 541 Percentage of VF Staff Areas 12% Percentage of Total Staff Areas 12% Recommended: Area Per Person in Public Spaces (NTE) 50-55 t Percentage of VF Staff Areas (NTE) SF or 12% Percentage of Total Staff Areas (NTE) SF or 12%

Partnership/ Other Agency Calculations: PartnershipI Other Agency

Public Spaces (NSF} 500 VF StaffArea (NSF} 200 Administration (NSF} 0 Tare at 25% (nearest 100) 240 Building (GSF, nearest 100) 940 Site Tare (Acres) 0.00 Site (Acres) 0.00 Net Construct for lnteragencylPartnership (Cost) $600,000 Total Net Construction Cost (Not Calculated) Actual: Area Per Person in Public Spaces 19 Percentage of VF Staff Areas 21% Percentage of Total Staff Areas 21% Recommended: Area Per Person in Public Spaces (NTE) 50-55 Percentage of VF Staff Areas (NTE) SF or 12% Percentage of Total Staff Areas (NTE) SF or 12%

Grand Total Summary Report: .Tu1als Public Spaces (NSF) 1, 900 VF StaffArea (NSF} 500 Administration (NS'F) 0 Tare at 25% (nearest 100) 840 Building (GSF, nearest 100) 3,340 Site Tare (Acres) 0.30 Site (Acres) 0.60 Site Access / Utility Extensions (Cost} $50,000 Net Construct for lnteragencylPartnership (Cost) $600,000 Total Net Construction Cost (Not Calculated) Actual: Area Per Person In Public Spaces 73 Percentage of VF Staff Areas 15% Percentage of Total Staff Areas 15% Recommended: Area Per Person in Public Spaces (NTE) 50-55 n-----•--- -C \IC c,,.__U A•--- /I.ITC\ Percentage of VF StaffAreas (NTE) SF or 12% Percentage of Total Staff Areas (NTE) SF or 12%

Estimated Square Footage Report: c - Park ModifiedSpaces P - Park Modified spaces Room Descrjptjon with Standard Drivers with ParkModified Drivers # Persons # Spaces or Units

Core Visitor Facility Public Area: Lobby Spaces Information Desk 120 1 Interpretive Materials Storage 100 Lobby/Orientation 450 30 Vestibules 140 1 1 Public Area: Exhibit Spaces Exhibit Area 300 1 Public Area: Interpretive Film Space Multipurpose Room 360 18 1 Public Area: Cooperating Assoc. & Concessionaire Interpretive Sales Storage 28 1 Interpretive Sales 186 1 Staff Area: Office Area Staff Restrooms 136 2 Offices 0 General Storage 160 2 1 Recycle bins 40 4 Staff Lockers 14 2 2 Interpretive Work Area 160 2 1 Staff Break Room 100 1 1 Restrooms Family Restrooms 85 1 Male/Female Restrooms 350 2 Core VF: Net Assignable 2,729 Tare at 25% 910 Gross Square Feet 3,639

Park Specific Functions Public Area: Interpretation and Education Spaces Chair and Table Storage 50 Others Reduction to meet Benchmark in Public Area -425 1 Reduction to meet Benchmark in VF StaffArea -575 1 Park Specific Functions: Net Assignable -950 Tare at 25% -317 Gross Square Feet -1,267

Subtotal Building Net Assignable (nearest 100) 1,800 Gross Square Feet (nearest 100) 2,400

Site Building (nearest 100) 2,400 Parking: StaffVehicles 1,980 6 Bus Parking 1,530 1 Parking: Recreational Vehicles 1,440 2 Parking: Private Vehicles 4,290 13 Plaza 1,380 46 Exhibit Kiosks 200 1 , (\(\ Additional Plaza Area 100 1 Site: Net Assignable (nearest 100) 14,240 Tare+ Site Constraints(nearest 100) 15,953 Site GSF (nearest 100) 30,193 Acres 0.60

Site Access Site Access (Miles), new, paved 0.1

Utilities Utility Extensions (Linear Feet) 3,800

Physical and Environmental Constraints Environmental 1.00 Soils 1.00 Slope 1.00 Archaeology 1.12

Definitions: GSF- Gross Square Feet NASF- Net Assignable Square Feet NSF- Net Square Feet NTE- Not to exceed Tare (for buildings)- Corridors, walls, mechanical, electrical, verticalshafts, vertical circulation, janitor closets, etc.

Additional Responses:

Exhibits Over 100nsf and Less Than 200nsf Hagerman Horse Fossil

lnteragency and Partnership Functions Public Space (per Facility Model for Idaho State Park) 500 nsf VF StaffArea (per Facility Model for Idaho State Park) 200 nsf

Other Spaces Reduction to meet Benchmark in Public Area -425 nsf Reduction to meet Benchmark in VF Staff Area -575 nsf

Unusual Functions Noted by Facility Calculator Park Administrative, Law Enforcement or Museum Collection Mgmt staff: included in model. lnteragency Functions: additional space generated. Exhibit Kiosks: additional space generated. Other Spaces: additional space added. Multipurpose Room Storage: additional space generated. Plaza: additional space generated.

Environmental Costs Sustainable Design 5%

Universal accessibility has been considered. Sustainable desing has been considered. Potential building areas have been identified for removal per the Freeze the Footprint policy. Appendix D

Cooperative Management Agreement between the National Park Service, United States Department of the Interior and the State of Maryland Acting Through the Maryland Economic Development Corporation for the Williamsport Cooperative Management Area

This Cooperative Management Agreement ("Agreement" or "CMA") is entered into, by and among the National Park Service (NPS), a bureau of the United States Department of the Interior, acting through the Superintendent of Chesapeake and Ohio Canal National Historical Park (Park) and the State of Maryland, acting through the Maryland Economic Development Corporation, a body politic and corporate and a public instrumentality of the State of Maryland (MEDCO). The purpose of this Agreement is to set forththe terms and conditions under which the NPS and MEDCO will cooperate to design and construct improvements to the Williamsport Cooperative Management Area (WCMA), to operate, maintain, and manage the WCMA on a long-term basis and for NPS to pay for the Use and Occupancy of the WCMA improvements. Throughout this Agreement each Party may be referredto individually as a "Party," or may be referredto jointly as "the Parties."

Article I - Background and Objectives

The NPS is charged with the responsibility for administering the National Park System, which contains areas reflecting the nation's cultural and historical heritage. The NPS preserves and manages these areas forthe benefit and inspiration of all the people of the United States. The Park is owned by the United States and administered by the NPS. The Park preserves a unique feature of America's early transportation history, the Chesapeake & Ohio Canal, which began as a dream of passage to Western wealth. Operating for nearly 100 years the canal was a lifelinefor communities along the Potomac River as coal, lumber, and agriculture products floateddown the waterway to market. Today it endures as a pathway for discovering historical, natural, and recreational treasures.

MEDCO carries out a broad range of capital construction and real estate management functionsin addition to managing capital improvements and construction programs for, and serving as a landlord for, a variety of federal, state, and local governmentagencies. MEDCO is committed to partnering with federal, state, and local agencies to support the development, expansion and modernizationof facilities for their use and occupancy. The Williamsport Cooperative Management Area (WCMA) is located at the mid-point of the 184.5-mile Chesapeake and Ohio Canal,adjacent to the Town of Williamsport in Washington County,Maryland,just off Interstate 81. The WCMA includes federal land administered by NPS and land owned by Washington County, Maryland with a ground lease to MEDCO. The overall desired future condition of the WCMA includes the development of programs and facilities for NPS 's use and occupancy to support visitors' experience, as this mile of the canal is restored to its 1920-1924 appearance.

The WCMA features one of the highest concentrations of historic structures in the Park, including the Conococheague Aqueduct,Western Maryland Railroad Lift Bridge, Bollman Bridge, Lock 44, Lock House 44, Cushwa Basin,Trolley Building, Cushwa Warehouse, one mile of watered canal and paralleling towpath,Coal Yard, and rail lines, among other features. About half of these features are wholly or partially on land owned by the Town of Williamsport, and cooperation in the management of these and other features will be considered in future agreements with the town and Washington County, Maryland.

To achieve these ends, the NPS and MEDCO have agreed jointly to construct and operate a visitor center complex, including administrative support officesfor local, state,and federal land management agencies (the "Facility"); parking; and transportation-related improvements to and within the WCMA. Washington County,Maryland, will acquire and own the property on which the Facility will be constructed, generally known as 122- 142 W. Potomac Street,Williamsport (the "Property"),with fundsprovided by a State of Maryland grant. Washington County, Maryland, will,thereafter, lease the Property to MEDCO pursuant to a forty-five (45) year ground lase (the "Ground Lease"). The WCMA,including the Facility,is essential to NPS to ensure appropriate and comprehensive local operations,visitor safety,and resource protection. This will allow the current visitor center and offices to be removed from the floodplain. The Facility will enhance the operational efficiencies of the WCMA. The majority of the costs of the Facility will be fundedwith the proceeds of a limited debt financing incurred by MEDCO secured by MEDCO's interest in the Facility and the rights under this Agreement.

122-142 West Potomac Street in Williamsport is a part of the cultural landscape of the area, which NPS and the State of Maryland have an interest in preserving. Following the Battle of Gettysburg,the retreating Confederatearmy was trapped in Williamsport,their retreat impeded by rains swelling the C&O Canal and Potomac River. Part of the Confederatearmy crossed the Potomac in town, while a large portion of the army proceeded down the canal's towpath to cross at a more favorablelocation. The existing historic strutures at 122-142 West Potomac Street bore witness to all of these events, including hosting the pursing Union army,and are therefore essential to preserving the history and cultural landscape of the area.

The WCMA comprises lands located within both the Park's boundary and adjacent land owned by the County and leased to MEDCO within the corporate boundary of the Town

2 of Williamsport, Maryland. The Facility will be developed on property owned by Washington County, Maryland located at 122-142 W. Potomac Street.

The Park will remain under the NPS' s administrative jurisdiction, and the Parties will cooperate to fund agreed-upon improvements and deliver programming pursuant to this Agreement.

This Agreement establishes a framework under which the Parties will accomplish the design, financing and construction of the agreed-upon Facility and other improvements to the WCMA and will cooperatively maintain, operate, and manage the WCMA and Facility on a long-term basis.

Article II - Definitions <

Additional Use Fees means feesthat MEDCO bills to NPS, and that NPS pays, on a quarterly basis. These fees cover MEDCO's operating expenses for the Facility, MEDCO's third-party costs related to the Facility, and NPS's contribution to the repair and replacement account, as further described in Exhibit C. Approved Plans means plans for the Building Improvements which have been jointly approved and signed by MEDCO and NPS, prior to construction. These shall conformto the site and building conditions and to all required applicable laws, statutes, ordinances, Executive Orders, and codes (including without limitation building, health, and fire codes) of all applicable governmental authorities. Base Use Fees means the annual feescharged to NPS by MEDCO in quarterly installments foruse of the Facility in an amount equal to the annual debt service on the MEDCO Financing as further described herein. Building Improvements means all of the construction and improvements to the Facility described in the Approved Plans. Capital Repair Shortfallmeans a lack of funds resulting from a portion of the Facility requiring repairs or replacements the cost of which exceeds the amount then on deposit in the Replacement and Repair Escrow. Facility - means the visitor center complex, including administrative support officesfor local, state, and federal land management agencies jointly constructed and operated by NPS and MEDCO located on the site ground leased by Washington County, Maryland to MEDCO. Financing Documents means any and all agreements, documents and instruments executed and delivered by MEDCO and others in connection with any third-party financing.

3 Lender means any obligee under the Financing Documents and includes, without limitation, a bond trustee, a bond purchaser and a lender. MEDCO Financing means the loan secured by MEDCO to fund the acquisition and development of the Facility and related obligations within this agreement.

Article III -- Authority

A. The NPS enters into this Agreement under the authority of:

1. 54 U.S.C. §§ 100101 et seq., which directs the Secretary of the Interior to promote and regulate the use of the National Park System by such means and measures as conformto the fundamental purpose of the System units, which purpose is to conserve the scenery and natural and historic objects and wild lifetherein and to provide for the enjoyment of these resources in a manner and by such means as will leave them unimpaired forthe enjoyment of future generations; and

2. 54 U.S.C. § 101703, which authorizes the NPS to cooperate with state and local park agencies for the more effective and efficient management of adjacent park areas, and to receive and provide goods and services for the cooperative management of land, as long as responsibility for the administration of a System unit is not transferred.

B. MEDCO enters into this Agreement under t�e authority of:

1. MEDCO is authorized pursuant to Title 10, Subtitle 1, of the Economic Development Article of the Annotated Code of Maryland, as amended (the Act), to borrow money and issue bonds (as defined in the Act) for the purpose of financing or refinancingall or any part of the cost (as defined in the Act) of any one or more projects (as defined in the Act) or for any other corporate purpose and to secure the payment of such borrowing or any part by pledge of or mortgage or deed of trust on all or any part of its properties or revenues; and the Act provides that it is the intention of the General Assembly of the State of Maryland (the "State") that MEDCO accomplish at least one of the legislative purposes listed in the Act and complement existing State marketing and financialassistance programs by: (i) owning projects; (ii) owning and leasing projects to one or more persons (as definedin the Act); or (iii) lending the proceeds of bonds to one or more persons to finance or refinance the costs of acquiring, constructing, reconstructing, equipping, expanding, extending, improving,

4 rehabilitating, or remodeling projects owned or to be owned by the person or persons or any combination of them.

