REQUEST FOR COUNCIL ACTION

Date: July 12, 2021 Item No.: 9.e

Department Approval City Manager Approval

Item Description: Approve Grant Agreement to the State of Minnesota and Architect for the Guidant John Rose Minnesota OVAL Projects

1 BACKGROUND 2 The 2020 State Bonding Bill included $3,900,000 for general improvements to the Guidant John 3 Rose Minnesota OVAL available in 2021. The project needs to be complete and funds utilized 4 by December 31, 2024. 5 6 On March 22, 2021 the City Council authorized a required resolution and grant application for 7 the State to review and approved to allow the city to proceed toward the next step of an actual 8 grant agreement and further the project planning. 9 10 Staff has continued to work with the State of Minnesota and the City Attorney on the official 11 Construction Grant Agreement, it is attached for your review and approval. 12 13 Grant Agreement 14 To proceed with the projects, the State of Minnesota requires the attached grant agreement be 15 approved. Included in the agreement is a declaration that is required with all General Obligation 16 Bond funded projects that imposes a restriction that any future transfer of the property needs to 17 be done with State consent. It is the position of the State of Minnesota that the terms in the grant 18 agreement are non-negotiable. 19 20 Architectural/Engineering Needs 21 As part of the grant agreement, the specific architect information is expected to be named. 22 23 The capital budget request that was submitted to the State of Minnesota were pre-design amounts 24 with the full understanding that the specific design/engineering work would need to be done as a 25 part of the project and budget. The funds for these planning and management items is included in 26 the budget. Staff solicited proposals from three engineering firms for a design - bid - build 27 approach with the following results: 28 Firm Base Proposal *Alternate #1 **Alternate #2 Total 29 B32 Engineering Group $263,900 n/a $9,850 $273,750 30 KFI Engineers $240,000 $26,000 n/a $266,000 31 Stantec Consulting Group $328,000 n/a n/a $328,000 32 *Add Alternate #1 – Commissioning – this will be done as part of the contractors responsibility

Page 1 of 4 33 to ensure operations 34 ** Add Alternate #2 – Study Geothermal (study feasibility and options, not to construct) 35 n/a – no proposal 36 37 After careful review and consideration of each firm, their overall understanding of the project 38 and the fee proposals, staff is recommending that the City of Roseville enter into an agreement 39 with B32 Engineer Group for this project including the alternate to study connecting to the 40 existing Geothermal system for a cost of $273,750 (proposal is attached). 41 42 The B32 Engineer Group is familiar with the facility and has a full understanding of the project. 43 They were the engineers that led us through a catastrophic mechanical failure renovation project 44 in 2005 and did an excellent job. 45 46 The proposed construction timeframe is late fall through October 2022 with some potential 47 carryover into 2023. 48 49 Final bids and construction schedule will be brought to the City Council for final approval. 50 51 An overview of the identified projects and predesign cost estimates based on the 2018 dollar 52 value and Condition Assessment Report are as follows: 53 54 Project Pre-Design Estimates 55 1. Renovate Refrigeration Plant 56 Compressors $ 140,000 57 Chiller $ 830,000 58 Condenser and Pumps $ 340,000 59 Treatment/Ammonia Detection, Electrical Systems $ 250,000 60 61 2. Renovate Brine Pumping Systems 62 Brine Replacement and Filtration $ 60,000 63 Pumps $ 100,000 64 Expansion Tanks $ 32,000 65 66 3. Renovate Concrete Refrigeration Rink 67 Renovate Expansion Joints $ 200,000 68 New Insulated Grade Beams with expansion joints $ 525,000 69 70 4. Renovate Perimeter Paving $ 90,000 71 Mill and blacktop perimeter (training track) of OVAL 72 73 5. Renovate Perimeter and Underground Drainage System $ 142,000 74 Mill and blacktop perimeter (training track) of OVAL/turf 75 improvements. All this is to improve drainage systems to 76 prevent water from undermining the slab 77 78 6. Replace Padding and Fence System $ 450,000 79 Replace fence surrounding the OVAL to secure padding system 80 Replace padding system around the OVAL to meet world

Page 2 of 4 81 competition standards 82 83 Subtotal before contingency and planning/management costs $ 3,159,000 84 Contingency and planning/management costs $ 821,340 85 Total with contingency, planning/management costs $ 3,980,340 86 87 Based upon the time lapse from the cost estimates (inflationary factors), it may be necessary to 88 value engineer this project. 89 90 Following the completion of all necessary State of Minnesota documents, the anticipated 91 timeframe for the project is 2021/2022/2023. The next steps as identified are as follows: 92 • Submit resolution and grant application to the State of Minnesota – COMPLETE 93 • Project internal review by the State – COMPLETE 94 • Preparation and approvals to execute final grant agreement – COMPLETE 95 • Execute final grant agreement with the city and authorize engineer to develop 96 plans and specifications – July 12, 2021 97 • Prepare plans and specifications – Summer/Fall 2021 98 • Advertise for competitive bids – Fall 2021 99 • Begin project – Fall 2021/Winter 2022 100 101 We are hopeful that the required steps can progress so that work can begin in 2021 with 102 continuation and substantial completion in the off-ice season 2022. 103 104 POLICY OBJECTIVE 105 The proposed project, grant agreement and the use of professional engineering services are 106 consistent with city policy on performing necessary work outside of the realm of staff for the 107 proper execution of the project and the safe operation of the city infrastructure. 108 109 FINANCIAL IMPACTS 110 Approval of the attached grant agreement will allow the State of Minnesota to formally begin the 111 grant process for the projects. 112 113 The cost for architectural/engineering services as outlined in the attached proposal provided by 114 B32 Engineering Group for a cost of $273,750 will be taken from the State Bond proceeds. 115 116 STAFF RECOMMENDATION 117 To meet State requirements, staff recommends that the Mayor and City Manager be authorized to 118 sign the attached grant agreement. 119 120 Staff also recommends that based upon the proposals received, that the City Manager be authorized 121 to enter into an agreement with B32 Engineering Group for a cost of $273,750 as outlined in the 122 attached proposal. 123 124 REQUESTED COUNCIL ACTION 125 1) Motion authorizing the Mayor and City Manager to sign the attached construction grant 126 agreement with the State of Minnesota for the Guidant John Rose Minnesota OVAL project 127 as presented. 128 129 2) Motion Authorizing the City Manager to enter into an agreement with the B32 Engineering Page 3 of 4 130 Group for a cost of $273,750 for professional engineering services for the projects as 131 outlined to be paid for out of the grant proceeds planning/management budget.

Prepared by: Lonnie Brokke, Director Matthew Johnson, Assistant Director

Attachments: A. 2021 Special Appropriation General Obligation Bond Grant Agreement B. Standard Agreement for Professional Services C. B32 Engineering Group Proposal – Guidant John Rose MN OVAL Ice System Improvement Project

Page 4 of 4 Attachment A

SPAP-20-0033-P-FY21

SC

General Obligation Bond Proceeds Grant Agreement - Construction Grant for the Roseville – Guidant John Rose Oval Project under the General Obligation Bonds Program

Generic GO Bond Proceeds Ver – 6/30/14 Grant Agreement for Program Construction Grants TABLE OF CONTENTS

RECITALS

Article I - DEFINITIONS Section 1.01 – Defined Terms

Article II - GRANT Section 2.01 – Grant of Monies Section 2.02 – Public Ownership Section 2.03 – Use of Grant Proceeds Section 2.04 – Operation of the Real Property and Facility Section 2.05 – Public Entity Representations and Warranties Section 2.06 – Ownership by Leasehold or Easement Section 2.07 – Event(s) of Default Section 2.08 – Remedies Section 2.09 – Notification of Event of Default Section 2.10 – Survival of Event of Default Section 2.11 – Term of Grant Agreement Section 2.12 – Modification and/or Early Termination of Grant Section 2.13 – Excess Funds

Article III – USE CONTRACTS Section 3.01 – General Provisions Section 3.02 – Initial Term and Renewal Section 3.03 – Reimbursement of Counterparty Section 3.04 – Receipt of Monies Under a Use Contract

Article IV – SALE Section 4.01 – Sale Section 4.02 – Proceeds of a Sale

Article V – COMPLIANCE WITH G.O. COMPLIANCE LEGISLATION AND THE COMMISSIONER’S ORDER Section 5.01 – State Bond Financed Property Section 5.02 – Preservation of Tax Exempt Status Section 5.03 – Changes to G.O. Compliance Legislation or the Commissioner’s Order

Generic GO Bond Proceeds Ver – 6/30/14 Grant Agreement for Program Construction Grants Article VI – DISBURSEMENT OF GRANT PROCEEDS Section 6.01– The Advances Section 6.02 – Draw Requisitions Section 6.03 – Additional Funds Section 6.04 – Conditions Precedent to Any Advance Section 6.05 – Construction Inspections

i Article VII- MISCELLANEOUS Section 7.01 – Insurance Section 7.02 – Condemnation Section 7.03 – Use, Maintenance, Repair and Alterations Section 7.04 – Records Keeping and Reporting Section 7.05 – Inspections by State Entity Section 7.06 – Data Practices Section 7.07 – Non-Discrimination Section 7.08 – Worker’s Compensation Section 7.09 – Antitrust Claims Section 7.10 – Review of Plans and Cost Estimates Section 7.11 – Prevailing Wages Section 7.12 – Liability Section 7.13 – Indemnification by the Public Entity Section 7.14 – Relationship of the Parties Section 7.15 – Notices Section 7.16 – Binding Effect and Assignment or Modification Section 7.17 – Waiver Section 7.18 – Entire Agreement Section 7.19 – Choice of Law and Venue Section 7.20 – Severability Section 7.21 – Time of Essence Section 7.22 – Counterparts Section 7.23 – Matching Funds Section 7.24 – Source and Use of Funds Section 7.25 – Project Completion Schedule Section 7.26 – Third-Party Beneficiary Section 7.27 – Public Entity Tasks Section 7.28 – State Entity and Commissioner Required Acts and Approvals. Section 7.29 – Applicability to Real Property and Facility Section 7.30 – E-Verification Section 7.31 – Jobs Reporting Requirements

Generic GO Bond Proceeds Ver – 6/30/14 Grant Agreement for Program Construction Grants Section 7.32 – Additional Requirements Attachment I – DECLARATION Attachment II – LEGAL DESCRIPTION OF REAL PROPERTY Attachment III – SOURCE AND USE OF FUNDS Attachment IV – PROJECT COMPLETION SCHEDULE

ii

Generic GO Bond Proceeds Ver – 6/30/14 Grant Agreement for Program Construction Grants General Obligation Bond Proceeds

Grant Agreement – Construction Grant for the Roseville – Guidant John Rose Oval Project under the General Obligation Bonds Program

THIS AGREEMENT shall be effective as of October 22, 2020, and is by and between the City of Roseville, Minnesota, a Minnesota municipal corporation and Plan B. Statutory City (the “Public Entity”), and the Minnesota Department of Employment and Economic Development (the “State Entity”).