Article IV - Statement of Work

A. General collaboration and cooperation

1. The Parties will participate in regular not-less-than-quarterly meetings and will work together in good faithto develop and manage the Facility and WCMA cooperatively pursuant to the terms of this Agreement. The Key Officials (designated in Article VII) will serve as the Parties' primary points of contact for the purpose of implementing this Agreement and they or their designees will attend those regular meetings.

2. Parties will work together to undertake all necessary planning and design as well as obtain all permits and approvals required to construct and finance the Facility and other improvements to the WCMA.

3. Parties will adhere to and implement the decisions consummated in all relevant National Environmental Policy Act (NEPA) and National Historical Preservation Act (NHPA) Section 106 documents, including any mitigation that may be required. Parties will work with the Maryland State Historic Preservation Office to adhere to all relevant NEPA and NHPA Section 106 requirements throughout the project.

4. Parties will work cooperatively to implement the planning documents for the WCMA and applicable Exhibits described herein.

5. Parties will explore potential fundingsources and support each other's requests to fundcapital improvements and operating expenses.

B. Design, financing and construction of improvements

1. The Facility will not be constructed on NPS-administered federalland; however, this Agreement allows for NPS fundsto be expended toward activities on land leased from Washington County, Maryland, by MEDCO, in order to interface withNPS lands forsuch purposes as visitor circulation between the Facility and other featuresin the Park.

2. Parties will work together to: (a) develop detailed plans and specifications forthe Facility and other improvements to the WCMA based on the approved concept plan; and (b) construct the agreed-upon Building Improvements.

5 3. MEDCO will be responsible solely for providing the funding of the design, development and construction-of the Facility to the extent of a shell building, without interior improvements. MEDCO fundingto pay forthe costs of the design and construction of the Facility shall be obtained through a limited recourse long term fixed rate debt financing secured by a ground leasehold interest mortgage on the Facility and an assignment ofMEDCO's rights under this Agreement to a lender. Funding to pay for interior build out and finishes shall be the responsibility ofNPS.

4. All improvements to the WCMA constructed on and permanently affixed to federally owned land will be owned by the United States. The Facility will be owned by MEDCO by virtue of a ground lease from Washington County, Maryland. However, nothing in this document precludes the parties from entering into additional agreements related to future purchase and placement of interpretive displays or services on land owned by any party within the WCMA.

C. Operation and maintenance

1. Parties agree that on a daily basis the NPS will be responsible for the operation and maintenance ofthe WCMA, with the exception of the land upon which the Facility sits, except as noted in the Operation and Maintenance Plan (O&M Plan) (see Section IV.C.3).

2. Parties agree that on a daily basis MEDCO will be responsible for the operation and maintenance of the Facility, except as noted in the O&M Plan (see Section IV.C.3).

3. Parties will meet annually before October 1 of each year to develop and approve an annual O&M Plan that will provide long-term guidance for the cooperative management ofthe WCMA, including the Facility. A template is attached as Exhibit A. The annual O&M Plan will include, but is not limited to, the following components:

1. Description ofrequired day-to-day maintenance and cyclical maintenance of the Facility and principal featuresof the WCMA and the roles of the Parties in carrying out the maintenance; 11. Description of required day-to-day maintenance and cyclical maintenance of any public areas, including but not limited to restrooms; u1. Description ofthe normal hours of operation of any public areas, including but not limited to restrooms;

6 1v. Description of expected minor and major capital repairs during the term of this Agreement and the roles of the Parties in carrying out the identified projects; v. Description and/or calendar of regularly scheduled interpretive and other programming, which may include special events hosted by NPS or MEDCO; v1. Other matters related to the operation and maintenance of the WCMA, including the Facility, on an ongoing, long-term basis; v11. Any contracting plan for the provision of services; v111. Estimated budget and projected revenue sources and amount of anticipated monetary support for the WCMA, including the Facility, by each Party; 1x. Assignment of responsibility to the Parties forimplementing O&M Plan; and x. Description of specific minimum threshold of annual programming use, as mutually agreed to by the Parties, and which will be included in each annual O&M Plan.

4. At any time during the applicable fiscal year, Parties may modify the O&M Plan by executing a written amendment by all Parties.

5. Parties will work together to ensure that the WCMA, including the Facility, is operated, maintained, and managed in accordance with the standards of quality seen in comparable public parks in the area and in compliance with applicable laws and regulations.

D. Interpretive and other programming

During the term of this Agreement, uniformedNPS rangers or Volunteers-in-Parks will staff the visitor contact station in the WCMA as set forthin the O&M Plan described in provision IV.C.3 above. NPS Staffand volunteers could be supplemented by staffor volunteers from the Town of Williamsport or the Washington County Convention and Visitors Bureau. The NPS will work to identify additional programming opportunities in the form of new interpretive, educational, and recreational activities. Programs and activities may include, but are not limited to, passive and active recreation, youth and community outreach, special events, interpretation and education, and other programs designed to enhance community awareness and engagement.

E. Law enforcement

During the term of this Agreement, commissioned NPS rangers will provide routine law enforcement on a day-to-day basis for lands within the WCMA and additionally forFirst Amendment activities and permitted special events. As necessary, the NPS may request assistance from Maryland State Police and/or Washington County Sheriff, which may

7 provide that assistance in accordance with established protocols and agreements. The extent of NPS law enforcement authority within the WCMA will be identified within a separate agreement.

F. Closures and other public-use restrictions

During the term of this Agreement, the NPS may close or restrict public access to, or use of, lands it administers within the WCMA in accordance with 36 C.F.R. § 1.5. Except in emergency situations, the NPS will consult with MEDCO before implementing any such closure or public-use restriction and will provide MEDCO with the Superintendent's written determination justifying the action prepared in accordance with 36 C.F.R. §1.5( c ).

G. Demonstration and special-event permitting

NPS regulations at 36 C.F.R. §§ 1.6, 2.50, and 2.51 govern the NPS's processing of applications for permits for demonstrations and special events in the Park, including setting forth the criteria for issuing or denying permits.

H. Resolution of issues

Parties will use the communications hierarchy below to resolve issues arising under this Agreement in a timely and efficientmanner in accordance with the followingprinciples:

1. Parties will defineand document issues clearly; 2. Parties will resolve all issues at the lowest level of management possible; 3. Parties will proceed jointly to the next level when issues cannot be resolved; and 4. If elevation of an issue is necessary in order to resolve it, then the issue will be transmitted jointly by those involved fromone level to the next. The persons who eventually resolve the issue will ensure that the resolution is communicated in writing to all subordinates.

I. Disposition of Property

At the end of the Agreement, the NPS will evaluate whether the Facility and Washington County -owned land directly associated with WCMA could be donated to the NPS and conduct all necessary actions required by Federal law to accept the property. In order to meet these requirements, the NPS will look to begin this review process no later than 5 years beforethe conclusion of the Agreement.

Article V - Financial Framework

MEDCO will provide funding forcosts associated with the planning, design, and construction to the extent of a shell building forthe Facility. NPS will provide

8 $5,000,000 in fundsfor tenant improvements to enable completion of the Facility, with any remaining funds applied to the pre-payment of Base Use Fees or Additional Use Fees; NPS fundsshall be used primarily fortenant improvements, in addition to other aspects of construction of the Facility agreed to between the Parties and shall be adequate to enable NPS to use and enjoy the Facility on a timely basis. Through the course of the terms of this agreement, NPS may seek to make additional investments and/or improvements within the WCMA to improve access forvisitors, accessibility to the towpath, and other visitor services. Additional investments and/or improvements within the WCMA will be discussed by the parties and incorporatedinto the annual O&M Plan. The Parties agree that the use and operation of the Facility by NPS will be in accordance with the terms and conditions set forth in this Agreement.

Thereafter, funds to operate, maintain, insure and manage the WCMA, including the Facility, on a long-term basis will be generated through quarterly payments of Base Use and Additional Use Fees from NPS to MEDCO after the construction of the shell building is complete; MEDCO shall, thereafter, have no funding obligation forany aspect of the WCMA, including the Facility. (See Exhibit B fordetailed financial framework.)

NPS acknowledges that MEDCO's financial reputation would be harmed by any default of the financing of the Facility occasioned by a failureofNPS forany reason to make adequate and timely payments for its occupancy and use of the Facility, or for the Agreement to be cancelled forreasons other than good cause. Within the limitations prescribed by law forsuch agreements, NPS agrees that it will cooperate with MEDCO andprovide, through written certification, such assurances and representations as may be reasonably required to secure financingof the Facility on favorableterms.

Article VI - Term of Agreement

This Agreement will be effective on the date of the last signature in Article XIII and will continue in effectfor a term of thirty-two (32) years after that date, unless terminated earlier in accordance with Article IX. The term of the Agreement shall extend automatically, and NPS shall continue to pay Base Use Fees and Additional Use Fees, until the MEDCO Financing is fullyrepaid. At any time Parties may agree in writing to extend the Agreement for an additional length of time.

Article VII - Key Officials and Notices

A. Key officialsare essential to ensure maximum coordination and communication between the Parties. The key officialsfor this Agreement are:

9 1. For the NPS:

Kevin D. Brandt Superintendent 1850 Dual Highway, Suite 100 Hagerstown, MD 21740 E-mail: [email protected] Telephone: (301) 714-2201

2. For MEDCO:

Robert C. Brennan Executive Director 300 E. Lombard Street, Suite 1000 Baltimore, MD 21202 Email: R_ [email protected] Telephone: ( 410) 625-0051

B. Notices - Each Party will address notices or other officialcommunications regarding this Agreement to the Parties' key officials.

C. Changes in key officials- At any time, any Party may change its key officials by providing the other Parties with written notice of the change.

Article VIII - Modification of Agreement

This Agreement may be modifiedonly by a written instrument executed by the Parties, but no modificationsshall be made which impair MEDCO's ability to repay the financing for the Facility.

Article IX - Termination of Agreement

A. Each ofthe Parties may terminate this Agreement forcause, afterproviding the others written notice of its intention to terminate, ifany of the other Parties are in continuing breach ofa material term of the Agreement afteropportunity to cure. Ifone Party provides the others with written notice ofits intention to terminate the Agreement forcause, then the Party alleged to have breached the Agreement (for ease ofreference, the Breaching Party) will have ninety (90) days, or a longer period of time ifagreed to by the Parties, to cure the alleged breach. Ifthe Breaching Party cures the alleged breach to the other Parties' satisfaction within the cure period or has initiated and is pursuing reasonable action to cure the alleged breach, then the Agreement will continue in forceand effectunmodified

10 and without interruption. If the Breaching Party does not cure the alleged breach to the other Parties' satisfaction within the cure period or has not initiated and is not pursuing reasonable action to cure the alleged breach, then either of the non breaching Parties may terminate the Agreement at the conclusion of the cure period. In that case, the non-breaching Party or Parties will send the Breaching Party a written notice informing it that the Agreement has been terminated.

B. Subject to consent of the lender and acceptable arrangements for the repayment of the MEDCO Financing the Parties may mutually agree in writing at any time to terminate this Agreement at any time, on any terms they deem appropriate, if they decide that it is necessary or prudent to do so.

C. Rights and remedies

References to any specific right or remedy in the event of an uncured breach shall not preclude MEDCO or NPS from exercising any other right or remedy to which it is otherwise entitled, in law or in equity. Upon the occurrence of an uncured material breach, MEDCO may pursue one of the following options:

1. Reclaim possession of the Facility, exclude NPS from possession and thereafteroperate the Facility forany use MEDCO may determine. NPS shall permit and grant MEDCO and its agents, lessees, employees and licensees the right to enter upon the Facility for the aforesaidpurposes. NPS shall assign all of its permits and licenses for the operation thereof to MEDCO, which assignment shall be automatic upon MEDCO reclaiming possession of the Facility. MEDCO shall have the right to make all repairs, alterations and improvements to the Facility. MEDCO shall not be under any liability for or by reason of any such taking of possession, entry, holding, removal, maintaining operations or management except for gross negligence or willful misconduct.

2. Demand, collect and retain all earningsand proceeds from the use of the Facility. Any and all proceeds remaining afterpayment of all Additional and Base Use Fees and all other amounts payable by NPS under the CMA shall be paid to NPS.

3. In addition to the remedies described in clauses (1) and (2) above and Paragraph A of the Section, institute appropriate legal proceedings to recover any unpaid overdue Additional and Base Use Fees for which sufficient funds have theretofore been appropriated forNPS.

D. In the event of any termination before construction of the Building Improvements, NPS shall reimburse MEDCO for any pre-development, development, and design costs for which NPS has not previously paid MEDCO.

11 E. Condition upon termination.

1. NPS will, at the expiration of the Term or sooner termination, deliver up the Facility in the same condition it was in at the beginning of the use, excepting reasonable wear and tear, and such damage as cannot be attributed to the carelessness or neglect ofNPS, its employees, agents or invitees. At MEDCO's option, exercised by written notice to NPS, NPS shall remove all personalty from the Facility upon any termination or expiration of this CMA during the first ten (10) years afterthe Commencement Date.

2. Removal of Property from Facility at Surrender. Upon any expiration or earlier termination of this CMA during the first ten (10) years after the Commencement Date of this CMA, NPS shall immediately remove all property that it owns and is permitted to remove ( or is required to remove) from the Facility under the provisions of this CMA, and, failing to do so, MEDCO at its option may cause that property to be removed at the risk and expense ofNPS (both as to loss and damage), and NPS hereby agrees to pay all reasonable costs and expenses incurred thereby, including sums paid to store the property elsewhere and the cost of any repairs to the Facility caused by the removal of the property.

Article X - Anti-deficiency

Pursuant to 31 U.S.C. § 1341(a)(l), nothing in this Agreement shall be construed as binding the United States or the NPS to expend in any one fiscalyear any sum in excess of appropriations made by Congress for this purpose or to involve the United States in any contract or other obligation forthe futureexpenditure of money in excess of such appropriations.