RECITALS

A. The State Entity has created and is operating a Roseville- Guidant John Rose Oval (the “State Program”) under the authority granted by Minn. Stat. § Chapter 412 “Plan B Statutory City” (the “Statutory Authority”), and Minnesota Session Laws 2020, Fifth Special Session, Chapter 3, Article 3, Section 5, Subdivision 34 and all rules related to such legislation (the “State Program Enabling Legislation”).

B. Under the State Program, the State Entity is authorized to provide grants that are funded with proceeds of state general obligation bonds authorized to be issued under Article XI, § 5(a) of the Minnesota Constitution.

C. Under the State Program the recipients of a grant must use such funds to perform those functions delineated in the State Program Enabling Legislation.

D. The Public Entity submitted, if applicable, a grant application to the State Entity in which the Public Entity requests a grant from the State Program the proceeds of which will be used for the purposes delineated in such grant application.

E. The Public Entity has applied to and been selected by the State Entity for a receipt of a grant from the State Program in an amount of $3,900,000 (the “Program Grant”), the proceeds must be used by the Public Entity to perform those functions and activities imposed by the State Entity under the State Program and, if applicable, delineated in that certain grant application (the “Grant Application”) that the Public Entity submitted to the State Entity.

F. Under the provisions contained in Minnesota Session Laws 2020, Fifth Special Session, Chapter 3, Article 3, Section 5, and Subdivision 34, the Public Entity has been given the

Generic GO Bond Proceeds 1 Ver – 6/30/14 Grant Agreement for Program Construction Grants authority to perform those functions and activities required of it under the State Program and, if applicable, delineated in the Grant.

G. The Public Entity’s receipt and use of the Program Grant to acquire an ownership interest in and/or improve real property (the “Real Property”) and, if applicable, structures situated thereon (the “Facility”) will cause the Public Entity’s ownership interest in all of such real property and structures to become “state bond financed property”, as such term is used in Minn. Stat. § 16A.695 (the “G.O. Compliance Legislation”) and in that certain “Fourth Order Amending Order of the Commissioner of Finance Relating to Use and Sale of State Bond Financed Property” executed by the Commissioner of Minnesota Management and Budget and dated July 30, 2012, as amended (the “Commissioner’s Order”), even though such funds may only be a portion of the funds being used to acquire such ownership interest and/or improve such real property and structures and that such funds may be used to only acquire such ownership interest and/or improve a part of such real property and structures.

H. The Public Entity and the State Entity desire to set forth herein the provisions relating to the granting and disbursement of the proceeds of the Program Grant to the Public Entity and the operation of the Real Property and, if applicable, Facility.

IN CONSIDERATION of the grant described and other provisions in this Agreement, the parties to this Agreement agree as follows.

Article I DEFINITIONS

Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set out respectively after each such term (the meanings to be equally applicable to both the singular and plural forms of the terms defined), unless the context specifically indicates otherwise:

“Advance(s)” – means an advance made or to be made by the State Entity to the Public Entity and disbursed in accordance with the provisions contained in Article VI hereof.

“Agreement” - means this General Obligation Bond Proceeds Grant Agreement - Construction Grant for the Roseville Guidant John Rose OVAL Project under the General Obligation Bonds Program, as such exists on its original date and any amendments, modifications or restatements thereof.

“Approved Debt” – means public or private debt of the Public Entity that is consented to and approved, in writing, by the Commissioner of MMB, the proceeds of which were or will used to acquire an ownership interest in or improve the Real Property and, if applicable, Facility, other than the debt on the G.O. Bonds. Approved Debt includes, but is not limited to, all debt delineated in Attachment III to this Agreement; provided, however, the

Generic GO Bond Proceeds 2 Ver – 6/30/14 Grant Agreement for Program Construction Grants

Commissioner of MMB is not bound by any amounts delineated in such attachment unless he/she has consented, in writing, to such amounts.

“Architect”, if any means ______, which will administer the Construction Contract Documents on behalf of the Public Entity.

“Code” - means the Internal Revenue Code of 1986, as amended from time to time, and all treasury regulations, revenue procedures and revenue rulings issued pursuant thereto.

“Commissioner of MMB” - means the commissioner of Minnesota Management and Budget, and any designated representatives thereof.

“Commissioner’s Order” - means the “Fourth Order Amending Order of the Commissioner of Finance Relating to Use and Sale of State Bond Financed Property” executed by the Commissioner of Minnesota Management and Budget and dated July 30, 2012, as amended.

“Completion Date” – means December 31, 2023, the date of projected completion of the Project.

“Contractor” - means any person engaged to work on or to furnish materials and supplies for the Construction Items including, if applicable, a general contractor.

“Construction Contract Documents” - means the document or documents, in form and substance acceptable to the State Entity, including but not limited to any construction plans and specifications and any exhibits, amendments, change orders, modifications thereof or supplements thereto, which collectively form the contract between the Public Entity and the Contractor or Contractors for the completion of the Construction Items on or before the Completion Date for either a fixed price or a guaranteed maximum price.

“Construction Items” – means the work to be performed under the Construction Contract Documents.

“Counterparty” - means any entity with which the Public Entity contracts under a Use Contract. This definition is only needed and only applies if the Public Entity enters into an agreement with another party under which such other party will operate the Real Property, and if applicable, Facility. For all other circumstances this definition is not needed and should be ignored and treated as if it were left blank, and any reference to this term in this Agreement shall be ignored and treated as if the reference did not exist.

“Declaration” - means a declaration, or declarations, in the form contained in Attachment I to this Agreement and all amendments thereto, indicating that the Public Entity’s ownership interest in the Real Property and, if applicable, Facility is bond financed

Generic GO Bond Proceeds 3 Ver – 6/30/14 Grant Agreement for Program Construction Grants property within the meaning of the G.O. Compliance Legislation and is subject to certain restrictions imposed thereby.

“Draw Requisition” - means a draw requisition that the Public Entity, or its designee, submits to the State Entity when an Advance is requested, as referred to in Section 6.02.

“Event of Default” - means one or more of those events delineated in Section 2.07. “Facility”, if applicable, - means the Roseville – Guidant John Rose Oval, which is located, or will be constructed and located, on the Real Property and all equipment that is a part thereof that was purchased with the proceeds of the Program Grant.

“Fair Market Value” – means either (i) the price that would be paid by a willing and qualified buyer to a willing and qualified seller as determined by an appraisal that assumes that all liens and encumbrances on the property being sold that negatively affect the value of such property, will be paid and released, or (ii) the price bid by a purchaser under a public bid procedure after reasonable public notice, with the proviso that all liens and encumbrances on the property being sold that negatively affect the value of such property, will be paid and released at the time of acquisition by the purchaser.

“G.O. Bonds” - means that portion of the state general obligation bonds issued under the authority granted in Article XI, § 5(a) of the Minnesota Constitution the proceeds of which are used to fund the Program Grant and any bonds issued to refund or replace such bonds.

“G.O. Compliance Legislation” - means Minn. Stat. § 16A.695, as it may be amended, modified or replaced from time to time unless such amendment, modification or replacement imposes an unconstitutional impairment of a contract right.

“Grant Application” – means that certain grant application that the Public Entity submitted to the State Entity. This definition is only needed and only applies if the Public Entity submitted a grant application to the State Entity. If the Public Entity did not submit a grant application to the State Entity, then this definition is not needed and should be ignored and treated as if it were left blank, and any reference to this term in this Agreement shall be ignored and treated as if the reference did not exist.

“Initial Acquisition and Betterment Costs” – means the cost to acquire the Public Entity’s ownership interest in the Real Property and, if applicable, Facility if the Public Entity does not already possess the required ownership interest, and the costs of betterments of the Real Property and, if applicable, Facility; provided, however, the Commissioner of MMB is not bound by any specific amount of such alleged costs unless he/she has consented, in writing, to such amount.

“Inspecting Engineer”, if any - means the State Entity's construction inspector, or its designated consulting engineer.

Generic GO Bond Proceeds 4 Ver – 6/30/14 Grant Agreement for Program Construction Grants

“Leased/Easement Premises” - means the real estate and structures, if any, that are leased to the Public Entity under a Real Property/Facility Lease or granted to the Public Entity under an easement. This definition is only needed and only applies if the Public Entity’s ownership interest in the Real Property, the Facility, if applicable, or both is by way of a leasehold interest under a Real Property/Facility Lease or by way of an easement. For all other circumstances this definition is not needed and should be ignored and treated as if it were left blank, and any reference to this term in this Agreement shall be ignored and treated as if the reference did not exist.

“Lessor/Grantor” – means the fee owner/lessor or grantor of the Leased/Easement Premises. This definition is only needed and only applies if the Public Entity’s ownership interest in the Real Property, the Facility, if applicable, or both, is by way of a leasehold interest under a Real Property/Facility Lease or by way of an easement. For all other circumstances this definition is not needed and should be ignored and treated as if it were left blank, and any reference to this term in this Agreement shall be ignored and treated as if the reference did not exist.

“Outstanding Balance of the Program Grant” – means the portion of the Program Grant that has been disbursed to or on behalf of the Public Entity minus any portions thereof previously paid back to the Commissioner of MMB.

“Ownership Value”, if any – means the value, if any, of the Public Entity’s ownership interest in the Real Property and, if applicable, Facility that existed concurrent with the Public Entity’s execution of this Agreement. Such value shall be established by way of an appraisal or by such other manner as may be acceptable to the State Entity and the Commissioner of MMB. The parties hereto agree and acknowledge that such value is $14,355,000; provided, however, the Commissioner of MMB is not bound by any inserted dollar amount unless he/she has consented, in writing, to such amount. If no dollar amount is inserted and the blank “Not Applicable” is not checked, a rebuttable presumption that the Ownership Value is $0.00 shall be created. (The blank “Not Applicable” should only be selected and checked when a portion of the funds delineated in Attachment III attached hereto are to be used to acquire the Public Entity’s ownership interest in the Real Property and, if applicable, Facility, and in such event the value of such ownership interest should be shown in Attachment III and not in this definition for Ownership Value).

“Program Grant” - means a grant of monies from the State Entity to the Public Entity in the amount identified as the “Program Grant” in Recital E to this Agreement, as the amount thereof may be modified under the provisions contained herein.

“Project” - means the Public Entity’s acquisition, if applicable, of the ownership interests in the Real Property and, if applicable, Facility denoted in Section 2.02 along with the performance of activities denoted in Section 2.03. (If the Public Entity is not using any portion of the Program Grant to acquire the ownership interest denoted in Section 2.02, then this definition for Project shall not include the acquisition of such ownership interest, and

Generic GO Bond Proceeds 5 Ver – 6/30/14 Grant Agreement for Program Construction Grants the value of such ownership interest shall not be included in Attachment III hereto and instead shall be included in the definition for Ownership Value under this Section.)

“Public Entity” - means the entity identified as the “Public Entity” in the lead-in paragraph of this Agreement.

“Real Property” - means the real property located in the County of Ramsey State of Minnesota, legally described in Attachment II to this Agreement.

“Real Property/Facility Lease” - means a long term lease of the Real Property, the Facility, if applicable, or both by the Public Entity as lessee thereunder. This definition is only needed and only applies if the Public Entity’s ownership interest in the Real Property, the Facility, if applicable, or both is a leasehold interest under a lease. For all other circumstances this definition is not needed and should be ignored and treated as if it were left blank, and any reference to this term in this Agreement shall be ignored and treated as if the reference did not exist.

“State Entity” - means the entity identified as the “State Entity” in the lead-in paragraph of this Agreement.

“State Program” – means the program delineated in the State Program Enabling Legislation.

“State Program Enabling Legislation” – means the legislation contained in the Minnesota statute(s) delineated in Recital A and all rules related to such legislation.

“Subsequent Betterment Costs” – means the costs of betterments of the Real Property and, if applicable, Facility that occur subsequent to the date of this Agreement, are not part of the Project, would qualify as a public improvement of a capital nature (as such term in used in Minn. Constitution Art. XI, §5(a) of the Minnesota Constitution), and the cost of which has been established by way of written documentation that is acceptable to and approved, in writing, by the State Entity and the Commissioner of MMB.

“Use Contract” - means a lease, management contract or other similar contract between the Public Entity and any other entity that involves or relates to any part of the Real Property and/or, if applicable, Facility. This definition is only needed and only applies if the Public Entity enters into an agreement with another party under which such other party will operate the Real Property and/or, if applicable, Facility. For all other circumstances this definition is not needed and should be ignored and treated as if it were left blank, and any reference to this term in this Agreement shall be ignored and treated as if the reference did not exist.

“Useful Life of the Real Property and, if applicable, Facility” – means the term set forth in Section 2.05.X, which was derived as follows: (i) 30 years for Real Property that has no structure situated thereon or if any structures situated thereon will be removed, and no new

Generic GO Bond Proceeds 6 Ver – 6/30/14 Grant Agreement for Program Construction Grants

structures will be constructed thereon, (ii) the remaining useful life of the Facility as of the effective date of this Agreement for Facilities that are situated on the Real Property as of the date of this Agreement, that will remain on the Real Property, and that will not be bettered, or (iii) the useful life of the Facility after the completion of the construction or betterments for Facilities that are to be constructed or bettered.

Article II GRANT

Section 2.01 Grant of Monies. The State Entity shall make and issue the Program Grant to the Public Entity, and disburse the proceeds in accordance with the provisions of this Agreement. The Program Grant is not intended to be a loan even though the portion thereof that is disbursed may need to be returned to the State Entity or the Commissioner of MMB under certain circumstances.

Section 2.02 Public Ownership. The Public Entity acknowledges and agrees that the Program Grant is being funded with the proceeds of G.O. Bonds, and as a result thereof all of the Real Property and, if applicable, Facility must be owned by one or more public entities. Such ownership may be in the form of fee ownership, a Real Property/Facility Lease, or an easement. In order to establish that this public ownership requirement is satisfied, the Public Entity represents and warrants to the State Entity that it has, or will acquire, the following ownership interests in the Real Property and, if applicable, Facility, and, in addition, that it possess, or will possess, all easements necessary for the operation, maintenance and management of the Real Property and, if applicable, Facility in the manner specified in Section 2.04:

(Check the appropriate box for the Real Property and, if applicable, for the Facility.)

Ownership Interest in the Real Property.

X Fee simple ownership of the Real Property.

A Real Property/Facility Lease for the Real Property that complies with the requirements contained in Section 2.06. (If the term of the Real Property/Facility Lease is for a term authorized by a Minnesota statute, rule or session law, then insert the citation: ______.)

An easement for the Real Property that complies with the requirements contained in Section 2.06. (If the term of the easement is for a term authorized by a Minnesota statute, rule or session law, then insert the citation: ______.)

Ownership Interest in, if applicable, the Facility.

Generic GO Bond Proceeds 7 Ver – 6/30/14 Grant Agreement for Program Construction Grants

X Fee simple ownership of the Facility.

A Real Property/Facility Lease for the Facility that complies with all of the requirements contained in Section 2.06. (If the term of the Real Property/Facility Lease is for a term authorized by a Minnesota statute, rule or session law, then insert the citation: ______.)

Not applicable because there is no Facility.

Section 2.03 Use of Grant Proceeds. The Public Entity shall use the Program Grant solely to reimburse itself for expenditures it has already made, or will make, in the performance of the following activities, and may not use the Program Grant for any other purpose.

(Check all appropriate boxes.)

Acquisition of fee simple title to the Real Property.

Acquisition of a leasehold interest in the Real Property.

Acquisition of an easement for the Real Property.

Improvement of the Real Property.

Acquisition of fee simple title to the Facility.

Acquisition of a leasehold interest in the Facility.

Construction of the Facility.

X Renovation of the Facility.

X Predesign, Design, Furnishment, Equipment. «14» . (Describe other or additional purposes.)

Section 2.04 Operation of the Real Property and Facility. The Real Property and, if applicable, Facility must be used by the Public Entity or the Public Entity must cause such Real Property and, if applicable, Facility to be used for those purposes required by the State Program and in accordance with the information contained in the Grant Application, or for such other

Generic GO Bond Proceeds 8 Ver – 6/30/14 Grant Agreement for Program Construction Grants

purposes and uses as the Minnesota legislature may from time to time designate, and for no other purposes or uses.

The Public Entity may enter into Use Contracts with Counterparties for the operation of all or any portion of the Real Property and, if applicable, Facility; provided that all such Use Contracts must have been approved, in writing, by the Commissioner of MMB and fully comply with all of the provisions contained in Sections 3.01, 3.02 and 3.03.

The Public Entity must, whether it is operating the Real Property and, if applicable, Facility or has contracted with a Counterparty under a Use Contract to operate all or any portion of the Real Property and, if applicable, Facility, annually determine that the Real Property and, if applicable, Facility is being used for the purpose required by this Agreement, and shall annually supply a statement, sworn to before a notary public, to such effect to the State Entity and the Commissioner of MMB.

For those programs, if any, that the Public Entity will directly operate on all or any portion of the Real Property and, if applicable, Facility, the Public Entity covenants with and represents and warrants to the State Entity that: (i) it has the ability and a plan to fund such programs, (ii) it has demonstrated such ability by way of a plan that it submitted to the State Entity, and (iii) it will annually adopt, by resolution, a budget for the operation of such programs that clearly shows that forecast program revenues along with other funds available for the operation of such program will be equal to or greater than forecast program expenses for each fiscal year, and will supply to the State Entity and the Commissioner of MMB certified copies of such resolution and budget.

For those programs, if any, that will be operated on all or any portion of the Real Property and, if applicable, Facility by a Counterparty under a Use Contract, the Public Entity covenants with and represents and warrants to the State Entity that: (i) it will not enter into such Use Contract unless the Counterparty has demonstrated that it has the ability and a plan to fund such program, (ii) it will require the Counterparty to provide an initial program budget and annual program budgets that clearly show that forecast program revenues along with other funds available for the operation of such program (from all sources) will be equal to or greater than forecast program expenses for each fiscal year, (iii) it will promptly review all submitted program budgets to determine if such budget clearly and accurately shows that the forecast program revenues along with other funds available for the operation of such program (from all sources) will be equal to or greater than forecast program expenses for each fiscal year, (iv) it will reject any program budget that it believes does not accurately reflect forecast program revenues or expenses or does not show that forecast program revenues along with other funds available for the operation of such program (from all sources) will be equal to or greater than forecast program expenses, and require the Counterparty to prepare and submit a revised program budget, and (v) upon receipt of a program budget that it believes accurately reflects forecast program revenues and expenses and that shows that forecast program revenues along with other funds available for the operation of such program (from all sources) will be equal to or greater than forecast program expenses, it will approve such budget by resolution and supply to the State Entity and the Commissioner of MMB certified copies of such resolution and budget.

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Section 2.05 Public Entity Representations and Warranties. The Public Entity further covenants with, and represents and warrants to the State Entity as follows:

A. It has legal authority to enter into, execute, and deliver this Agreement, the Declaration, and all documents referred to herein, and it has taken all actions necessary to its execution and delivery of such documents.

B. It has legal authority to use the Program Grant for the purpose or purposes described in the State Program Enabling Legislation.

C. It has legal authority to operate the State Program and the Real Property and, if applicable, Facility for the purposes required by the State Program and for the functions and activities proposed in the Grant Application.