Article XI - Liability

A. To the extent authorized by applicable law, each Party will be responsible for the acts or omissions of its officers or employees while acting within the scope of their officeor employment.

B. Each Party to this Agreement acknowledges that NPS is self-insured.

Article XII - Standard clauses

A. 0MB Circulars and other Regulations - The following0MB Circulars and other regulations are incorporated by referenceinto this Agreement:

12 1. 2 C.F .R. Part 225 (0MB Circular A-87), Cost Principles for State, Local, and Indian Tribe Governments;

2. 0MB Circular A-133,.Audits of States, Local Governments, and Non-Profit Organization; and;

3. 31 U.S.C § 1352, Limitation on the use ofAppropriated Funds to Influence Certain Federal Contracting and Financial Transactions

B. Non-Discrimination. All activities pursuant to this Agreement shall be in compliance with the requirements of Executive Order 11246, as amended; Title VI ofthe Civil Rights Act of1964, as amended, (78 Stat. 252; 42 U.S.C. §§ 2000d et seq.); Title V, Section 504 of the Rehabilitation Act of1973, as amended, (87 Stat. 394; 29 U.S.C. § 794); the Age Discrimination Act of1975 (89 Stat. 728; 42 U.S.C. §§ 6101 et seq.); and with all other federallaws and regulations prohibiting discrimination on grounds ofrace, color, sexual orientation, national origin, disabilities, religion, age, or sex.

C. Lobbying prohibition. 18 U.S.C. § 1913, Lobbying with Appropriated Moneys, as amended by Public Law 107-273, Nov. 2, 2002 - No part of the money appropriated by any enactment of Congress shall, in the absence ofexpress authorization by Congress, be used directly or indirectly to pay forany personal service, advertisement, telegram, telephone, letter, printed or written matter, or other device, intended or designed to influencein any manner a Member of Congress, a jurisdiction, or an official anyof government, to favor,adopt, or oppose, by vote or otherwise, any legislation, law, ratification, policy, or appropriation, whether before or after the introduction ofany bill, measure, or resolution proposing such legislation, law, ratification,policy, or appropriation; but this shall not prevent officers or employees ofthe United States or ofits departments or agencies fromcommunicating to any such Members or official, at his request, or to Congress or such official,through the proper officialchannels, requests forlegislation, law, ratification, policy, or appropriations which they deem necessary for the efficient conduct of the public business, or frommaking any communication whose prohibition by this section might, in the opinion ofthe Attorney General, violate the Constitution or interfere with the conduct of foreign policy, counter-intelligence, intelligence, or national security activities. Violations of this section shall constitute violations of section 1352(a) of title 31. In addition to the above, the related restrictions on the use of appropriated funds foundin Div. F, § 402 ofthe Omnibus Appropriations Act of2008 (P.L. 110-161) also apply.

D. Minority business enterprise development. Under Executive Order 12,432 it is national policy to award a fairshare ofcontracts to small and minority firms. The

13 NPS is strongly committed to the objectives ofthis policy and encourages the parties to the WCMA to take affirmativesteps to ensure that its procurement activities under this Agreement are executed in a manner consistent with the policy, to the extent permitted by applicable law.

E. Member of congress. Pursuant to 41 U.S.C. § 22, no Member ofCongress shall be admitted to any share or part ofany contract or agreement made, entered into, or adopted by or on behalf of the United States, or to any benefit to arise thereupon.

F. Agency. None of the Parties to this Agreement is an agent or representative ofthe other Parties, and it will not represent itself as such to third parties.

G. Survival. Anyand all provisions which, by themselves or their nature, are reasonably expected to be performed afterthe expiration or termination of this Agreement shall survive and be enforceable after the expiration or termination of this Agreement. Any and all liabilities, actual or contingent, which have arisen during the term ofand in connection with this Agreement shall survive expiration or termination of this Agreement.

H. Severability. If any provision of this Agreement or the application thereof to any party or circumstance shall, to any extent, be held invalid or unenforceable,the remainder of this Agreement or the application ofsuch provision to the parties or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each provision ofthis Agreement shall be valid and be enforced to the fullestextent permitted by law.

I. Captions and headings. The captions, headings, article numbers, and paragraph numbers appearing in this Agreement are inserted only as a matter ofconvenience and in no way shall be construed as definingor limiting the scope or intent of the provision of this Agreement nor in any way affecting this Agreement.

J. No employment relationship. This Agreement is not intended to, and does not, create an employer-employee relationship between the parties or between either party and the employees, agents, or representatives of the other party.

K. No third-party rights. This Agreement creates enforceableobligations only between the NPS and MEDCO. It is not intended to, and does not, create any right ofenforcement by, or any duties or obligations in favorof, persons or entities not a party to this Agreement.

L. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all ofwhich together shall constitute one and the same instrument.

14 M. Indemnification. To the fullest extent permitted by law, each Party shall indemnify and hold the other Party, their respective representatives, consultants, trustees, officers, employees and agents, harmless from any and all loss, lawsuit, liability, damage, cost and expense (including reasonable attorneys' fees) to the extent caused by (i) its negligent acts, errors or omissions and willfulmisconduct, its consultants, agents or employees in connection with the Agreement; or (ii) any breach or default in the performance of the obligations hereunder. The provisions of this Section shall survive termination of the Agreement.

N. Non-Recourse. NPS acknowledges, agrees and accepts that any obligation of MEDCO hereunder is solely on a limited recourse basis and that MEDCO has no taxing power. Notwithstanding anything to the contrary contained in this Agreement or in any other agreement or contract executed and delivered by MEDCO in connection with this Agreement, neither this Agreement nor any such other contract or agreement shall (a) constitute a debt of the State of Maryland or any political subdivision, agency or instrumentality thereof other than MEDCO, (b) constitute a debt to which the faith and credit or taxing power of the State of Maryland or any political subdivision, agency or instrumentality thereof is pledged, or ( c) obligate the State of Maryland or any political subdivision, agency or instrumentality thereof to make any appropriation for payment. NPS agrees that they shall not have any recourse against the officers, directors or employees of MEDCO, and that the officers, directors and employees of MEDCO shall not be personally liable for, or have any personal obligation in any respect for, any claim based on or in respect of any liability of MEDCO forthe performance of any covenant, agreement, obligation, term or condition contained in this Agreement. NPS furtheragrees that, forpayment hereunder or for the performance of any other covenant, agreement, obligation, term or condition contained in this Agreement, they shall have recourse solely and exclusively against unspent financing by MEDCO for the Facility, to the extent that such proceeds remain available forsuch use, (ii) fundspaid by NPS pursuant to this Agreement, to the extent such fundsremain available for such use, and (iii) MEDCO's interest in the Facility, including revenues fromthe Facility, if any, available forsuch use. NPS further agrees that for payment hereunder or forthe performance of any other covenant, agreement, obligation, term or condition contained in this Agreement, they shall have no recourse against any other assets, properties or funds of MEDCO or the State of Maryland or any political subdivision, agency or instrumentality thereof, and that in no event shall MEDCO be obligated to use any of its other assets, properties or funds to make any payment or discharge any covenant, agreement, term or condition under this Agreement. NPS furtheragrees that, other than as stated herein, they shall have no recourse against MEDCO and shall not seek to assert any claim or to enforce any award or judgment against MEDCO forany liability or other obligation of MEDCO in connection with this Agreement or the transactions contemplated by this Agreement, whether such claim, award, judgment, liability or obligation be

15 asserted or based in contract or in tort or otherwise. This provision shall survive the termination or expiration of this Agreement.

0. No liens. No lien of any kind or nature may be filedagainst the real property owned by MEDCO and/or the improvements constituting the Facility, owned by MEDCO, a public entity.

P. Compliance with applicable law. The Governmentwill comply with all Federal, state, and local laws applicable to and enforceable against it as a tenant under this lease, provided that nothing in this lease shall be construed as a waiver of the sovereign immunity of the Government.

Q. Waiver. The waiver at any time by MEDCO or NPS of any particular covenant or condition of the CMA shall extend to the particular case only, forthe particular time and in the particular manner specified, and such waiver shall not be construed or understood as waiving any furtheror other rights of any character whatsoever. No course of dealing or conduct between the parties shall be effective to amend, modifyor change any provisions of this CMA. No failureor delay by MEDCO to insist upon the strict performance of any term, covenant or agreement of the CMA, or to exercise any right, power or remedy consequent upon a breach thereof, shall constitute a waiver of any such term, covenant or agreement or of any such breach, or preclude MEDCO fromexercising any such right, power or remedy at any later time or times. By accepting payment after the due date of any Use Fee or any other payment, MEDCO shall not be deemed to waive the right either to require prompt payment when due of all other obligations, or to declare an event of defaultfor failureto make prompt payment.

16 Article XIII - Authorizing Signatures

In witness hereof, the Parties' authorized representatives have signed this Agreement on the date(s) indicated below, thereby executing it.

For the National Park Service:

v u� ;I\- �Dr "Je,twu'M Date q /.¾> ( l 'I, Lisa Mendelson-Ielmini Acting Regional Director National Capital Region

For MEDCO:

I 8 Date____ .,a..._ :Z______------1) I ) Robert C. Brennan Executive Director

Exhibits:

Exhibit A- Operation and Maintenance Plan Template Exhibit B - Financing Documents

17 EXHBIT A

ANNUAL OPERATION AND MAINTEANCNE PLAN

A. PARTIES: This Annual Operation and Maintenance Plan (O&M Plan) is part of the Cooperative Management Agreement between the National Park Service (NPS) and Maryland Economic Development Corporation (MEDCO), effectiveas of XXXXX X, 20XX, with respect to the Williamsport Cooperative Management Area (WCMA). All terms and conditions of the General Agreement are hereby incorporated by reference.

B. YEAR: The NPS and MEDCO agree to undertake the projects and programs described in this O&M Plan (IdentifiedProjects) with respect to the Site during the year starting October 1, and ending September 30 (O&M Plan Year).

C. IDENTIFIED PROJECTS, ROLES and SCHEDULE: IdentifiedProjects to be undertaken during the O&M Plan Year are described below, along with the respective roles of the NPS and MEDCO and the schedule forcompletion:

General Notes

I) Services, utilities, and maintenance shall be provided by ______must have a building superintendent or a locally designated representative available to promptly correct deficiencies.

2) NORMAL HOURS: Services, utilities, and maintenance will be provided daily, extending 7:00 a.m. to 6:00 p.m. daily and 8:00 to I :00 Saturdays except Sundays and Federal holidays. a. Hours forPublic Areas of the Facility will be differentas follows:__ 3) OVERTIME USAGE: The Government shall have access to the leased space at all times without additional payment, including the use, during other than normal hours, of necessary services and utilities such as elevators, toilets, lights, and electric power. If heating or cooling is required on an overtime basis, such services will be ordered orally or in writing by the Contracting Officeror Buildings Manager. When ordered, services shall be provided at the hourly rate established in the contract. Costs forpersonal services shall only be included as authorized by the Government. 4) For all items below: Performancewill be based on the Contracting Officer'sevaluation of results and not the frequency or the method of performance.

Item System Description Responsible Estimated Party Bud2et 1.0 LANDSCAPING Landscape maintenance is to be performed during the growing season on a weekly cycle and will consist of watering, mowing, and policing area to keep it freeof debris. Pruning and fertilizationare to be done on an as needed basis. In addition, dead or dying plants are to be replaced. See JANITORIAL SERVICES for additional information. WASTE 2.0 MANAGEMENT UTILITIES __ shall ensure that utilities necessary 3.0 foroperation are provided and all associated costs are included as a part of the established payment.

JANITORIAL Cleaning is to be performedafter tenant 4.0 SERVICES working hours unless daytime cleaning is specified as a special requirement elsewhere in this solicitation. The Lessor shall maintain the leased premises, including outside areas in a clean condition and shall provide supplies and equipment. The attached schedule describes the level of services intended. Performancewill be based on evaluation of results, not the frequency or method of performance.

MAINTENANCE is responsible forthe total 5.0 AND TESTING OF maintenance and repair of the SYSTEMS premises. Such maintenance and repairs include site and private access roads. All equipment and systems shall be maintained to provide reliable, energy efficientservice without unusual interruption, disturbing noises, exposure to fireor safetyhazards, uncomfortable drafts, excessive air velocities, or unusual emissions of dirt. 's maintenance responsibility includes initial supply and replacement of all supplies, materials, and equipment necessary forsuch maintenance. Maintenance, testing, and inspection of appropriate equipment and systems must be done in accordance with applicable codes, and inspection certificatesmust be displayed as appropriate. Copies of all records in this regard shall be forwarded to the Field OfficeManager or a designated representative.

Without any additional charge, the Government reserves the right to require documentation of proper operations or testing prior to occupancy of such systems as fire alarm, sprinkler, emergency generator, etc. to ensure proper operation. These tests shall be witnessed by a representative of the Contracting Officer.

FLAG DISPLAY shall be responsible for flag 6.0 display on all workdays and Federal holidays. The Governmentwill provide instructions when flags must be flownat half-staff.

OCCUPANCY 7.0 shall provide a valid PERMIT Occupancy Permit for the intended use of the Government and shall maintain and operate the building in conformance with current local codes and ordinances.

FIRE AND LIFE 8.0 All areas must be protected by an SAFETY automatic sprinkler system or an equivalent level of safety.