D. This Agreement, the Declaration, and all other documents referred to herein are the legal, valid and binding obligations of the Public Entity enforceable against the Public Entity in accordance with their respective terms.

E. It will comply with all of the terms, conditions, provisions, covenants, requirements, and warranties in this Agreement, the Declaration, and all other documents referred to herein.

F. It will comply with all of the provisions and requirements contained in and imposed by the G.O. Compliance Legislation, the Commissioner’s Order, and the State Program.

G. It has made no material false statement or misstatement of fact in connection with its receipt of the Program Grant, and all of the information it has submitted or will submit to the State Entity or Commissioner of MMB relating to the Program Grant or the disbursement of any of the Program Grant is and will be true and correct.

H. It is not in violation of any provisions of its charter or of the laws of the State of Minnesota, and there are no actions, suits, or proceedings pending, or to its knowledge threatened, before any judicial body or governmental authority against or affecting it relating to the Real Property and, if applicable, Facility, or its ownership interest therein, and it is not in default with respect to any order, writ, injunction, decree, or demand of any court or any governmental authority which would impair its ability to enter into this Agreement, the Declaration, or any document referred to herein, or to perform any of the acts required of it in such documents.

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I. Neither the execution and delivery of this Agreement, the Declaration, or any document referred to herein nor compliance with any of the terms, conditions, requirements, or provisions contained in any of such documents is prevented by, is a breach of, or will result in a breach of, any term, condition, or provision of any agreement or document to which it is now a party or by which it is bound.

J. The contemplated use of the Real Property and, if applicable, Facility will not violate any applicable zoning or use statute, ordinance, building code, rule or regulation, or any covenant or agreement of record relating thereto.

K. The Project will be completed in full compliance with all applicable laws, statutes, rules, ordinances, and regulations issued by any federal, state, or local political subdivisions having jurisdiction over the Project.

L. All applicable licenses, permits and bonds required for the performance and completion of the Project have been, or will be, obtained.

M. All applicable licenses, permits and bonds required for the operation of the Real Property and, if applicable, Facility in the manner specified in Section 2.04 have been, or will be, obtained.

N. It will operate, maintain, and manage the Real Property and, if applicable, Facility or cause the Real Property and, if applicable, Facility, to be operated, maintained and managed in compliance with all applicable laws, statutes, rules, ordinances, and regulations issued by any federal, state, or local political subdivisions having jurisdiction over the Real Property and, if applicable, Facility.

O. It will fully enforce the terms and conditions contained in any Use Contract.

P. It has complied with the matching funds requirement, if any, contained in Section 7.23.

Q. It will not, without the prior written consent of the State Entity and the Commissioner of MMB, allow any voluntary lien or encumbrance or involuntary lien or encumbrance that can be satisfied by the payment of monies and which is not being actively contested to be created or exist against the Public Entity’s ownership interest in the Real Property or, if applicable, Facility, or the Counterparty’s interest in the Use Contract, whether such lien or encumbrance is superior or subordinate to the Declaration. Provided, however, the State Entity and the Commissioner of MMB will consent to any such lien or encumbrance that secures the repayment of a loan the repayment of which will not impair or burden the funds needed to operate the Real Property and, if applicable, Facility in the manner specified in Section 2.04, and for which the entire amount is used (i) to acquire additional real estate

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that is needed to so operate the Real Property and, if applicable, Facility in accordance with the requirements imposed under Section 2.04 and will be included in and as part of the Public Entity’s ownership interest in the Real Property and, if applicable, Facility, and/or (ii) to pay for capital improvements that are needed to so operate the Real Property and, if applicable, Facility in accordance with the requirements imposed under Section 2.04.

R. It reasonably expects to possess the ownership interest in the Real Property and, if applicable, Facility described Section 2.02 for the entire Useful Life of the Real Property and, if applicable, Facility, and it does not expect to sell such ownership interest.

S. It does not reasonably expect to receive payments under a Use Contract in excess of the amount the Public Entity needs and is authorized to use to pay the operating expenses of the portion of the Real Property and, if applicable, Facility that is the subject of the Use Contract or to pay the principal, interest, redemption premiums, and other expenses on any Approved Debt.

T. It will supply, or cause to be supplied, whatever funds are needed above and beyond the amount of the Program Grant to complete and fully pay for the Project.

U. The Construction Items will be completed substantially in accordance with the Construction Contract Documents by the Completion Date, and all such items along with, if applicable, the Facility will be situated entirely on the Real Property.

V. It will require the Contractor or Contractors to comply with all rules, regulations, ordinances, and laws bearing on its performance under the Construction Contract Documents.

W. It has or will promptly record a fully executed Declaration with the appropriate governmental office and deliver a copy thereof to the State Entity and to Minnesota Management and Budget (attention: Capital Projects Manager) that contains all of the recording information.

X. The Useful Life of the Real Property and, if applicable, Facility is 20 years.

Y. It shall furnish such satisfactory evidence regarding the representations and warranties described herein as may be required and requested by either the State Entity or the Commissioner of MMB.

Section 2.06 Ownership by Leasehold or Easement. This Section shall only apply if the Public Entity’s ownership interest in the Real Property, the Facility, if applicable, or both is by way of a Real Property/Facility Lease or an easement. For all other circumstances this Section is not needed and should be ignored and treated as if it were left blank, and any reference to this Section in this Agreement shall be ignored and treated as if the reference did not exist.

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A. A Real Property/Facility Lease or easement must comply with the following provisions. 1. It must be in form and contents acceptable to the Commissioner of MMB, and specifically state that it may not be modified, restated, amended, changed in any way, or prematurely terminated or cancelled without the prior written consent and authorization by the Commissioner of MMB.

2. It must be for a term that is equal to or greater than 125% of the Useful Life of the Real Property and, if applicable, Facility, or such other period of time specifically authorized by a Minnesota statute, rule or session law.

3. Any payments to be made under it by the Public Entity, whether designated as rent or in any other manner, must be by way of a single lump sum payment that is due and payable on the date that it is first made and entered into.

4. It must not contain any requirements or obligations of the Public Entity that if not complied with could result in a termination thereof.

5. It must contain a provision that provides sufficient authority to allow the Public Entity to operate the Real Property and, if applicable, Facility in accordance with the requirements imposed under Section 2.04.

6. It must not contain any provisions that would limit or impair the Public Entity’s operation of the Real Property and, if applicable, Facility in accordance with the requirements imposed under Section 2.04.

7. It must contain a provision that prohibits the Lessor/Grantor from creating or allowing, without the prior written consent of the State Entity and the Commissioner of MMB, any voluntary lien or encumbrance or involuntary lien or encumbrance that can be satisfied by the payment of monies and which is not being actively contested against the Leased/Easement Premises or the Lessor’s/Grantor’s interest in the Real Property/Facility Lease or easement, whether such lien or encumbrance is superior or subordinate to the Declaration. Provided, however, the State Entity and the Commissioner of MMB will consent to any such lien or encumbrance if the holder of such lien or encumbrance executes and files of record a document under which such holder subordinates such lien or encumbrance to the Real Property/Facility Lease or easement and agrees that upon foreclosure of such lien or encumbrance to be bound by and comply with all of the terms, conditions and covenants contained in the Real Property/Facility Lease or easement as if such holder had been an original Lessor/Grantor under the Real Property/Facility Lease or easement.

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8. It must acknowledge the existence of this Agreement and contain a provision that the terms, conditions and provisions contained in this Agreement shall control over any inconsistent or contrary terms, conditions and provisions contained in the Real Property/Facility Lease or easement.

9. It must provide that any use restrictions contained therein only apply as long as the Public Entity is the lessee under the Real Property/Facility Lease or grantee under the easement, and that such use restrictions will terminate and not apply to any successor lessee or grantee who purchases the Public Entity’s ownership interest in the Real Property/Facility Lease or easement. Provided, however, it may contain a provisions that limits the construction of any new structures on the Real Property or modifications of any existing structures on the Real Property without the written consent of Lessor/Grantor, which will apply to any such successor lessee or grantee.

10. It must allow for a transfer thereof in the event that the lessee under the Real Property/Lease or grantee under the easement makes the necessary determination to sell its interest therein, and allow such interest to be transferred to the purchaser of such interest.

11. It must contain a provision that prohibits and prevents the sale of the underlying fee interest in the Real Property and, if applicable, Facility without first obtaining the written consent of the Commissioner of MMB.

12 The Public Entity must be the lessee under the Real Property/Lease or grantee under the easement.

B. The provisions contained in this Section are not intended to and shall not prevent the Public Entity from including additional provisions in the Real Property/Facility Lease or easement that are not inconsistent with or contrary to the requirements contained in this Section.

C. The expiration of the term of a Real Property/Facility Lease or easement shall not be an event that requires the Public Entity to reimburse the State Entity for any portion of the Program Grant, and upon such expiration the Public Entity’s ownership interest in the Real Property and, if applicable, Facility shall no longer be subject to this Agreement.

D. The Public Entity shall fully and completely comply with all of the terms, conditions and provisions contained in a Real Property/Facility Lease or easement, and shall obtain and file, in the Office of the County Recorder or the Registrar of Titles, whichever is applicable, the Real Property/Facility Lease or easement or a short form or memorandum thereof.

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Section 2.07 Event(s) of Default. The following events shall, unless waived in writing by the State Entity and the Commissioner of MMB, constitute an Event of Default under this Agreement upon either the State Entity or the Commissioner of MMB giving the Public Entity 30 days written notice of such event and the Public Entity’s failure to cure such event during such 30 day time period for those Events of Default that can be cured within 30 days or within whatever time period is needed to cure those Events of Default that cannot be cured within 30 days as long as the Public Entity is using its best efforts to cure and is making reasonable progress in curing such Events of Default, however, in no event shall the time period to cure any Event of Default exceed 6 months unless otherwise consented to, in writing, by the State Entity and the Commissioner of MMB.

A. If any representation, covenant, or warranty made by the Public Entity in this Agreement, in any Draw Requisition, in any other document furnished pursuant to this Agreement, or in order to induce the State Entity to disburse any of the Program Grant, shall prove to have been untrue or incorrect in any material respect or materially misleading as of the time such representation, covenant, or warranty was made.

B. If the Public Entity fails to fully comply with any provision, term, condition, covenant, or warranty contained in this Agreement, the Declaration, or any other document referred to herein.

C. If the Public Entity fails to fully comply with any provision, term, condition, covenant or warranty contained in the G.O. Compliance Legislation, the Commissioner’s Order, or the State Program Enabling Legislation.

D. If the Public Entity fails to complete the Project, or cause the Project to be completed, by the Completion Date.

E. If the Public Entity fails to provide and expend the full amount of the matching funds, if any, required under Section 7.23 for the Project.

F. If the Public Entity fails to record the Declaration and deliver copies thereof as set forth in Section 2.05.W.

Notwithstanding the foregoing, any of the above delineated events that cannot be cured shall, unless waived in writing by the State Entity and the Commissioner of MMB, constitute an Event of Default under this Agreement immediately upon either the State Entity or the Commissioner of MMB giving the Public Entity written notice of such event.

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Section 2.08 Remedies. Upon the occurrence of an Event of Default and at any time thereafter until such Event of Default is cured to the satisfaction of the State Entity, the State Entity or the Commissioner of MMB may enforce any or all of the following remedies.

A. The State Entity may refrain from disbursing the Program Grant; provided, however, the State Entity may make such disbursements after the occurrence of an Event of Default without thereby waiving its rights and remedies hereunder.

B. If the Event of Default involves a failure to comply with any of the provisions contained herein other than the provisions contained in Sections 4.01 or 4.02, then the Commissioner of MMB, as a third party beneficiary of this Agreement, may demand that the Outstanding Balance of the Program Grant be returned to it, and upon such demand the Public Entity shall return such amount to the Commissioner of MMB.

C. If the Event of Default involves a failure to comply with the provisions contained in Sections 4.01 or 4.02, then the Commissioner of MMB, as a third party beneficiary of this Agreement, may demand that the Public Entity pay the amounts that would have been paid if there had been full and complete compliance with such provisions, and upon such demand the Public Entity shall pay such amount to the Commissioner of MMB.

D. Either the State Entity or the Commissioner of MMB, as a third party beneficiary of this Agreement, may enforce any additional remedies they may have in law or equity.

The rights and remedies herein specified are cumulative and not exclusive of any rights or remedies that the State Entity or the Commissioner of MMB would otherwise possess.

If the Public Entity does not repay the amounts required to be paid under this Section or under any other provision contained in this Agreement within 30 days of demand by the Commissioner of MMB, or any amount ordered by a court of competent jurisdiction within 30 days of entry of judgment against the Public Entity and in favor of the State Entity and/or the Commissioner of MMB, then such amount may, unless precluded by law, be taken from or offset against any aids or other monies that the Public Entity is entitled to receive from the State of Minnesota.

Section 2.09 Notification of Event of Default. The Public Entity shall furnish to the State Entity and the Commissioner of MMB, as soon as possible and in any event within 7 days after it has obtained knowledge of the occurrence of each Event of Default or each event which with the giving of notice or lapse of time or both would constitute an Event of Default, a statement setting forth details of each Event of Default or event which with the giving of notice or upon the lapse of time or both would constitute an Event of Default and the action which the Public Entity proposes to take with respect thereto.

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Section 2.10 Survival of Event of Default. This Agreement shall survive any and all Events of Default and remain in full force and effect even upon the payment of any amounts due under this Agreement, and shall only terminate in accordance with the provisions contained in Section 2.12 and at the end of its term in accordance with the provisions contained in Section 2.11.

Section 2.11 Term of Grant Agreement. This Agreement shall, unless earlier terminated in accordance with any of the provisions contained herein, remain in full force and effect for the time period starting on the effective date hereof and ending on the date that corresponds to the date established by adding a time period equal to 125% of Useful Life of the Real Property and, if applicable, Facility to the date on which the Real Property and, if applicable, Facility is first used for the operation of the State Program after such effective date. If there are no uncured Events of Default as of such date this Agreement shall terminate and no longer be of any force or effect, and the Commissioner of MMB shall execute whatever documents are needed to release the Real Property and, if applicable, Facility from the effect of this Agreement and the Declaration.

Section 2.12 Modification and/or Early Termination of Grant. If the Project is not started on or before the date that is 5 years from the effective date of this Agreement or all of the Program Grant has not been disbursed as of the date that is 4 years from the date on which the Project is started, or such later dates to which the Public Entity and the State Entity may agree in writing, then the State Entity’s obligation to fund the Program Grant shall terminate. In such event, (i) if none of the Program Grant has been disbursed by such dates then the State Entity’s obligation to fund any portion of the Program Grant shall terminate and this Agreement shall terminate and no longer be of any force or effect, and (ii) if some but not all of the Program Grant has been disbursed by such dates then the State Entity shall have no further obligation to provide any additional funding for the Program Grant and this Agreement shall remain in full force and effect but shall be modified and amended to reflect the amount of the Program Grant that was actually disbursed as of such date. This provision shall not, in any way, affect the Public Entity’s obligation to complete the Project by the Completion Date.

This Agreement shall also terminate and no longer be of any force or effect upon the Public Entity’s sale of its ownership interest in the Real Property and, if applicable, Facility in accordance with the provisions contained in Section 4.01 and transmittal of all or a portion of the proceeds of such sale to the Commissioner of MMB in compliance with the provisions contained in Section 4.02, or upon the termination of Public Entity’s ownership interest in the Real Property and, if applicable, Facility if such ownership interest is by way of an easement or under a Real Property/Facility Lease. Upon such termination the State Entity shall execute, or have executed, and deliver to the Public Entity such documents as are required to release the Public Entity’s ownership interest in the Real Property and, if applicable, Facility, from the effect of this Agreement and the Declaration.

Section. 2.13 Excess Funds. If the full amount of the Program Grant and any matching funds referred to in Section 7.23 are not needed to complete the Project, then, unless language in the State Program Enabling Legislation indicates otherwise, the Program Grant shall be reduced by the amount not needed.

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Article III USE CONTRACTS

This Article III and its contents is only needed and only applies if the Public Entity enters into an agreement with another party under which such other party will operate any portion of the Real Property, and if applicable, Facility. For all other circumstances this Article III and its contents are not needed and should be ignored and treated as if it were left blank, and any reference to this Article III, its contents, and the term Use Contract in this Agreement shall be ignored and treated as if the references did not exist.

Section 3.01 General Provisions. If the Public Entity has statutory authority to enter into a Use Contract, then it may enter into Use Contracts for various portions of the Real Property and, if applicable, Facility; provided that each and every Use Contract that the Public Entity enters into must comply with the following requirements:

A. The purpose for which it was entered into must be to operate the State Program in the Real Property and, if applicable, Facility.

B. It must contain a provision setting forth the statutory authority under which the Public Entity is entering into such contract, and must comply with the substantive and procedural provisions of such statute.

C. It must contain a provision stating that it is being entered into in order for the Counterparty to operate the State Program and must describe such program.

D. It must contain a provision that will provide for oversight by the Public Entity. Such oversight may be accomplished by way of a provision that will require the Counterparty to provide to the Public Entity: (i) an initial program evaluation report for the first fiscal year that the Counterparty will operate the State Program, (ii) program budgets for each succeeding fiscal year showing that forecast program revenues and additional revenues available for the operation of the State Program (from all sources) by the Counterparty will equal or exceed expenses for such operation for each succeeding fiscal year, and (iii) a mechanism under which the Public Entity will annually determine that the Counterparty is using the portion of the Real Property and, if applicable, Facility that is the subject of the Use Contract to operate the State Program.

E. It must allow for termination by the Public Entity in the event of a default thereunder by the Counterparty, or in the event that the State Program is terminated or changed in a manner that precludes the operation of such program in the portion of the Real Property and, if applicable, Facility that is the subject of the Use Contract.

F. It must terminate upon the termination of the statutory authority under which the Public Entity is operating the State Program.

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G. It must require the Counterparty to pay all costs of operation and maintenance of that portion of the Real Property and, if applicable, Facility that is the subject of the Use Contract, unless the Public Entity is authorized by law to pay such costs and agrees to pay such costs.

H. If the Public Entity pays monies to a Counterparty under a Use Contract, such Use Contract must meet the requirements of Rev. Proc. 97-13, 1997-1 CB 632, so that such Use Contract does not result in “private business use” under Section 141(b) of the Code.

I. It must be approved, in writing, by the Commissioner of MMB, and any Use Contract that is not approved, in writing, by the Commissioner of MMB shall be null and void and of no force or effect.

J. It must contain a provision requiring that each and every party thereto shall, upon direction by the Commissioner of MMB, take such actions and furnish such documents to the Commissioner of MMB as the Commissioner of MMB determines to be necessary to ensure that the interest to be paid on the G.O. Bonds is exempt from federal income taxation.

K. It must contain a provision that prohibits the Counterparty from creating or allowing, without the prior written consent of the State Entity and the Commissioner of MMB, any voluntary lien or encumbrance or involuntary lien or encumbrance that can be satisfied by the payment of monies and which is not being actively contested against the Real Property or, if applicable, Facility, the Public Entity’s ownership interest in the Real Property or, if applicable, Facility, or the Counterparty’s interest in the Use Contract, whether such lien or encumbrance is superior or subordinate to the Declaration. Provided, however, the State Entity and the Commissioner of MMB will consent, in writing, to any such lien or encumbrance that secures the repayment of a loan the repayment of which will not impair or burden the funds needed to operate the portion of the Real Property and, if applicable, Facility that is the subject of the Use Contract in the manner specified in Section 2.04 and for which the entire amount is used (i) to acquire additional real estate that is needed to so operate the Real Property and, if applicable, Facility in accordance with the requirements imposed under Section 2.04 and will be included in and as part of the Public Entity’s ownership interest in the Real Property and, if applicable, Facility, and/or (ii) to pay for capital improvements that are needed to so operate the Real Property and, if applicable, Facility in accordance with the requirements imposed under Section 2.04.