9.0 CAPITAL REPAIRS INTERPRETATION 10.0 AND OTHER PROGRAMMING

ADDITONAL INFORMATION

4.0 - JANITORIAL SERVICES SCHEDULE

• DAILY: o Empty trash receptacles and clean ashtrays. Sweep entrances, lobbies and corridors. Spot sweep floors and spot vacuum carpets. Clean drinking fountains. Sweep and damp mop or scrub toilet rooms. Clean all toilet fixturesand replenish toilet supplies. Dispose of all trash and garbage generated in or about the building. Wash inside and out or steam clean cans used forcollection of food remnants fromsnack bars and vending machines. Dust horizontal surfaces that are readily available and visibly require dusting. Spray buff resilient floorsin main corridors, entrances and lobbies, clean elevators and escalators, remove carpet stains. Police sidewalks, parking areas and driveways. Sweep loading dock areas and platforms.

• THREE TIMES A WEEK: o Sweep or vacuum stairs.

• WEEKLY: o Damp mop and spray buff all resilient floorsin toilets and health units. Sweep sidewalks, parking areas and driveways (weather permitting). • EVERY TWO WEEKS: o Spray buff resilient floors in secondary corridors, entrance and lobbies. Damp mop and spray buffhard and resilient floorsin officespace.

• MONTHLY: o Thoroughly dust furniture. Completely sweep and/or vacuum carpets. Sweep storage space. Spot clean all wall surfaceswithin 70 inches of the floor.

• EVERY TWO MONTHS: o Damp wipe toilet wastepaper receptacles, stall partitions, doors, window sills and frames. Shampoo entrance and elevator carpets.

• THREE TIMES A YEAR: o Dust wall surfaces within 70 inches of the floor, vertical surfacesand under surfaces. Clean metal and marble surfaces in lobbies. Wet mop or scrub garages.

• TWICE A YEAR: o Wash all interior and exterior windows and other glass surfaces. Strip and apply four coats of finishto resilient floorsin toilets. Strip and refinishmain corridors and other heavy trafficareas.

• ANNUALLY: o Wash all venetian blinds and dust 6 months fromwashing. Vacuum or dust all surfacesin the building of 70 inches fromthe floor,including light fixtures. Vacuum all drapes in place. Strip and refinish floors in officesand secondary lobbies and corridors. Shampoo carpets in corridors and lobbies. Clean balconies, ledges, courts, areaways and flatroofs.

• EVERY TWO YEARS: o Shampoo carpets in all officesand other non-public areas.

• EVERY FIVE YEARS: o Dry clean or wash (as appropriate) all drapes.

• AS REQUIRED: o Properly maintain plants and lawns, remove snow and ice from entrances, exterior walks and parking lots of the building. Provide initial supply, installation and replacement of light bulbs, tubes, ballasts and starters. Replace worn floorcoverings (this includes moving and return of furniture). Control pests as appropriate, using Integrated Pest Management techniques.

• SELECTION OF CLEANING PRODUCTS 0 ---- shall make carefulselection of janitorial cleaning products and equipment to - ■ Use products that are packaged ecologically, ■ Use products and equipment considered environmentally beneficialand/or recycled products that are phosphate free, non- corrosive, non-flammable and fullybiodegradable and ■ Minimize the use of harsh chemicals and the release of irritating fumes. ■ Examples of acceptable products may be foundat http://pub.fss.qsa.gov/environ/clean-prod-catal oq.html. • SELECTION OF PAPER PRODUCTS o The Lessor shall select paper and paper products (i.e., bathroom tissue and paper towels) with recycled content conformingto the EP A's Comprehensive Procurement Guidelines. • SCHEDULE OF PERIODIC SERVICES o Within 60 days after occupancy by the Government, ___shall provide the Governmentwith a detailed written schedule ofall periodic services and maintenance to be performedother than daily, weekly or monthly.

D. AUTHORITIES: The NPS has consulted with the Department ofthe Interior's Solicitor's Officeregarding the authorities to carry out the IdentifiedProjects and to accept any goods and services described in Section E. The Solicitor's Officehas confirmedthat the following authorities are appropriate for the IdentifiedPro jects and such acceptance:

The NPS enters into this Agreement under the authority of ( 1) what is commonly known as the NPS Organic Act, 54 U.S.C. §1010l(a) et seq., which authorizes the NPS to undertake activities in furtheranceofNPS mission objectives, and particularly 54 U.S.C. §101702 (c), which authorizes the NPS to enter into agreements with third-parties for the presentation ofinterpretive demonstration programs;

(2) 54 U.S.C. §101 101, which authorizes the NPS to accept donations in furtheranceof NPS mission objectives; and

(3) 54 U.S.C. § 103102, which authorizes the NPS to expend appropriated fundson, and to enter into agreements with, educational organizations forinterpretive presentations in and in the vicinity of NPS park units.

E. BUDGET: The estimated cost to carry out the Identified Projects during the O&M Plan Year is $ ______. Budget breakdown and fundingsources are described below:

Item Estimated CASH VALUE OF IN-KIND GOODS Cost Funding Amount & Source AND SERVICES

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0 9.0

10.0

TOTALS $ $ $

F. EVENTS CALENDAR: The Programming Schedule forNPS Programming and Society Programming ( each as definedin the General Agreement) forthe O&M Plan Year is attached as Exhibit 1.

G. MODIFICATIONS: Proposed deviations from this O&M Plan during the O&M Plan Year require the concurrence of both parties in writing. Modifications to this O&M Plan will be subject to all terms and conditions of the General Agreement. This O&M Plan will expire on the last day of the O&M Plan Year.

H. ADDITIONAL PROVISIONS: [as identified by the NPS and the Society, if any]

I. SIGNATURES: IN WITNESS WHEREOF, the parties have executed this Annual O&M Plan as of the date the last signature is affixed.

NATIONAL PARK SERVICE:

By: ------ Name: Date Title:

MARYLAND ECONOMIC DEVELOPMENT CORPORATION,

By:------ Printed Name: Date Title: EXHIBIT B

Facility Use Fees

1. Base Use Fee:

During the initial Term of the Agreement, NPS shall pay annually for the use of the Facility an amount equal to the annual debt service on MEDCO’s Financing (defined below). (“Base Use Fee”) (The Base Use Fee is preliminarily estimated to equal $______which is the estimated annual debt service for the MEDCO Financing (hereinafter defined) amortized over a 32 year period. The actual amount of the Base Use Fee shall be determined once such financing is secured and/or renewed and extended). During any Term, the Base Use Fee may be increased as a result of a “Capital Repair Shortfall”. (See Section 2(d) herein regarding adjustments to Base Use Fee following a “Capital Repair Shortfall.”). Any and all agreements, documents and instruments executed and delivered by MEDCO and others in connection with financing of the cost of the Facility (the “MEDCO Financing”) are herein collectively referred to as the “Financing Documents” and will be attached to this Exhibit. The Financing Documents will be subject to the prior review and approval of NPS before execution. The term “Lender” as used herein shall refer to any obligee under the Financing Documents and includes, without limitation, a bond trustee, a bond purchaser and a lender. NPS acknowledges and understands that the interest rate on the MEDCO Financing may be fixed for a period of time shorter than the initial Term of the Agreement and that the MEDCO Financing may be subject to future extension or refinancing, in such case with a possible change in the interest rate. Accordingly, NPS agrees that the Base Use Fee shall be subject to increase or reduction upon such extension or refinancing based on the interest rate on the MEDCO Financing for the next term of such financing or refinancing and the resulting amount of annual debt service. Subject to the initial automatic extension of the initial term of the Agreement as provided in Article VIII.H. of the Agreement, MEDCO agrees not to extend the term of any such financing or refinancing beyond the initial Term of the Agreement without the prior written consent of NPS.

2. Additional Use Fees:

(a) Unless agreed to otherwise with NPS, MEDCO will pay all operating expenses of the Facility including but not limited to service fees, utility expenses (electricity, fuel, etc.) and real estate taxes (“Operating Expenses”). All Operating Expenses will be billed to NPS as Additional Use Fees which shall be paid quarterly by NPS.

(b) NPS shall also pay as Additional Use Fees to MEDCO or at its direction (i) any third party cost or expense payable by MEDCO with respect to or in connection with the acquisition, construction and financing of the Facility and the ownership, operation and use thereof, including by way of example, consultants’ fees, legal fees and other expenses relating to any litigation with third parties involving the Facility, costs of maintenance, upkeep and repair of the Facility paid for by MEDCO, costs of insurance acquired by MEDCO and any deductibles thereunder and the costs of making or collecting on insurance claims, costs of permits, charges by governmental authorities, and amounts paid pursuant to any declaration or covenants, and any reserves in connection with the foregoing and all indemnification obligations of MEDCO to any

1 person or persons (except NPS) resulting from or growing out of such acquisition, construction, financing, ownership and use, and (ii) all other amounts sufficient to enable MEDCO to make payments of all other monetary obligations of MEDCO related to the Facility under any Financing Documents.

(c) Each quarter, as part of the Operating Expenses payable by NPS hereunder, NPS shall pay to MEDCO the sum of $______($_____ per year) (the “Replacement and Repair Requirement”) to be held by MEDCO in a separate FDIC-insured, collateralized and interest-bearing account (the “Replacement and Repair Escrow”). The Replacement and Repair Escrow may be deposited in an account with the Lender providing MEDCO Financing.

(i) By mutual agreement, MEDCO and NPS may adjust the amount of Replacement and Repair Requirement, subject to the approval of the Lender, to the extent provided for in the Financing Documents.

(ii) In the event any portion of the Facility (including sidewalks, parking areas or other site improvements) require any repairs or replacements to be performed by NPS (including but not limited to repairs outlines in the Facility annual O&M Plan) and the cost of such repairs exceeds the the amount in the Replacement and Repair Escrow, MEDCO shall advise NPS in writing of such circumstance (referred to herein as a “Capital Repair Shortfall”), together with the estimated cost of the needed repairs. Any use of funds from the Replacement and Repair Escrow shall be subject to the approval of both MEDCO and NPS. Upon any termination of the CMA and payment or performance by NPS of all of its obligations hereunder, the disposition of any funds remaining in the Replacement and Repair Escrow shall be resolved during the termination process.

(d) NPS shall have the option, exercisable by written notice to MEDCO within thirty (30) days after it receives notice of the Capital Repair Shortfall to either (A) pay the costs of the repair which exceed amounts available from insurance or the Replacement and Repair Escrow from funds available to NPS, or (B) request that MEDCO obtain funds for such purpose and adjust the then-applicable Base Use Fee by an amount equal to a mortgage-type principal and interest payment calculated using MEDCO’s cost of funds plus 100 basis points and amortized over the remainder of the initial term of the Agreement.

3. Payment of Use Fees.

3.1 Use Fee Invoices. MEDCO shall send a bill or invoice to NPS for Base and Additional Use Fees (together, “Use Fees”). MEDCO may invoice NPS for Base Use Fee payments annually in advance for 12 months of the corresponding Base Use amounts. All Base Use and Additional Use Fees shall be payable quarterly by NPS. If the lender sends an invoice in place of MEDCO, NPS shall pay the invoice.

3.2 Use Fee and Other Payments.

(a) Use Fees shall be payable at the office of MEDCO or as directed by MEDCO, during normal business hours and shall be due on the Commencement Date and on the

2 first day of each month thereafter, regardless of the dates of Occupancy or the completion of the Building Improvements pursuant to the Approved Plans.

(b) Whenever any payment to be made under the CMA shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day. If any payment required under the CMA is not received by MEDCO or its assignee on the date required hereunder, the payment so in default shall continue as an obligation of NPS until it shall have been fully paid. NPS shall also pay any interest, penalties and late charges on Base Use Fees not paid when due in an amount sufficient to cover any such interest, penalties and late charges actually incurred by MEDCO under the Financing Documents, to the extent permitted by law. NPS shall also pay any interest, penalties and late charges on Additional Use Fees not paid when due in an amount sufficient to permit MEDCO to make all payments, if any, required of it to the payee thereof.

(c) All payments by NPS to MEDCO or its assignee shall be made in coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts.

(d) Subject to Section 3.3 herein, NPS reasonably believes that funds of an amount sufficient to pay all Use Fees during the Term will be available, subject to congressional appropriations.

(e) NPS agrees to make all payments to MEDCO, or its designee, of Use Fees that have been invoiced notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this CMA or otherwise) that NPS may from time to time have against MEDCO or any designee including but not limited to the following circumstances:

1. any damage to or destruction of any part or all of the Facility;

2. the taking or damaging of any part or all of the Facility by any public authority or agency in the exercise of the power of eminent domain or otherwise;

3. any assignment, novation, merger, consolidation, sale or transfer of assets, leasing or other similar transaction of or affecting the CMA, whether with or without the approval of MEDCO, except as otherwise expressly provided in this CMA;

4. the expiration of any term, covenant or condition of this CMA pursuant to any provisions hereof or by operation of law, unless this CMA shall have been terminated in accordance with Article IX of the CMA;

5. any failure of MEDCO to perform or observe any agreement or covenant, whether express or implied, or any duty, liability or obligation arising out of or connected with this CMA;

6. any change or delay in the time of availability to NPS for use of the Facility or delays in the acquisition of the Facility;

3 7. the failure to complete or to maintain satisfactory progress in the construction of the Building Improvements, whether due to the fault or negligence of MEDCO or any other cause or reason;

8. failure of consideration, failure of title or commercial frustration; and

9. any change in the tax or other laws of the United States of America or any other governmental authority.

Nothing herein shall preclude a separate action or administrative proceedings by NPS to the extent permitted by applicable law with respect to any claim against MEDCO or designee arising hereunder.

3.3 Multi-Year Use and Occupancy Contingent Upon Appropriations.

(a) NPS will exercise best efforts to secure annual appropriation of funds to meet its obligations under this CMA.