L. If the amount of the Program Grant exceeds $200,000.00, then it must contain a provision requiring the Counterparty to list any vacant or new positions it may have with state workforce centers as required by Minn. Stat. § 116L.66, as it may be amended, modified or replaced from time to time, for the term of the Use Contract.

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M. It must contain a provision that clearly states that the Public Entity is not required to renew the Use Contract beyond the original term thereof and that the Public Entity may, at its sole option and discretion, allow the Use Contract to expire at the end of its original term and thereafter directly operate the governmental program in the Real Property and, if applicable, Facility or contract with some other entity to operate the governmental program in the Real Property and, if applicable, Facility.

Section 3.02 Initial Term and Renewal. The initial term for a Use Contract may not exceed the lesser of (i) 50% of the Useful Life of the Real Property and, if applicable, Facility for the portion of the Real Property and, if applicable, Facility that is the subject of the Use Contract, or (ii) the shortest term of the Public Entity’s ownership interest in the Real Property and, if applicable, Facility.

A Use Contract may allow for renewals beyond its initial term on the conditions that (a) the term of any renewal may not exceed the initial term, (b) the Public Entity must make a determination that renewal will continue to carry out the State Program and that the Counterparty is suited and able to perform the functions contained in Use Contract that is to be renewed, (c) the Use Contract may not include any provisions that would require, either directly or indirectly, the Public Entity to either make the determination referred to in this Section or to renew the Use Contract with the Counterparty after the expiration of the initial term or any renewal term, and (d) no such renewal may occur prior to the date that is 6 months prior to the date on which the Use Contract is scheduled to terminate. Provided, however, notwithstanding anything to the contrary contained herein the Public Entity’s voluntary agreement to reimburse the Counterparty for any investment that the Counterparty provided for the acquisition or betterment of the Real Property and, if applicable, Facility that is the subject of the Use Contract if the Public Entity does not renew a Use Contract if requested by the Counterparty is not deemed to be a provision that directly or indirectly requires the Public Entity to renew such Use Contract.

Section 3.03 Reimbursement of Counterparty. A Use Contract may but need not contain, at the sole option and discretion of the Public Entity, a provision that requires the Public Entity to reimburse the Counterparty for any investment that the Counterparty provided for the acquisition or betterment of the Real Property and, if applicable, Facility that is the subject of the Use Contract if the Public Entity does not renew a Use Contract if requested by the Counterparty. If agreed to by the Public Entity, such reimbursement shall be on terms and conditions agreed to by the Public Entity and the Counterparty.

Section 3.04 Receipt of Monies Under a Use Contract. The Public Entity does not anticipate the receipt of any funds under a Use Contract; provided, however, if the Public Entity does receive any monies under a Use Contract in excess of the amount the Public Entity needs and is authorized to use to pay the operating expenses of the portion of the Real Property and, if applicable, Facility that is the subject of a Use Contract, and to pay the principal, interest, redemption premiums, and other expenses on Approved Debt, then a portion of such excess monies must be paid by the Public Entity to the Commissioner of MMB. The portion of such excess monies that the Public Entity must and shall pay to the Commissioner of MMB shall be determined

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by the Commissioner of MMB, and absent circumstances which would indicate otherwise such portion shall be determined by multiplying such excess monies by a fraction the numerator of which is the Program Grant and the denominator of which is sum of the Program Grant and the Approved Debt.

Article IV SALE

Section 4.01 Sale. The Public Entity shall not sell any part of its ownership interest in the Real Property and, if applicable, Facility unless all of the following provisions have been complied with fully.

A. The Public Entity determines, by official action, that such ownership interest is no longer usable or needed for the operation of the State Program, which such determination may be based on a determination that the portion of the Real Property or, if applicable, Facility to which such ownership interest applies is no longer suitable or financially feasible for such purpose.

B. The sale is made as authorized by law.

C. The sale is for Fair Market Value.

D. The written consent of the Commissioner of MMB has been obtained.

The acquisition of the Public Entity’s ownership interest in the Real Property and, if applicable, Facility at a foreclosure sale, by acceptance of a deed-in-lieu of foreclosure, or enforcement of a security interest in personal property used in the operation thereof, by a lender that has provided monies for the acquisition of the Public Entity’s ownership interest in or betterment of the Real Property and, if applicable, Facility shall not be considered a sale for the purposes of this Agreement if after such acquisition the lender operates such portion of the Real Property and, if applicable, Facility in a manner which is not inconsistent with the requirements imposed under Section 2.04 and the lender uses its best efforts to sell such acquired interest to a third party for Fair Market Value. The lender’s ultimate sale or disposition of the acquired interest in the Real Property and, if applicable, Facility shall be deemed to be a sale for the purposes of this Agreement, and the proceeds thereof shall be disbursed in accordance with the provisions contained in Section 4.02.

The Public Entity may participate in any public auction of its ownership interest in the Real Property and, if applicable, Facility and bid thereon; provided that the Public Entity agrees that if it is the successful purchaser it will not use any part of the Real Property or, if applicable, Facility for the State Program.

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Section 4.02 Proceeds of a Sale. Upon the sale of the Public Entity’s ownership interest in the Real Property and, if applicable, Facility the proceeds thereof after the deduction of all costs directly associated and incurred in conjunction with such sale and such other costs that are approved, in writing by the Commissioner of MMB, but not including the repayment of any debt associated with the Public Entity’s ownership interest in the Real Property and, if applicable, Facility, shall be disbursed in the following manner and order.

A. The first distribution shall be to the Commissioner of MMB in an amount equal to the Outstanding Balance of the Program Grant, and if the amount of such net proceeds shall be less than the amount of the Outstanding Balance of the Program Grant then all of such net proceeds shall be distributed to the Commissioner of MMB.

B. The remaining portion, after the distribution specified in Section 4.02.A, shall be distributed to (i) pay in full any outstanding Approved Debt, (ii) reimburse the Public Entity for its Ownership Value, and (iii) to pay interested public and private entities, other than any such entity that has already received the full amount of its contribution (such as the State Entity under Section 4.02.A and the holders of Approved Debt paid under this Section 4.02.B), the amount of money that such entity contributed to the Initial Acquisition and Betterment Costs and the Subsequent Betterment Costs. If such remaining portion is not sufficient to reimburse interested public and private entities for the full amount that such entities contributed to the acquisition or betterment of the Real Property and, if applicable, Facility, then the amount available shall be distributed as such entities may agree in writing, and if such entities cannot agree by an appropriately issued court order.

C. The remaining portion, after the distributions specified in Sections 4.02.A and B, shall be divided and distributed to the State Entity, the Public Entity, and any other public and private entity that contributed funds to the Initial Acquisition and Betterment Costs and the Subsequent Betterment Costs, other than lenders who supplied any of such funds, in proportion to the contributions that the State Entity, the Public Entity, and such other public and private entities made to the acquisition and betterment of the Real Property and, if applicable, Facility as such amounts are part of the Ownership Value, Initial Acquisition and Betterment Costs, and Subsequent Betterment Costs.

The distribution to the State Entity shall be made to the Commissioner of MMB, and the Public Entity may direct its distribution to be made to any other entity including, but not limited to, a Counterparty.

All amounts to be disbursed under this Section 4.02 must be consented to, in writing, by the Commissioner of MMB, and no such disbursements shall be made without such consent.

The Public Entity shall not be required to pay or reimburse the State Entity or the Commissioner of MMB for any funds above and beyond the full net proceeds of such sale, even if such net proceeds are less than the amount of the Outstanding Balance of the Program Grant.

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Article V COMPLIANCE WITH G.O. COMPLIANCE LEGISLATION AND THE COMMISSIONER’S ORDER

Section 5.01 State Bond Financed Property. The Public Entity and the State Entity acknowledge and agree that the Public Entity’s ownership interest in the Real Property and, if applicable, Facility is, or when acquired by the Public Entity will be, “state bond financed property”, as such term is used in the G.O. Compliance Legislation and the Commissioner’s Order, and, therefore, the provisions contained in such statute and order apply, or will apply, to the Public Entity’s ownership interest in the Real Property and, if applicable, Facility and any Use Contracts relating thereto.

Section 5.02 Preservation of Tax Exempt Status. In order to preserve the tax-exempt status of the G.O. Bonds, the Public Entity agrees as follows:

A. It will not use the Real Property or, if applicable, Facility, or use or invest the Program Grant or any other sums treated as “bond proceeds” under Section 148 of the Code including “investment proceeds,” “invested sinking funds,” and “replacement proceeds,” in such a manner as to cause the G.O. Bonds to be classified as “arbitrage bonds” under Section 148 of the Code.

B. It will deposit into and hold all of the Program Grant that it receives under this Agreement in a segregated non-interest bearing account until such funds are used for payments for the Project in accordance with the provisions contained herein.

C. It will, upon written request, provide the Commissioner of MMB all information required to satisfy the informational requirements set forth in the Code including, but not limited to, Sections 103 and 148 thereof, with respect to the GO Bonds.

D. It will, upon the occurrence of any act or omission by the Public Entity or any Counterparty that could cause the interest on the GO Bonds to no longer be tax exempt and upon direction from the Commissioner of MMB, take such actions and furnish such documents as the Commissioner of MMB determines to be necessary to ensure that the interest to be paid on the G.O. Bonds is exempt from federal taxation, which such action may include either: (i) compliance with proceedings intended to classify the G.O. Bonds as a “qualified bond” within the meaning of Section 141(e) of the Code, (ii) changing the nature or terms of the Use Contract so that it complies with Revenue Procedure 97-13, 1997-1 CB 632, or (iii) changing the nature of the use of the Real Property or, if applicable, Facility so that none of the net proceeds of the G.O. Bonds will be used, directly or indirectly, in an “unrelated trade or business” or for any “private business use” (within the meaning of

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Sections 141(b) and 145(a) of the Code), or (iv) compliance with other Code provisions, regulations, or revenue procedures which amend or supersede the foregoing.

E. It will not otherwise use any of the Program Grant, including earnings thereon, if any, or take or permit to or cause to be taken any action that would adversely affect the exemption from federal income taxation of the interest on the G.O. Bonds, nor omit to take any action necessary to maintain such tax exempt status, and if it should take, permit, omit to take, or cause to be taken, as appropriate, any such action, it shall take all lawful actions necessary to rescind or correct such actions or omissions promptly upon having knowledge thereof..