(b) In the event there is a deliberate event of non-appropriation, the CMA shall be deemed terminated for convenience.

(c) In the event of a delay in the appropriation for up to 180 days, MEDCO may take reasonable measures to assure the continued payment of debt service under the MEDCO Financing and of Operating Expenses to assure NPS of the continued use and enjoyment of the Facility, provided however that if such appropriation has not occurred within such 180 days, the CMA shall be deemed terminated for convenience.

(d) The appropriate officers of NPS shall expend funds so appropriated in accordance with the intent of the United States Government in making such appropriations and in accordance with the terms of this CMA.

(e) If the United States Government, or any committee thereof, or any officers of NPS shall take any official action, or if any other fact or circumstance shall occur, regarding capital or current budgets, or supplemental appropriations with respect to Use Fees which affect adversely the securing of timely approval and appropriations therefor, NPS shall promptly apprise MEDCO and the Lender thereof.

(f) NPS shall have no right upon termination of this CMA to receive any refund of any Use Fees, except as provided in Section IX.C of the CMA with respect to the Replacement and Repair Escrow.

3.4 Required Information. All invoices shall be made out to NPS and must contain the following information: state “Invoice” on the bill; reference the number and date indicated at the end of this CMA; type of billing (i.e. “Use Fees”); MEDCO’s Federal Employer’s ID Number.

4 3.5 Payment by NPS. Payments to MEDCO pursuant to Section 3.1 herein shall be made no later than 30 days after NPS’s receipt of a proper invoice from MEDCO.

3.6 Interest on Late Payments. MEDCO hereby agrees that interest on any payments due under the terms of this CMA shall not be payable unless such payments remain unpaid for more than 45 days after receipt of a proper invoice and such payments shall accrue interest from the 31st day after receipt of a proper invoice.

3.7 Transfer of the Facility. Subject to Section 3.2(e)(3) herein, in the event of any transfer of the Facility and to the extent the CMA is still in force and effect: (a) said assignment shall be effective only if the assignee is qualified to do business in the State of Maryland and Lender has approved of said assignment, in writing, (b) MEDCO shall provide copies of the deed or other instrument(s) transferring the Facility and the assignment agreement to NPS within 10 days of said transfer and/or assignment, and (c) the assignee of the CMA shall enter into a supplemental agreement amending information, as needed.

4. Invoices

4.1 Invoicing. All Use Fees for which NPS has timely received a notice or invoice shall be paid by NPS when due so as to avoid any interest or late payment penalties. Credits due NPS (for instance the proceeds of business interruption insurance in the event of a Casualty (hereinafter defined) shall be applied to NPS’s quarterly Additional Use Fee payments immediately. In the event the credit exceeds the amount of one quarterly Additional Use Fee payment, the full amount of the quarterly Additional Use Fee shall be credited until the full credit has been recovered.

4.2 CMA Termination Invoicing. Upon CMA termination, all invoices, including invoices for real estate taxes, if any, shall be adjusted to the date of CMA termination and shall be submitted within 90 days after the CMA termination date. Invoices submitted more than 90 days after the end of the invoicing period shall not be honored. Any payments due by NPS shall be paid in one lump sum

4.3 Method for Invoicing. Invoices for Use Fees shall be made out to NPS. In addition to the information required by Section 3.4 herein, such invoices shall include, as backup material, certified true copies of invoices for the services for which fees are requested. For costs where such invoices are confidential, (i.e. salaries paid to MEDCO’s employees) MEDCO must certify and warrant that such payments for such costs were made.

5. Casualty/Business Interruption.

5.1 MEDCO’s Obligation to Repair and Reconstruct. If the Facility is damaged by fire or other casualty (a “Casualty”) during the Term, MEDCO shall use commercially reasonable efforts to restore the Facility with reasonable promptness but in no event later than 90 days after the date of the Casualty to substantially the same condition of the Facility immediately

5 before such Casualty, and may temporarily enter and possess any or all of the Facility for such purpose. The times for commencement and completion of any such restoration shall be extended for a period not to exceed an additional 90 days if any delays are caused by an event or circumstance beyond MEDCO’s reasonable control. If such restoration is not accomplished within the 90 day period and any extension period, NPS may assume control and direction of the restoration work, and exercise its rights to cure MEDCO’s failure as provided in Article IX of the CMA. The obligation of MEDCO to restore the Facility following a Casualty shall be subject to (a) the availability of funds from insurance proceeds and in the Replacement and Repair Escrow, and (b) the provisions above concerning Capital Repair Shortfalls.

5.2 Destruction/Damage to the Facility. Anything in this Section to the contrary notwithstanding, if it is determined by either party that the Facility is so damaged by Casualty that the Facility is rendered substantially unfit for occupancy and MEDCO will be unable to restore the Facility within 180 days after such Casualty, then either party may elect to terminate this CMA by giving Notice thereof to the other party within 30 days after such Casualty, effective as of the date specified in such Notice. If such Notice is given, the rights and obligations of the parties shall cease as of the date of the termination and the Use Fees shall be adjusted as of the date of such termination.

5.3 Rebate Payment. If a portion of the Facility is rendered unusable due to a Casualty, during the period MEDCO is undertaking to restore the Facility pursuant to Article IX of the CMA, MEDCO shall, to the extent of business interruption insurance recovered, credit to NPS against Additional Use Fee billings quarterly, an amount equal to the then-applicable monthly Base Use Fee multiplied by a fraction, the numerator of which is the amount of unusable space in the Facility after the Casualty, and the denominator of which was the total area of the Facility before the Casualty (the “Rebate Payment”).

6. Insurance. MEDCO and NPS shall procure and maintain in force and effect during the term of this CMA, the following insurance:

6.1 MEDCO’s Insurance. MEDCO shall maintain, in commercially reasonable amounts with commercially reasonable deductibles, (i) insurance on the Facility (but not NPS’s personal property, including, but not limited to, curating equipment, computers, furniture and office equipment) against loss or damage by fire and all of the hazards included in the extended coverage endorsement to replacement value, (ii) loss of fees, Use Fee continuation and business interruption insurance and (iii) any other insurance, in such form and in such amounts as are commercially reasonable, including, without limitation, environmental impairment, theft insurance and workers’ compensation, flood, and boiler and machinery insurance. The cost and expense of MEDCO’s insurance shall be charged to NPS as an Additional Use Fee.

6.2 NPS’s Insurance. NPS shall self-insure against any loss or damage, injury or death incurred or caused by NPS under the terms of this CMA, and for loss or damage to its personal property. Nothing in this Section 6.2 shall prohibit NPS from procuring and thereafter maintaining one or more insurance policies to insure against the risks and damages described in this Section.

6 7. Utilities.

7.1 Continuity of Utilities and Service. It is hereby understood and agreed that the heating and air conditioning systems in the Facility will be kept under a uniform and systematic program of service and repair as prescribed according to manufacturer specifications, solely at NPS’s expense. Notwithstanding the foregoing, MEDCO shall have no liability to NPS on account of any failure, modification or interruption of electricity, water or other utility or HVAC or other service or interruption in access or service to the Facility. If necessary, MEDCO shall cooperate with NPS’s efforts to provide for the resumption of such service or access. In addition, MEDCO shall not be liable to NPS for any disruption to NPS’s business which occurs as a result of any repairs, replacements, improvements or alterations that take place within the Facility. MEDCO will make reasonable efforts to avoid such disruptions where feasible, but there shall be no allowance to NPS for a diminution of Use Fees and no liability on the part of MEDCO by reason of inconvenience, annoyance or injury to business arising from the making of any repairs, alterations, additions or improvements in or to any portion of the Facility, or in or to fixtures, appurtenances, or equipment thereof.

8. Other.

8.1 Subordination, Non-Disturbance and Attornment; Assignment of MEDCO’s Interest. This CMA shall be subject and subordinate to the lien, operation, and effect of each mortgage, deed of trust and/or other similar instrument covering any or all of the Facility, and each renewal, modification or extension thereof associated with the MEDCO Financing (each of which referred to as a “Mortgage”), all automatically and without the necessity of any further action by either party hereto. In the event the beneficiary under any Mortgage (referred to as a “Mortgagee”) succeeds to the interest of MEDCO hereunder through foreclosure or otherwise, NPS shall unconditionally attorn to any such Mortgagee and agrees that such Mortgagee shall not be liable to NPS for any defaults by MEDCO under this CMA or for any other event occurring prior to such Mortgagee’s succeeding to the interest of MEDCO hereunder. Without the consent of NPS, MEDCO shall have the right to assign and pledge its rights hereunder to any Mortgagee. NPS shall, if so requested, acknowledge the assignment in writing, but such acknowledgment shall in no way be deemed necessary to make the assignment effective. NPS agrees to execute all documents, including notices of assignment and financing statements that may be reasonably requested by MEDCO or the Lender to protect their interests in the Facility and in this CMA.

(a) No Claims Against Assignee. The parties hereto contemplate that MEDCO will assign its interest in this CMA to the Mortgagee, as provided above. To the maximum extent permitted by law, NPS agrees that it will not assert against any such assignee for value or any subsequent assignee any claim or defense, by set-off, counterclaim or otherwise, that it may now or hereafter have against MEDCO, including but not limited to breach of warranty, whether express or implied, as to the value, design, condition, merchantability or fitness for a particular purpose or use of the Facility or any other warranty with respect thereto. In no event will such assignee be liable for any loss or damage, including incidental, indirect, special or

7 consequential damages, in connection with any of the duties or obligations of MEDCO under this CMA, which survive any such assignment.

8.2 MEDCO Financing. In connection with any MEDCO Financing, NPS covenants and agrees as follows:

(a) NPS will provide any reports or financial information required from NPS under the Financing Documents.

(b) NPS will cooperate with MEDCO in complying with the conditions, covenants and requirements of the Financing Documents.

8 Appendix E Grand Portage Welcome Center to Open Late Summer 2009 Site History Early Ojibwe peoples first used the "grand portage" to link inland winter camps to summer homes at Grand Portage Bay on Lake Superior. This 8.5-mile trek up the Pigeon River bypassed a series of waterfalls, including High Falls. From there, the Grand Portage people gained access to the chain of lakes and rivers that led to the vast plains of Canada. Centuries later, European fur traders followed their lead and Grand Portage became the inland headquarters for a worldwide fur trade. From 1730 to 1805 this trading post hosted hundreds of traders, partners and voyagers as goods and cultures from all over the world met at Grand Portage in a flurry of trading activity. Welcome Center located within a State Park within a Reservation The Welcome Center, located within Grand Portage State Park, lies within the Grand Portage Indian Reservation at the tip of the Arrowhead Region. The Center environs include two waterfalls on the Pigeon River, including Minnesota's highest cascade, the High Falls. The Center is a unique example of cooperation between the State of Minnesota and the Grand Portage Band, which have worked together since 1989. Port of Entry Located at a Minnesota port of entry from Canada, this stretch of Highway 61 offer visitors from the North, the first glimpse of Minnesota. This is one of the most spectacular areas of Minnesota's North Shore. Highway 61 is one of scenic highways in the nation earning the federal designation All American Road. Visitor Center Partners Grand Portage Reservation Tribal Council Minnesota Department of Natural Resources, Division of Parks and Recreation Minnesota Department of Transportation Explore Minnesota Tourism About the Center The $4M facility will serve Northeastern Minnesota, visitors to the North Shore of Lake Superior from Canada and elsewhere, and the local community. In addition, the Center will provide a statewide resource on American Indian history and culture. Minnesota will use state bonds to fund Center construction and federal border crossings funding to construct the commercial vehicle parking lot and some rest area products and services.

Center Features The center will enhance the experience of visitors to the North Shore, and the United States by providing: - an inviting, symbolic presence welcoming visitors to Minnesota - travel information - a 24/7/365 rest area - natural resource interpretation - a statewide resource for the interpretation of Ojibwe history and culture.

In addition, the 6000 square foot center will provide offices space for state park staff, a place for the development of the tourism economy in the area and a means for continuing the cost-savings and efficient cooperation of the agencies currently working together to provide information for area visitors.

Interpretive Themes - Ojibwe culture and history - Minnesota's highest waterfall and its geology - Unique plant communities along the Pigeon River - Lake Superior and the North Shore

Building Program & Square Footage - Central lobby [1,110 sf] - Interpretive exhibits and display area [1,805 sf] - Restrooms including family/assisted restroom [785 sf] - Mechanical Room [1,350 sf] - Nature store and offices [800 sf]

Site & Parking - 49 stall car parking lot - 12 stall commercial & recreational vehicle parking lot - Picnic shelter/outdoor classroom Appendix F

GENERAL AGREEMENT Between National Park Service - Mississippi National River and Recreation Area And The City of Saint Paul Regarding the future Construction, Maintenance, Management and Operation of the River Learning Center and Interim Activities at Crosby Farm Regional Park

THIS GENERAL AGREEMENT ("Agreement") is made and entered into by and between MISSISSIPPI NATIONAL RIVER AND RECEREATION AREA (hereinafter referred to as Mississippi NRRA or NRRA), a unit of the NATIONAL PARK SERVICE (hereinafter referred to as "NPS"), United States Department of Interior, and the CITY OF SAINT PAUL (hereinafterreferred to as "the City") for the purpose of developing a plan and outlining joint goals for constructing, maintaining, managing, and operating the River Learning Center, (hereinafter referred to as "RLC"), as well as related interim activities.