Section 5.03 Changes to G.O. Compliance Legislation or the Commissioner’s Order. In the event that the G.O. Compliance Legislation or the Commissioner’s Order is amended in a manner that reduces any requirement imposed against the Public Entity, or if the Public Entity’s ownership interest in the Real Property or, if applicable, Facility is exempt from the G.O. Compliance Legislation and the Commissioner’s Order, then upon written request by the Public Entity the State Entity shall enter into and execute an amendment to this Agreement to implement herein such amendment to or exempt the Public Entity’s ownership interest in the Real Property and, if applicable, Facility from the G.O. Compliance Legislation or the Commissioner’s Order.

Article VI DISBURSEMENT OF GRANT PROCEEDS

Section 6.01 The Advances. The State Entity agrees, on the terms and subject to the conditions set forth herein, to make Advances from the Program Grant to the Public Entity from time to time in an aggregate total amount not to exceed the amount of the Program Grant. If the amount of Program Grant that the State Entity cumulatively disburses hereunder to the Public Entity is less than the amount of the Program Grant delineated in Section 1.01, then the State Entity and the Public Entity shall enter into and execute whatever documents the State Entity may request in order to amend or modify this Agreement to reduce the amount of the Program Grant to the amount actually disbursed. Provided, however, in accordance with the provisions contained in Section 2.11, the State Entity’s obligation to make Advances shall terminate as of the dates specified in such Section even if the entire Program Grant has not been disbursed by such dates.

Advances shall only be for expenses that (i) are for those items of a capital nature for the Project, (ii) accrued no earlier than the effective date of the legislation that appropriated the funds that are used to fund the Program Grant, or (iii) have otherwise been consented to, in writing, by the State Entity and the Commissioner of MMB.

It is the intent of the parties hereto that the rate of disbursement of the Advances shall not exceed the rate of completion of the Project or the rate of disbursement of the matching funds required, if any, under Section 7.23. Therefore, the cumulative amount of all Advances disbursed by the State Entity at any point in time shall not exceed the portion of the Project that has been

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completed and the percentage of the matching funds required, if any, under Section 7.23 that have been disbursed as of such point in time. This requirement is expressed by way of the following two formulas:

Formula #1 Cumulative Advances < (Program Grant) × (percentage of matching funds, if any, required under Section 7.23 that have been disbursed)

Formula #2 Cumulative Advances < (Program Grant) × (percentage of Project completed)

Section 6.02 Draw Requisitions. Whenever the Public Entity desires a disbursement of a portion of the Program Grant, which shall be no more often than once each calendar month, the Public Entity shall submit to the State Entity a Draw Requisition duly executed on behalf of the Public Entity or its designee. Each Draw Requisition shall be submitted on or between the 1st day and the 15th day of the month in which an Advance is requested, and shall be submitted at least 7 calendar days before the date the Advance is desired. Each Draw Requisition with respect to construction items shall be limited to amounts equal to: (i) the total value of the classes of the work by percentage of completion as approved by the Public Entity and the State Entity, plus (ii) the value of materials and equipment not incorporated in the Project but delivered and suitably stored on or off the Real Property in a manner acceptable to the State Entity, less (iii) any applicable retainage, and less (iv) all prior Advances.

Notwithstanding anything herein to the contrary, no Advances for materials stored on or off the Real Property will be made by the State Entity unless the Public Entity shall advise the State Entity, in writing, of its intention to so store materials prior to their delivery and the State Entity has not objected thereto.

At the time of submission of each Draw Requisition, other than the final Draw Requisition, the Public Entity shall submit to the State Entity such supporting evidence as may be requested by the State Entity to substantiate all payments which are to be made out of the relevant Draw Requisition or to substantiate all payments then made with respect to the Project.

At the time of submission of the final Draw Requisition which shall not be submitted before completion of the Project, including all landscape requirements and off-site utilities and streets needed for access to the Real Property and, if applicable, Facility and correction of material defects in workmanship or materials (other than the completion of punch list items) as provided in the Construction Contract Documents, the Public Entity shall submit to the State Entity: (i) such supporting evidence as may be requested by the State Entity to substantiate all payments which are to be made out of the final Draw Requisition or to substantiate all payments then made with respect to the Project, and (ii) satisfactory evidence that all work requiring inspection by municipal or other governmental authorities having jurisdiction has been duly inspected and approved by such authorities, and that all requisite certificates of occupancy and other approvals have been issued.

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If on the date an Advance is desired the Public Entity has complied with all requirements of this Agreement and the State Entity approves the relevant Draw Requisition and receives a current construction report from the Inspecting Engineer recommending payment, then the State Entity shall disburse the amount of the requested Advance to the Public Entity.

Section 6.03 Additional Funds. If the State Entity shall at any time in good faith determine that the sum of the undisbursed amount of the Program Grant plus the amount of all other funds committed to the Project is less than the amount required to pay all costs and expenses of any kind which reasonably may be anticipated in connection with the Project, then the State Entity may send written notice thereof to the Public Entity specifying the amount which must be supplied in order to provide sufficient funds to complete the Project. The Public Entity agrees that it will, within 10 calendar days of receipt of any such notice, supply or have some other entity supply the amount of funds specified in the State Entity's notice.

Section 6.04 Conditions Precedent to Any Advance. The obligation of the State Entity to make any Advance hereunder (including the initial Advance) shall be subject to the following conditions precedent:

A. The State Entity shall have received a Draw Requisition for such Advance specifying the amount of funds being requested, which such amount when added to all prior requests for an Advance shall not exceed the amount of the Program Grant delineated in Section 1.01.

B. The State Entity shall have either received a duly executed Declaration that has been duly recorded in the appropriate governmental office, with all of the recording information displayed thereon, or evidence that such Declaration will promptly be recorded and delivered to the State Entity.

C. The State Entity shall have received evidence, in form and substance acceptable to the State Entity, that (i) the Public Entity has legal authority to and has taken all actions necessary to enter into this Agreement and the Declaration, and (ii) this Agreement and the Declaration are binding on and enforceable against the Public Entity.

D. The State Entity shall have received evidence, in form and substance acceptable to the State Entity, that the Public Entity has sufficient funds to fully and completely pay for the Project and all other expenses that may occur in conjunction therewith.

E. The State Entity shall have received evidence, in form and substance acceptable to the State Entity, that the Public Entity is in compliance with the matching funds requirements, if any, contained in Section 7.23.

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F. The State Entity shall have received evidence, in form and substance acceptable to the State Entity, showing that the Public Entity possesses the ownership interest delineated in Section 2.02.

G. The State Entity shall have received evidence, in form and substance acceptable to the State Entity, that the Real Property and, if applicable, Facility, and the contemplated use thereof are permitted by and will comply with all applicable use or other restrictions and requirements imposed by applicable zoning ordinances or regulations, and, if required by law, have been duly approved by the applicable municipal or governmental authorities having jurisdiction there over.

H. The State Entity shall have received evidence, in form and substance acceptable to the State Entity, that that all applicable and required building permits, other permits, bonds and licenses necessary for the Project have been paid for, issued, and obtained, other than those permits, bonds and licenses which may not lawfully be obtained until a future date or those permits, bonds and licenses which in the ordinary course of business would normally not be obtained until a later date.

I. The State Entity shall have received evidence, in form and substance acceptable to the State Entity, that that all applicable and required permits, bonds and licenses necessary for the operation of the Real Property and, if applicable, Facility in the manner specified in Section 2.04 have been paid for, issued, and obtained, other than those permits, bonds and licenses which may not lawfully be obtained until a future date or those permits, bonds and licenses which in the ordinary course of business would normally not be obtained until a later date.

J. The State Entity shall have received evidence, in form and substance acceptable to the State Entity, that the Project will be completed in a manner that will allow the Real Property and, if applicable, Facility to be operated in the manner specified in Section 2.04.

K. The State Entity shall have received evidence, in form and substance acceptable to the State Entity, that the Public Entity has the ability and a plan to fund the operation of the Real Property and, if applicable, Facility in the manner specified in Section 2.04.

L. The State Entity shall have received evidence, in form and substance acceptable to the State Entity, that the insurance requirements under Section 7.01 have been satisfied.

M. The State Entity shall have received evidence, in form and substance acceptable to the State Entity, of compliance with the provisions and requirements specified in Section 7.10 and all additional applicable provisions and requirements, if any, contained in Minn. Stat. § 16B.335, as it may be amended, modified or replaced from time to time. Such evidence shall include, but not be limited to, evidence that: (i) the predesign package referred to in Section 7.10.B has, if required, been reviewed by and received a favorable recommendation from the Commissioner of Administration for the State of Minnesota, (ii)

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the program plan and cost estimates referred to in Section 7.10.C have, if required, received a recommendation by the Chairs of the Minnesota State Senate Finance Committee and Minnesota House of Representatives Ways and Means Committee, and (iii) the Chair and Ranking Minority Member of the Minnesota House of Representatives Capital Investment Committee and the Chair and Ranking Minority Member of the Minnesota Senate Capital Investment Committee have, if required, been notified pursuant to Section 7.10.G.

N. No Event of Default under this Agreement or event which would constitute an Event of Default but for the requirement that notice be given or that a period of grace or time elapse shall have occurred and be continuing.

O. The State Entity shall have received evidence, in form and substance acceptable to the State Entity, that the Contractor will complete the Construction Items substantially in conformance with the Construction Contract Documents and pay all amounts lawfully owing to all laborers and materialmen who worked on the Construction Items or supplied materials therefor, other than amounts being contested in good faith. Such evidence may be in the form of payment and performance bonds in amounts equal to or greater than the amount of the fixed price or guaranteed maximum price contained in the Construction Contract Documents that name the State Entity and the Public Entity dual obligees thereunder, or such other evidence as may be acceptable to the Public Entity and the State Entity.