ARTICLE I - BACKGROUND AND OBJECTIVES

WHEREAS, in Public Law 100-696 - Nov. 18, 1988, Title VII - Subtitle A -Mississippi National River and Recreation Area, Congress established the Mississippi National River and Recreation Area and declared that "The Mississippi River Corridor within the Saint Paul-Minneapolis Metropolitan Area represents a nationally significant historical, recreational, scenic, cultural, natural, economic, and scientific resource," and that "There is a national interest in the preservation, protection and enhancement of these resources for the benefit of the people of the United States";

WHERAS, Congress also declared that "The preservation, enhancement, enjoyment, and utilization of the nationally significant resources of the Mississippi River Corridor can be accomplished by a cooperative Federal, State, and local comprehensive planning and management effort";

WHEREAS, since 2000, NPS has leased space for Mississippi NRRA's headquarters located in the Kellogg Square Apartment Building at 111 East Kellogg Boulevard, Suite 105, Saint Paul, Minnesota, and the lease expired in May 2016, and the General Services Administration has secured a short-term lease extension opening the opportunity to explore a new long-term arrangement for the NRRA's headquarters at a new location;

WHEREAS, the NRRA currently has no location at which it can directly engage visitors with the Mississippi River, and it has long been a goal of the NRRA is to establish a physical presence on the Mississippi River allowing the NRRA's visitors to enjoy first-hand river experiences and the Watergate Marina site, located within Crosby Farm Regional Park, offers the best opportunity to realize this goal;

WHEREAS, the RLC would be a hub for year-round river programming opportunities, offered by the NRRA and its partners for national and international visitors, students of all ages and residents of the Twin Cities area;

WHEREAS, the City's Great River Passage is both the 17 miles of Mississippi River that defines Saint Paul and a City-led Initiative whose mission is to enhance, better connect to and steward one of the three great rivers of the world and its surrounding natural and built environments;

1 WHEREAS, the City of Saint Paul RLC is one of three capital projects spearheaded in the Great River Passage Initiative and will serve as the gateway to the Mississippi River in the Twin Cities, welcoming residents and visitors to this national treasure with four-season programming that honors, promotes and teaches people about the culture, history, and ecology of the river and instills a sense of stewardship;

WHEREAS, the RLC will be a forward-thinking, mixed-use hub of shared activity that will transform an isolated section of Saint Paul's riverfront into an accessible center of river-oriented experiences, stimulating economic development, educating the next generation of river stewards, and improving the health of the river;

WHEREAS, the City currently has no central location to educate residents and visitors about its main resource - the Mississippi River - and the City intends to construct a new building that will be intended to serve as the RLC and Mississippi NRRA headquarters at the city-owned Watergate Marina to address this need as well provide City-led and partner-led river-oriented programming;

WHEREAS, the City of Saint Paul, Great River Passage Conservancy and Mississippi Park Connection are currently seeking public and private support for the RLC and completing technical and feasibility studies. Upon completion of the studies, the City, the Mississippi NRRA, Mississippi Park Connection (MPC) and Great River Passage Conservancy (GRPC), intend to move into the next phase of the project, which will focus on building the organizational, funding, programing and design structure of the/project;

WHEREAS, Great River Passage Conservancy (GRPC), working in partnership with the City of Saint Paul's Great River Passage Initiative, leads advocacy and private fundraising efforts for capital projects and programs along Saint Paul's 17 miles of the Mississippi River. By advancing major projects along the Mississippi River and supporting unique programming opportunities that allow people to experience the river in new ways, Great River Passage Conservancy fosters environmental stewardship, community health and economic development.

WHEREAS, MPC's mission is to strengthen the enduring connection between people and the Mississippi River by enriching the life of the river and the lives of all who experience our national park, the Mississippi NRRA. In partnership with the NPS, MPC ignites discovery and lifelong relationships with the Mississippi River. And, through youth education, environmental stewardship and community engagement, MPC mobilizes residents and visitors, and serves as model for operating a national park in an urban area where people are part of the landscape.

WHEREAS, MPC and GRPC have previously entered into an agreement to jointly fund-raise $600,000 for schematic design documents for the RLC;

WHEREAS, the next priority step for the RLC process is schematic design, as it will provide vision, cost estimates, phasing, finance strategy and partner roles and responsibilities and the goal is to secure monies and complete schematic design by 31 December 2021;

WHEREAS, for Fiscal Year 2020, one of the City's top three bonding requests is for $3,000,000 for the RLC to complete concept, design development and construction documents as well as site evaluation and site clearing and stabilization;

2 WHEREAS, the future details regarding the construction, maintenance and operation, staffing and programming at the RLC will be articulated in a Cooperative Management Agreement between the NPS and the City to be entered into after the completion of schematic design;

NOW, THEREFORE, the Mississippi NRRA and the City agree to the following and hereby enter into this Agreement for the purpose of defining each entity's role in order to undertake such planning and actions as are necessary for the City and NRRA to enter into a Cooperative Management Agreement within six months of completing schematic design, including related interim activities.

ARTICLE 11 - AUTHORITY

PUBLIC LAW 100-696 - NOV. 18, 1988SEC. 706. (b) COOPERATIVE AGREEMENTS states: "The Secretary is authorized to enter into cooperative agreements with the State of Minnesota or any political subdivision thereof pursuant to which he may assist in the planning for and interpretation of non-Federal publicly owned lands within the Area." This General Agreement fits within the definition of cooperative agreements.

ARTICLE Ill - STATEMENT OF WORK

A) The City agrees to: 1) RLC a) Provide the necessary personnel and stafftime to prepare for and manage the RLC schematic design phase. Responsibilities include: i. Work with partner/s to identify programing and spatial needs for the schematic design process. ii. Develop schematic design RFP and manage designer solicitation, selection, design and community engagement process and deliverables, in consultation with the NRRA and MPC. iii. Obtain NPS input at mutually agreed upon key stages in the schematic design process.

2} Crosby Farm Regional Park a) Review and provide approval or denial for NPS requests for environmental restoration or management activities within Crosby Farm Regional Park in a timely manner. b) Provide Right of Entry Permits or other Permits for NPS use of City owned land within Crosby Farm Regional Park when the City deems appropriate. c) Collaborate with NPS and provide the necessary review and approval or denial for programs conducted at Crosby Farm Regional Park.

B} NPS agrees to: 1} RLC a. Commit the necessary personnel and staff time to planning for the park headquarters and RLC.

3 b. Develop recommendations for programming that the NPS could conduct at and from the RLC as well as recommendations for the necessary funding, staffing, spaces, equipment and amenities needed for such programming. c. Clearly identify NPS's needs at a new headquarters building.

2) Crosby Farm Regional Park a. Coordinate with the City and obtain approval to conduct any environmental restoration or management activities within Crosby Farm Regional Park. b. Coordinate with the City to obtain Right of Entry Permits and any other Permits necessary to use City owned land within Crosby Farm Regional Park. c. Coordinate with the City and obtain approval for any programs conducted at Crosby Farm Regional Park.

C} The Cityand NPS mutually agree that:

1. They will work with their respective philanthropic partners - the GRPC and MPC - as allowed by Federal and State laws and regulations, in fundraising for the initial $600,000 for schematic design and in securing $3 million in State bonding money as one of the City's top three bonding projects in the 2020 Legislative Session. 2. The Parties will work together to develop schematic design documents for the RLC and NRRA Headquarters with the end goal of meeting both Parties' needs for physical space. 3. If all terms of this agreement are met, the roles and responsibilities of each party are defined, and schematic design is complete, the parties will work together to develop a Cooperative Management Agreement. This will identify the City of Saint Paul as the owner and project lead for the RLC and the NPS as an intended non-exclusive long-term tenant of the new building to be built within Crosby Farm Regional Park at the Watergate Marina site.

ARTICLE IV -TERM OF AGREEMENT

This Agreement shall be in effect from the date of last signature for a period of five years, unless terminated earlier pursuant to Article IX. If agreeable to both parties, this Agreement may be renewed in the same manner in which it was originally approved by the City and the NPS.

ARTICLE V -KEY OFFICIALS

For NPS: located at 111 East Kellogg Boulevard, Suite 105, Saint Paul, MN 55101

Signatory: Name John 0. Anfinson Title Superintendent Phone 651-293-8432 Email [email protected]

For City of St. Paul: located at 15 West Kellogg Boulevard, Saint Paul, MN 55102

Signatory: 4 Name Michael Hahm Title Director of Parks and Recreation Phone 651-266-6409 Email [email protected]

Name Sarah Sullivan Title Assistant City Attorney Phone 651-266-6307 Email [email protected]

ARTICLE VI- PRIOR APPROVAL/ AUTHORITY See Article 111.A.2 and Article 111.B.2

ARTICLE VII - REPORTS AND DELIVERABLES

Schematic Design documents completed by December 31, 2021, or sooner, if possible.

ARTICLE VIII - PROPERTY OWNERSHIP AND UTILIZATION

The City owns the land within Crosby Farm Regional Park located at 2595 Crosby Farm Rd St. Paul, MN 55116, including Watergate Marina.

ARTICLE IX- MODIFICATION AND TERMINATION

A. This Agreement may be modified only by a written instrument executed by both parties.

B. Either party may terminate participation in this Agreement by providing the other party with thirty (30) days advance written notice. In the event that one party provides the other with notice of its intention to terminate, the parties will meet promptly to discuss, in good faith, the reasons for the notice and to try to resolve their differences.

ARTICLE X- STANDARD CLAUSES

A. Non-Discrimination: All activities pursuant to or in association with this Agreement shall be conducted without discrimination on grnundsof race, color, sexual orientation, national origin, disabilities, religion, age, or sex, as well as in compliance with the requirements of any applicable federal laws, regulations, or policies prohibiting such discrimination.

B. Consistency with Public Laws: Nothing herein contained shall be deemed to be inconsistent with or contrary to the purpose of or intent of any Act of Congress establishing, affecting, or relating to the Agreement.

C. NPS Appropriations: Pursuant to 31 U.S.C. § 1341, nothing contained in this Agreement shall be construed to obligate NPS, the Department, or the United States of America to any current or future expenditure of funds in advance of the availability of appropriations from Congress and their

5 administrative allocation for the purposes of this Agreement, nor does this Agreement obligate NPS, the Department, or the United States of America to spend funds on any particular project or purpose, even if funds are available.

D. Officials not to Benefit: No Member of, Delegate to, Resident Commissioner in, Congress shall be admitted to any share or part of this Agreement or to any benefit to arise there from, unless the share or part benefit is for the general benefit of a corporation or company.

E. Assignment, Binding Effect: Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The parties waive the defense of lack of consideration.

F. Compliance with Applicable Laws: This Agreement and performance hereunder is subject to all applicable laws, regulations and government policies, whether now in force or hereafter enacted or promulgated. Nothing in this Agreement shall be construed as (i) in any way impairing the authority of the NPS to supervise, regulate, and administer its property under applicable laws, regulations, and management plans or policies as they may be modified from time-to-time or (ii) inconsistent with or contrary to the purpose or intent of any Act of Congress.

G. Agency: The City is not an agent or representative of the United States, the Department of the Interior, or the NPS, nor will the City represent itself as such to third parties.

H. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original (including copies sent to a party by facsimile transmission) as against the party signing such counterpart, but which together shall constitute one and the same instrument.

I. Survival: Any and all provisions that, by themselves or their nature, are reasonably expected to be performed after the expiration or earlier termination of this Agreement shall survive and be enforceable after the expiration or earlier termination of this Agreement. Any and all liabilities, actual or contingent, that have arisen during the term of this Agreement and in connection with this Agreement shall survive expiration or termination of this Agreement.

J. Partial Invalidity: If any provision of this Agreement or the application thereof to any party or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement or the application of such provision to the parties or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

K. Captions and Headings: The captions, headings, article numbers, and paragraph numbers and letters appearing in this Agreement are inserted only as a matter of convenience and in no way shall be construed as defining or limiting the scope or intent of the provisions of this Agreement nor in any way affecting this Agreement.

L. Public Information:

6 (1) The City will not publicize or otherwise circulate promotional material (such as advertisements, sales brochures, press releases, speeches, pictures, still and motion pictures, articles, manuscripts or other publications) which states or implies Federal Government, Departmental, bureau, or Federal Government employee endorsement of a product, service, or position which the City represents. No release of information relating to this Agreement may state or imply that the Federal Government approves of the work product of the City or considers the City's work product to be superior to other products or services.

(2) The City will ensure that all information submitted for publication or other public releases of information regarding this project will carry the following disclaimer: "The views and conclusions contained in this document are those of the authors and should not be interpreted as representing the opinions or policies of the U.S. Government. Mention of trade names or commercial products does not constitute their endorsement by the U.S. Government.

(3) Nothing in this section shall be primary to the requirements of the City and NPS to comply with all ordinances, laws, rules and regulations enacted by any government body or agency related to the release of public information and data as they apply to each party, including the Minnesota Data Practices Act to the extent that it applies to this agreement or any information related to this agreement.

ARTICLE XI - SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date of the last signature.

For NPS:

� o. Aii&Do·� John 0. Anfinson, Superintendent Date

,t/\ :. For the Ci yo

Date

Approved as to Form:

Date

Appendix G Tettegouche Visitor Center MnDOT Contract No: 05289 MAINTENANCE & OPERATIONS AGREEMENT SWIFT Contract No: 733 4/A1 01.02.14 ///3p q

STATE OF MINNESOTA INTERAGENCY PARTNERSHIP AGREEMENT for MAINTENANCE & OPERATIONS of the TETTEGOUCHE VISITOR CENTER and SAFETY REST AREA S.P. 3807-52 M.P. CBI 3811 (174)

This agreement is entered into by and between DEPARTMENT OF NATURAL RESOURCES ("DNR") and the DEPARTMENT OF TRANSPORTATION ("MnDOT") acting through their respective Commissioners,

Recitals 1. Minnesota Statutes §174.02, subd. 6 (a), Authorizes the Commissioner of Transportation to enter into agreements to facilitate the implementation of intergovernmental efficiencies, effectiveness, and cooperation, and to promote and encourage economic and technological development in transportation matters within and between governmental and nongovernmental entities; and

2. Minnesota Statutes §84.027, subd. 14, Authorizes the Commissioner of Natural Resources to use innovative fiscal and human resource practices to manage the state's resources and operate the department as efficiently as possible; and coordinate the department's activities wherever appropriate with the activities of other governmental agencies; and

3. Laws of Minnesota, 1979, chapter 301, section 10, established Tettegouche State Park, and authorized DNR to acquire and lease property to operate the park; and

4. Minnesota Statutes §86A.05, subd. 12 authorizes MnDOT to establish rest areas and to administer them in cooperation with other agencies; and

5. MnDOT and DNR jointly constructed and have operated a State Park Visitor Center/Safety Rest Area ("Facility") at this location, on Highway 61 since,1985. Agreement Number 62488 describes the responsibilities of each Party.

6. MnDOT and DNR have identified the need to replace the existing facility and each have secured the necessary funds with which to do so; and

7. Mn/DNR and DNR have entered in the following agreements related to the new facility:

7.1. Design Agreement MnDOT and DNR entered into Agreement Number 99020P, effective 08/29/11, expiration 01/30/14, to set forth responsibilities for the design of the facility, acquisition of additional property as needed, and performance of other pre-construction activities.

7.2. Construction Agreement MnDOT and the DNR entered into Agreement Number 991 19P, effective 06/12/12, expiration 06/12/17, to identify key processes to follow, define roles and responsibilities, and identify cost sharing from soliciting bids to project award through construction to include the project's warranty period.

7.3. Maintenance and Operations Agreement (this Agreement) MnDOT and the DNR will enter into this Agreement to identify key processes to follow, define roles and responsibilities for routine facility operations, maintenance, repairs, and capital improvements.

These agreements supersede Agreement Number 62488 between MnDOT and the DNR.

RG MnDOT Original 1 of 12 Tettegouche Visitor Center MnDOT Contract No: 05289 MAINTENANCE & OPERATIONS AGREEMENT SWIFT Contract No: 01.02.14 Agreement

1. Term of Agreement 1.1. Effective date: This agreement will be effective upon execution by DNR and MnDOT pursuant to Minnesota ' Statutes 16C.05. 1.2. Expiration date: This agreement will remain in effect for the useful life of the Facility, or until superseded by another agreement between DNR and MnDOT, or terminated per Section 14 Termination. 1.3. Exhibits: This agreement incorporates the following exhibits: • 1.3.1. Exhibit A: Definitions and Responsibilities 1.3.2. Exhibit B: Cost Share: Percentage by Agency, Operational Services and Expenses, and Maintenance & Repair Services 1.3.3. Exhibit C: Site Map: Snow and Ice Removal Responsibilities.

2. Limitations 2.1. DNR and MnDOT must comply with all applicable Federal and State laws and regulations. 2.1.1. Non-discrimination. It is the policy of the FHWA and the State of Minnesota that no person in the United States will, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance (42 U.S.C. 2000d). Through expansion of the mandate for nondiscrimination in Title VI and through parallel legislation, the prescribed bases of discrimination include race, color, sex, national origin, age, and disability. In addition, the Title VI program has been extended to cover all programs, activities and services of an entity receiving Federal financial assistance, whether such programs and activities are Federally assisted or not. Even in the absence of prior discriminatory practice or usage, a recipient in administering a program or activity to which this part applies, is expected to take affirmative action to assure that no person is excludedfrom participation in, or is denied the benefits of, the program or activity on the grounds of race, color, national origin, sex, age, or disability. It is the responsibility of the DNR and MnDOT to carry out the above requirements.

2.1.2. Workers' Compensation. MnDOT and DNR shall be responsible for their own agency employees respectively for any and all claims that may arise under the Workers' Compensation Act of Minnesota on behalf of said employees. MnDOT and DNR will require proof of Workers' Compensation Insurance from any contractor and sub-contractor.

2.1.3. Utilities. The DNR and MnDOT will treat all public, private or cooperatively owned utility facilities which directly or indirectly serve the public and which occupy highway rights of way in conformance with (23 CFR 645) "Utilities" which is incorporated herein by reference.

3. Audit 3.1. DNR and MnDOT will comply with the Single Audit Act of 1984 and Office of Management and Budget (OMB) circular A-133 including amendments and successors thereto, which are incorporated herein by reference. As provided under Minnesota Statutes Section 16C.05, subdivision 5, all books, records, documents, and accounting procedures and practices of the DNR and MnDOT are subject to examination by either the Legislative Auditor or the State Auditor as appropriate, for a minimum of six years.

3.2. DNR and MnDOT will be jointly responsible for any costs associated with the performance of the audit subject to an encumbrance of funds.

4. Government Data Practices 4.1. Parties must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by and data created, collected, received, stored, used, maintained, or disseminated by a Party pursuant to this agreement. The civil remedies of Minnesota Statutes § 13.08 apply to the release of the data referred to in this clause by a Party.

MnDOT Original 2 of 12 Tettegouche Visitor Center MnDOT Contract No: 05289 MAINTENANCE & OPERATIONS AGREEMENT SWIFT Contract No: 01.02.14

5. Authorized Representatives 5.1 Each Agency's Authorized Representative will be responsible for administering this Agreement, and will have the authority to make such decisions, and to give or receive such notices required or permitted by this Agreement. 5.1.1. DNR's Authorized Representative is: Mark H. Kovacovich, DNR Parks & Trails, District Operations Supervisor, or his successor Department of Natural Resources 1568 Hwy 2 Two Harbors, MN 55616 Email: [email protected] Phone: (218) 834-1428 5.1.2. MnDOT's Authorized Representative is: Pat Huston, Assistant District Engineer-Operations, or his successor MnDOT District 1 1123 Mesaba Avenue Duluth, MN 55811 Email: [email protected] Phone: (218) 725-2707-

6. Agency Point of Contact 6.1. Each Agency's Point of Contact will be responsible for problem resolution with regard to maintenance and operations of the facility. 6.1.1. DNR's Point of Contact is: Philip Leversedge, Tettegouche State Park Manager, or his successor Tettegouche State Park 5702 Highway 61 Silver Bay, MN 55614 Email: [email protected] Phone: (218) 226-6365 6.1.2. MnDOT's Point of Contact is: Fred Johansen, State Programs Administrative Supervisor Principal — Facilities Management, or his successor MnDOT District 1 1123 Mesaba Avenue Duluth, MN 55811 Email: fred.johansenOstate.mn.us Phone: (218) 725-2727

7. Operations Task Force 7.1. The Operations Task Force consists of each Agency's Authorized Representative and Point of Contact, and others designated by each agency. 7.2. Roles and Responsibilities 7.2.1. Meet to review the Agreement, including each agency's responsibilities and cost-sharing percentages and to propose revisions as necessary. 7.2.1.1. Any alterations, variations, modifications or waivers of provisions of this agreement shall be valid only after issued as an amendment to this agreement and signed by each agency. 7.2.2. Determine the specific maintenance and operational responsibilities, including cost sharing percentages of each agency for items not covered by the agreement. 7.2.3. Determine the most efficient and cost effective method of cost-sharing within applicable statutes, rules and agency policies.

8. Facility 8.1. The Facility consists of the following built infrastructure built within the MnDOT right-of-way: visitor center building, access road, oversize vehicle parking lot, vehicle parking lot, picnic shelter, wood shed, amphitheater, picnic grounds, overlooks, outdoor plaza, sidewalks and paths. It also includes water, and storm water utilities, parking lot and site lighting, stand-by generator, photo voltaic electrical panels, site amenities and landscaping. 8.2. The Facility also includes the entire wastewater utility built both on State Park property and MnDOT right-of-way.

MnDOT Original 3 of 12 Tettegouche Visitor Center MnDOT Contract No: 05289 MAINTENANCE & OPERATIONS AGREEMENT SWIFT Contract No: 01.02.14

9. Financial Responsibility of Each Agency 9.1. MnDOT and DNR will collaborate to provide the most cost effective and efficient solution to operations, routine maintenance and repair; and major maintenance and repairs to the Facility. 9.2. Each agency will pay for operational, maintenance and repair costs under this Agreement according to the cost- share percentages listed in Exhibit B. The cost-share percentages are based on the primary purpose for each cost item or the space allocation of the Facility, or both. 9.2.1. Each payment under this agreement must be preceded by an appropriation and encumbrance of funds. 9.3. DNR is responsible for contracting, purchasing and invoicing of all operational services and expenses; and maintenance and repair services except as listed in this section. 9.4. MnDOT is responsible for contracting, purchasing and invoicing of maintenance and repairs services for access roads, parking lots and site lighting, including the electric service for the parking lots and site lighting. 9.5. Each agency is responsible for their agency's payment to the vendor. 9.5.1. The agency responsible for service will place the order with the vendor. 9.5.1.1. The agency will share all purchasing information with the partner agency. 9.5.1.2. Each agency is responsible for creating purchasing documents to allow payment of that agency's percentage of the expense. 9.5.1.3. The agency receiving the original vendor invoice will pay their percentage to the vendor and will send a copy of the invoice to the partner agency indicating their share to pay. 9.5.1.4. The partner agency will pay their proportional percentage to the vendor. 9.6. Each agency is responsible for maintaining record of all contracts, purchase orders, invoices and payments paid by their respective agency.

10. Responsibility of Each Agency 10.1. Each party will perform their assigned roles and duties as described in Exhibit A.

11. Tort Liability 11.1. Parties accept sole responsibility for their own acts and omissions and the results thereof to the extent authorized by Minnesota Statutes §3.736 and other applicable law. The DNR will include suitable insurance and indemnity provisions in its contracts with consultants performing services related to this project.

12. Assignment, Amendments, Waiver, and Contract Complete 12.1. Assignment. No Party may assign or transfer any rights or obligations under this agreement without the prior consent of the other Parties and a fully executed Assignment Agreement, executed and approved by the same Parties who executed and approved this agreement, or their successors in office. 12.2. Amendments. Any amendment to this agreement must be in writing and will not be effective until it has been executed and approved by the same Parties who executed and approved the original agreement, or their successors. 12.3. Waiver. If a Party fails to enforce any provision of this agreement, that failure does not waive the provision or a Party's right to subsequently enforce it. 12.4. Contract Complete. This agreement contains all negotiations and agreements between the Parties. No other understanding regarding this agreement, whether written or oral, may be used to bind a Party.

13. Dispute Resolution 13.1. Parties must work cooperatively to resolve disputes in the most expedited and cost-effective manner possible. Parties will adhere to the following process to resolve disputes that have come to an impasse. 13.1.1.. Party claiming a dispute exists must give written notice to the Tettegouche Park Manager, specifying the nature of the dispute and the issues involved. 13.1.2. Parties enter into negotiations. 13.1.3. If negotiations fail, Parties resolve issue through mediation using the Bureau of Mediation Services, Hamlin Law School or another mediator as mutually agreed. Where mediation results in dispute resolution, the Mediator must submit a written document to Both Parties stating the terms to which the Parties agree to for dispute resolution. 13.1.4. If mediation fails the Parties agree to terminate the agreement. Mediator must submit a written document to Both Parties stating that the Parties were not able to come to an agreement to resolve the dispute. Refer to the termination section of this agreement.

MnDOT Original 4 of 12 Tettegouche Visitor Center MnDOT Contract No: 05289 MAINTENANCE & OPERATIONS AGREEMENT SWIFT Contract No: 01.02.14

14. Termination 14.1. Parties may terminate the agreement under any of the following conditions: 14.1.1. The Dispute Resolution process ended with mediation failing. 14.1.2. Both Parties agree to terminate the agreement. 14.1.3. This agreement may be terminated by the DNR or MnDOT at any time, with or without cause, upon ninety (90) days written notice to the other party. Such termination will not remove any unfulfilled financial obligations of either agency as set forth in this Agreement. 14.1.3.1.A party is not obligated to pay for any services that are provided after notice and effective date of termination. However, a party will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. A party will endeavor to provide the other party notice of the lack of funding within a reasonable time of the party's receiving that notice.

DEPARTME MINNESOTA DEPAR DNR Mn/ DOT By: By: (with delegate thority) Title: Title: fi

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*Note: Please attach the applicable Delegation of Authority if necessary.

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MnDOT Original 5 of 12 Tettegouche Visitor Center MnDOT Contract No: 05289 MAINTENANCE & OPERATIONS AGREEMENT SWIFT Contract No: 01.02.14

Exhibit A: Definitions and Responsibilities

1. Exhibit A provides supplemental information under this Agreement 05289 between the DNR and MnDOT. Its purpose is to: 1.1. Define Operational Services and Expenses. 1.2. Define Maintenance and Repair Services. 1.3. Define Facility: Definition of Public Spaces 1.4. Define Responsibilities for Operational Services and Expenses. 1.5. Define Responsibilities for Maintenance and Repair Services. 1.6. Identify Custodial Services for Visitor Center/ Safety Rest Area. 1.7. Define Responsibilities for Grounds Maintenance.

2. Definition of Operational Services and Expenses 2.1. Operational Services include all utility services, electrical, heating, trash and recycling, telephone, internet; routine service to building systems (HVAC, Building Automated Systems, Security/Surveillance, water); operations of water and wastewater systems; and custodial services not covered by the contract between MnDOT and Green View Inc. 2.1.1. Operational Services include recurring maintenance and repairs defined as those activities that are scheduled services in shared use spaces. 2.2. Operational Expenses include: 2.2.1. Custodial supplies (i.e. toilet paper, garbage bags, cleaning supplies, etc.) 2.2.2. Small tools and equipment (weed trimmers, leaf blower, ladders, shovels, rakes, etc.) 2.2.3. Large cleaning equipment (floor cleaning/polishing equipment, wet/dry vacuum, etc.) 2.2.4. Grounds keeping equipment (mowers, snow blower, etc.)

3. Definition of Maintenance and Repair Services 3.1. Facility Maintenance and Repair Services - Except Access Roads, Parking Lots and Site Lighting 3.1.1. Routine Maintenance and Repairs 3.1.1.1. Routine maintenance and repairs are defined as those activities costing $250.00 or less per incident. This work includes any and all maintenance and repairs except for recurring maintenance and service as defined in Operational Services (Section 2.1). 3.1.2. Major Maintenance and Repairs 3.1.2.1 Major maintenance and repairs are defined as those activities, listed above, costing more than $250.00 per incident. 3.2. Maintenance and Repair Services - Access Roads, Parking Lots and Site Lighting 3.2.1. Routine Maintenance and Repairs 3.2.1.1. Routine maintenance and repairs are defined as those activities costing $1,000.00 or less per incident. 3.2.2. Major Maintenance and Repairs 3.2.2.1. Major maintenance and repairs are defined as those activities estimated to be more than $1,000.00 per incident. 3.3. Facility — Definition of Public Spaces 3.3.1. For the purpose of identifying the financial and work responsibilities of each agency and to define work priorities for Green View Inc.; the Facility, identified in the Agreement, is further defined as: 3.3.1.1. Primary Rest Area Spaces — includes the rest rooms, foyer and vestibules, parking lot areas and surrounding walkways and grounds. 3.3.1.2. Common Public Spaces — includes the great room, plaza, picnic shelter, picnic sites, pathways and overlooks and other grounds areas.

Exhibit A 1 MnDOT Original 6 of 12 Tettegouche Visitor Center MnDOT Contract No: 05289 MAINTENANCE & OPERATIONS AGREEMENT SWIFT Contract No: 01.02.14

3.3.1.3. Other Public Spaces — includes the amphitheater, multi-purpose room, interpretive room and nature store.

4. Responsibilities for Operational Services and Expenses 4.1. DNR has lead responsibility for coordinating Operational Services and Expenses. 4.2. MnDOT will provide support as needed when requested by Tettegouche State Park Manager (Park Manager). 4.3. DNR is responsible for contracting, purchasing and invoicing of all operational services and expenses; except as listed in this section. 4.4. MnDOT is responsible for contracting, purchasing and invoicing for parking lot and site lighting electrical service. 4.5. MnDOT is responsible for contracting with Green View Inc. for base-level custodial services. 4.6. DNR and MnDOT will consult and coordinate before undertaking any custodial services not covered by Green View Inc. 4.7. DNR and MnDOT will consult and coordinate on purchase of Large Cleaning Equipment and Grounds Keeping Equipment.

5. Responsibilities for Maintenance and Repair Services 5.1. DNR has lead responsibility for coordinating Maintenance and Repair Services except as listed in this section. 5.1.1. DNR will coordinate all routine maintenance and repairs. 5.1.2. DNR and MnDOT will consult and coordinate before undertaking any major maintenance and repairs. 5.1.3. MnDOT may provide available personnel to assist with major maintenance and repairs. 5.2. MnDOT has lead responsibility for the maintenance of the access road, parking lots and all facilities a part thereof, including the site lighting. 5.2.1. MnDOT will coordinate all routine maintenance and repairs. 5.2.2. MnDOT and DNR will consult and coordinate before undertaking any major maintenance and repairs.

6. Custodial Services for Visitor Center/ Safety Rest Area 6.1. Contract Services - MnDOT will contract with Green View, Inc., hereinafter referred to as "Green View", to provide the necessary staff to perform custodial and grounds maintenance services within the common areas of visitor center/safety rest area for base level service. 6.1.1. MnDOT will pay Green View 100% of the cost of the base-level service. Base level service is defined as up to 365 day, 16 hour coverage; and a lead worker. 6.1.2. DNR may contract separately with Green View and pay 100% of the costs for any personnel needed in excess of the base-level service. 6.2. Custodial Management Responsibilities 6.2.1. Green View will hire low-income, retired persons to provide custodial and grounds maintenance services for the Facility. Green View will be responsible for all aspects of supervision of Green View custodians. 6.2.2. DNR, through the Park Manager, will coordinate with Green View administrative staff to direct the Green View lead worker and custodial staff. 6.3. Custodial Staff Responsibilities 6.3.1. Green View will provide custodial maintenance to Primary Rest Area Spaces as first priority of service. 6.3.1.1. Maintenance of walkways shall include, but not be limited to litter and debris clean-up, snow and ice removal as defined in Section 7.1.7; and other maintenance activities necessary to keep the walkways in a safe and useable condition.

Exhibit A 2 MnDOT Original 7 of 12 Tettegouche Visitor Center MnDOT Contract No: 05289 MAINTENANCE & OPERATIONS AGREEMENT SWIFT Contract No: 01.02.14

6.3.2. Green View will provide custodial maintenance to Common Public Spaces as second priority of service. 6.3.3. Green View will provide grounds maintenance services such as mowing as a third priority of service. 6.3.4. At the request of the Park Manager, Green View may provide light cleaning and custodial maintenance in Other Public Spaces as lowest priority of service.

7. Grounds Maintenance 7.1. Snow and Ice Removal 7.1.1. DNR and MnDOT will cooperate on snow removal for the visitor center entrance road and parking lots. 7.1.2. MnDOT will have primary responsibility for the access road from Highway 61 and for the oversized vehicle parking lot. 7.1.3. MnDOT snow removal crews will maintain safe access from Trunk Highway (TH 61) to the oversize vehicle parking lot during snow events. Snow removal from the oversize vehicle parking lot will not be completed until TH 61 is clear. 7.1.4. DNR will have primary responsibility for the visitor center car parking lot. 7.1.5. DNR will assist with snow removal from the access road and oversized vehicle parking lot until MnDOT crews have completed work on TH 61 and are able to complete snow removal at the rest area. 7.1.6. DNR will assist with snow removal in areas where MnDOT equipment has difficulty maneuvering. 7.1.7. Green View will have primary responsibility for snow and ice removal from areas designated as First Priority in Exhibit C. 7.1.8. At the request of the Park Manager, Green View may assist DNR with snow and ice removal from areas designated as Second Priority in Exhibit C. 7.1.9. DNR will assist Green View with snow and ice removal from areas designated as First Priority in Exhibit C on an as-needed basis. 7.1.10.MnDOT will assist with snow removal requiring heavy equipment. Park Manager will coordinate with MnDOT subarea supervisor as needed. 7.1.11. DNR and MnDOT will cooperatively develop a plowing plan that minimizes impacts to landscape plantings, sidewalks and infrastructure, and provides optimal visitor access and manages water quality from snow melt and runoff. 7.2. Vegetation Maintenance 7.2.1. DNR is responsible for care and maintenance of all landscape vegetation on the site. 7.2.2. DNR and MnDOT will consult and coordinate replacement of landscape vegetation on the site.

Exhibit A 3 MnDOT Original 8 of 12 Tettegouche Visitor Center MnDOT Contract No: 05289 MAINTENANCE & OPERATIONS AGREEMENT SWIFT Contract No: 01.02.14

Exhibit B: Cost Share: Percentages by Agency, Operational Services and Expenses and Maintenance & Repair Services

1. Exhibit B provides supplemental information to Agreement 05289 between the DNR and MnDOT. Its purpose is to: 1.1. Define Cost-Share Percentages of Facility. 1.2. Identify Cost-Share Percentages for Operational Services and Expenses. 1.3. Identify Cost-Share Percentages for Maintenance & Repair Services.

1.1 Cost-Share Percentages of Facility This table defines the cost-sharing percentage for each major facility included in the Tettegouche Visitor Center and Safety Rest Area. It is based on primary function and use of space. The purpose of Table 1.1 is to provide a basis for cost-share percentages as listed in Tables 1.2 and 1.3, respectively.

Table 1.1 Basis of Cost Sharin Square MnDOT DNR MnDOT DNR Facility Footage SF SF Percentage Percentage (SF) Visitor Center 10,400 4,056 6,344 39% 61% • Rest Rooms, Vestibules/Foyer, Great Room, Multipurpose Room, Interpretive Exhibit Room , Nature Store, DNR Administrative Space, DNR Warehouse Space, Green View Office, Green View Storage, Mechanical/Electrical Spaces

Picnic Shelter 50% 50% • Pavement, Utilities, Amenities • Access Road & Lighting 50% 50% • Oversize Vehicle Parking Lot & Lighting 100% • Car Parking Lot & Lighting 50% 50% • Waste Water & Water Utilities 57% 43% • Photo voltaic System 50% 50% • Sidewalks, Paths & Overlooks 50% 50% • Site & Building Furniture & Amenities 50% 50% (Common Public Spaces)

• Site & Building Furniture & Amenities 100% (Other Public Spaces)

• Wood Shed 100%

Staff & Equipment • Green View Contract Labor — Base Level 100%

• Stand-by Generator 50% 50%

Exhibit B 1

MnDOT Original 9 of 12 Tettegouche Visitor Center MnDOT Contract No: 05289 MAINTENANCE & OPERATIONS AGREEMENT SWIFT Contract No: 01.02.14 • Grounds Keeping Equipment 50% 50% • Building Maintenance Equipment 50% 50%

• Custodial Supplies & Small Tools 100%

1.2 Cost-Share Percentages for Operational Expenses. This table identifies the cost-sharing percentages for operational services and expenses as defined in Exhibit A - Section 2.

Table 1.2 Operational Services and Expenses Cost Sharing Percentages , DNR MnDOT Item Description Percentage Percentage Electric Service Visitor Center Based on Visitor Center — SF % 39% 61% Lighting primarily serves Safety Rest Area Parking/Site Lighting Function 100% Wastewater Mound Higher demand based on Rest Area services 57% 43% Liquid Propane Gas Based on Visitor Center — SF % 39% 61% Trash & Recycling Services Equal share 50% 50% Telephone Service DNR has primary need for phone system 100% TTY required for Rest Area; TTY Service Fees (monthly fees) No monthly service fee NA NA Internet Service Based on estimated band width usage 5% 95%

Electrical & Mechanical System Services Based on Visitor Center — SF % 39% 61% Water & Wastewater System Services — (Includes scheduled PM services and septic tank pumping) Higher demand based on Rest Area services 57% 43% Recurring Maintenance Services — (Includes scheduled services in shared use spaces) Based on Visitor Center — SF % 39% 61%

Custodial Services - Green View Inc - Base Base level service as defined in Exhibit A — Level Service Section 7 100% Purchase of Custodial Supplies, Small Tools & Equipment As defined in Exhibit A — Section 2.2.1. & 2.2.2 100%

Purchase of Large Cleaning Equipment As defined in Exhibit A — Section 2.2.3. 50% 50%

Purchase of Grounds Keeping Equipment As defined in Exhibit A — Section 2.2.4. 50% 50%

Exhibit B 2

MnDOT Original 10 of 12 Tettegouche Visitor Center MnDOT Contract No: 05289 MAINTENANCE & OPERATIONS AGREEMENT SWIFT Contract No: 01.02.14

1.3 Cost-Share Percentages for Maintenance & Repair Services This table identifies the cost-sharing percentages for maintenance and repair services as defined in Exhibit A- Section 3.

Table 1.3: Maintenance and Repair Services Cost Sharing

Routine Maintenance & Major Maintenance & Repairs ($250 or Less Repairs (More Than $250 Per Per Incident) Incident)

MnDOT DNR MnDOT DNR Facility Percentage Percentage Percentage Percentage Visitor Center 100% 39% 61% Picnic Shelter 100% 50% 50% Waste Water & Water Utilities 100% 57% 43% Sidewalks, Paths & Overlooks 100% 50% 50% Site & Building Furniture & Amenities (Common Public Spaces) 100% 50% 50% Site & Building Furniture & Amenities (Other Public Spaces) 100% 100% Photo voltaic System 100% 39% 61% Wood Shed 100% 100% Amphitheater 100% 100% Equipment Security and Surveillance 100% 50% 50% Stand-by Generator 100% 50% 50% Small Tools and Equipment 100% 100% Large Cleaning Equipment 100% 50% 50% Grounds Keeping 100% 50% 50% Routine Maintenance & Major Maintenance & Repairs ($1,000 or Less Repairs (More Than $1,000 Per Incident) Per Incident)

MnDOT MnDOT DNR Facility Percentage DNR Percentage Percentage Percentage Oversize Vehicle Parking Lot 100% 100% - Lighting 100% 100% Car Parking Lot & Access Road 100% 50% 50% - Lighting 100% 50% 50%

Exhibit B 3

MnDOT Original 11 of 12

Date: 01.02.14 Tettegouche Visitor Center MnDOT Contract No: 05289 MAINTENANCE & OPERATIONS AGREEMENT SWIFT Contract No:

STATE OF MINNESOTA INTERAGENCY PARTNERSHIP AGREEMENT for MAINTENANCE & OPERATIONS of the TETTEGOUCHE VISITOR CENTER and SAFETY REST AREA S.P. 3807-52 M.P. CBI 3811 (174)

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EXHIBIT C Site Map: Snow and Ice Removal Responsibilities LEGEND First Priority Second Priority DNR may maintain Green View Winter Parking- Electric box for vehicle heater I

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MnDOT Original 12 of 12