P. No determination shall have been made by the State Entity that the amount of funds committed to the Project is less than the amount required to pay all costs and expenses of any kind that may reasonably be anticipated in connection with the Project, or if such a determination has been made and notice thereof sent to the Public Entity under Section 6.03, then the Public Entity has supplied, or has caused some other entity to supply, the necessary funds in accordance with such section or has provided evidence acceptable to the State Entity that sufficient funds are available.

Q. The Public Entity has supplied to the State Entity all other items that the State Entity may reasonably require.

Section 6.05 Construction Inspections. The Public Entity and the Architect, if any, shall be responsible for making their own inspections and observations of the Construction Items, and shall determine to their own satisfaction that the work done or materials supplied by the Contractors to whom payment is to be made out of each Advance has been properly done or supplied in accordance with the Construction Contract Documents. If any work done or materials supplied by a Contractor are not satisfactory to the Public Entity or the Architect, if any, or if a Contractor is not in material compliance with the Construction Contract Documents in any respect, then the Public Entity shall immediately notify the State Entity, in writing. The State Entity and the Inspecting Engineer, if any, may conduct such inspections of the Construction Items as either may deem necessary for the protection of the State Entity's interest, and that any inspections which may be made of the Project by the State Entity or the Inspecting Engineer, if any, are made and all

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certificates issued by the Inspecting Engineer, if any, will be issued solely for the benefit and protection of the State Entity, and the Public Entity will not rely thereon.

Article VII MISCELLANEOUS

Section 7.01 Insurance. The Public Entity shall, upon acquisition of the ownership interest delineated in Section 2.02, insure the Facility, if such exists, in an amount equal to the full insurable value thereof (i) by self insuring under a program of self insurance legally adopted, maintained and adequately funded by the Public Entity, or (ii) by way of builders risk insurance and fire and extended coverage insurance with a deductible in an amount acceptable to the State Entity under which the State Entity and the Public Entity are named as loss payees. If damages which are covered by such required insurance occur, then the Public Entity shall, at its sole option and discretion, either: (y) use or cause the insurance proceeds to be used to fully or partially repair such damage and to provide or cause to be provided whatever additional funds that may be needed to fully or partially repair such damage, or (z) sell its ownership interest in the damaged Facility and portion of the Real Property associated therewith in accordance with the provisions contained in Section 4.01.

If the Public Entity elects to only partially repair such damage, then the portion of the insurance proceeds not used for such repair shall be applied in accordance with the provisions contained in Section 4.02 as if the Public Entity’s ownership interest in the Real Property and Facility had been sold, and such amounts shall be credited against the amounts due and owing under Section 4.02 upon the ultimate sale of the Public Entity’s ownership interest in the Real Property and Facility. If the Public Entity elects to sell its ownership interest in the damaged Facility and portion of the Real Property associated therewith, then such sale must occur within a reasonable time period from the date the damage occurred and the cumulative sum of the insurance proceeds plus the proceeds of such sale must be applied in accordance with the provisions contained in Section 4.02, with the insurance proceeds being so applied within a reasonable time period from the date they are received by the Public Entity.

The State Entity agrees to and will assign or pay over to the Public Entity all insurance proceeds it receives so that the Public Entity can comply with the requirements that this Section imposes thereon as to the use of such insurance proceeds.

If the Public Entity elects to maintain general comprehensive liability insurance regarding the Real Property and, if applicable, Facility, then the Public Entity shall have the State Entity named as an additional named insured therein.

The Public Entity may require a Counterparty to provide and maintain any or all of the insurance required under this Section; provided that the Public Entity continues to be responsible for the providing of such insurance in the event that the Counterparty fails to provide or maintain such insurance.

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At the written request of either the State Entity or the Commissioner of MMB, the Public Entity shall promptly furnish to the requesting entity all written notices and all paid premium receipts received by the Public Entity regarding the required insurance, or certificates of insurance evidencing the existence of such required insurance.

If the Public Entity fails to provide and maintain the insurance required under this Section, then the State Entity may, at its sole option and discretion, obtain and maintain insurance of an equivalent nature and any funds expended by the State Entity to obtain or maintain such insurance shall be due and payable on demand by the State Entity and bear interest from the date of advancement by the State Entity at a rate equal to the lesser of the maximum interest rate allowed by law or 18% per annum based upon a 365-day year. Provided, however, nothing contained herein, including but not limited to this Section, shall require the State Entity to obtain or maintain such insurance, and the State Entity’s decision to not obtain or maintain such insurance shall not lessen the Public Entity’s duty to obtain and maintain such insurance.

Section 7.02 Condemnation. If after the Public Entity has acquired the ownership interest delineated in Section 2.02 all or any portion of the Real Property and, if applicable, Facility is condemned to an extent that the Public Entity can no longer comply with the provisions contained in Section 2.04, then the Public Entity shall, at its sole option and discretion, either: (i) use or cause the condemnation proceeds to be used to acquire an interest in additional real property needed for the Public Entity to continue to comply with the provisions contained in Section 2.04 and, if applicable, to fully or partially restore the Facility and to provide or cause to be provided whatever additional funds that may be needed for such purposes, or (ii) sell the remaining portion of its ownership interest in the Real Property and, if applicable, Facility in accordance with the provisions contained in Section 4.01. Any condemnation proceeds which are not used to acquire an interest in additional real property or to restore, if applicable, the Facility shall be applied in accordance with the provisions contained in Section 4.02 as if the Public Entity’s ownership interest in the Real Property and, if applicable, Facility had been sold, and such amounts shall be credited against the amounts due and owing under Section 4.02 upon the ultimate sale of the Public Entity’s ownership interest in the remaining Real Property and, if applicable, Facility. If the Public Entity elects to sell its ownership interest in the portion of the Real Property and, if applicable, Facility that remains after the condemnation, then such sale must occur within a reasonable time period from the date the condemnation occurred and the cumulative sum of the condemnation proceeds plus the proceeds of such sale must be applied in accordance with the provisions contained in Section 4.02, with the condemnation proceeds being so applied within a reasonable time period from the date they are received by the Public Entity.

As recipient of any of condemnation awards or proceeds referred to herein, the State Entity agrees to and will disclaim, assign or pay over to the Public Entity all of such condemnation awards or proceeds it receives so that the Public Entity can comply with the requirements that this Section imposes upon the Public Entity as to the use of such condemnation awards or proceeds.

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Section 7.03 Use, Maintenance, Repair and Alterations. The Public Entity shall (i) keep the Real Property and, if applicable, Facility, in good condition and repair, subject to reasonable and ordinary wear and tear, (ii) complete promptly and in good and workmanlike manner any building or other improvement which may be constructed on the Real Property and promptly restore in like manner any portion of the Facility, if applicable, which may be damaged or destroyed thereon and pay when due all claims for labor performed and materials furnished therefor, (iii) comply with all laws, ordinances, regulations, requirements, covenants, conditions and restrictions now or hereafter affecting the Real Property or, if applicable, Facility, or any part thereof, or requiring any alterations or improvements thereto, (iv) keep and maintain abutting grounds, sidewalks, roads, parking and landscape areas in good and neat order and repair, (v) comply with the provisions of any Real Property/Facility Lease if the Public Entity’s ownership interest in the Real Property and, if applicable, Facility, is a leasehold interest, (vi) comply with the provisions of any easement if its ownership interest in the Real Property and, if applicable, Facility is by way of such easement, and (vii) comply with the provisions of any condominium documents and any applicable reciprocal easement or operating agreements if the Real Property and, if applicable, Facility, is part of a condominium regime or is subject to a reciprocal easement or use contract.

The Public Entity shall not, without the written consent of the State Entity and the Commissioner of MMB, (a) permit or suffer the use of any of the Real Property or, if applicable, Facility, for any purpose other than the purposes specified in Section 2.04, (b) remove, demolish or substantially alter any of the Real Property or, if applicable, Facility, except such alterations as may be required by laws, ordinances or regulations or such other alterations as may improve such Real Property or, if applicable, Facility by increasing the value thereof or improving its ability to be used to operate the State Program thereon or therein, (c) do any act or thing which would unduly impair or depreciate the value of the Real Property or, if applicable, Facility, (d) abandon the Real Property or, if applicable, Facility, (e) commit or permit any waste or deterioration of the Real Property or, if applicable, Facility, (f) remove any fixtures or personal property from the Real Property or, if applicable, Facility, that was paid for with the proceeds of the Program Grant unless the same are immediately replaced with like property of at least equal value and utility, or (g) commit, suffer or permit any act to be done in or upon the Real Property or, if applicable, Facility, in violation of any law, ordinance or regulation.

If the Public Entity fails to maintain the Real Property and, if applicable, Facility in accordance with the provisions contained in this Section, then the State Entity may perform whatever acts and expend whatever funds that are necessary to so maintain the Real Property and, if applicable, Facility and the Public Entity irrevocably authorizes and empowers the State Entity to enter upon the Real Property and, if applicable, Facility, to perform such acts as may to necessary to so maintain the Real Property and, if applicable, Facility. Any actions taken or funds expended by the State Entity hereunder shall be at its sole option and discretion, and nothing contained herein, including but not limited to this Section, shall require the State Entity to take any action, incur any expense, or expend any funds, and the State Entity shall not be responsible for or liable to the Public Entity or any other entity for any such acts that are undertaken and performed in good faith and not in a negligent manner. Any funds expended by the State Entity to perform such acts as

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Section 7.04 Records Keeping and Reporting. The Public Entity shall maintain or cause to be maintained books, records, documents and other evidence pertaining to the costs or expenses associated with the Project and operation of the Real Property and, if applicable, Facility needed to comply with the requirements contained in this Agreement, the G.O. Compliance Legislation, the Commissioner’s Order, and the State Program Enabling Legislation, and upon request shall allow or cause the entity which is maintaining such items to allow the State Entity, auditors for the State Entity, the Legislative Auditor for the State of Minnesota, or the State Auditor for the State of Minnesota, to inspect, audit, copy, or abstract, all of such items. The Public Entity shall use or cause the entity which is maintaining such items to use generally accepted accounting principles in the maintenance of such items, and shall retain or cause to be retained (i) all of such items that relate to the Project for a period of 6 years from the date that the Project is fully completed and placed into operation, and (ii) all of such items that relate to the operation of the Real Property and, if applicable, Facility for a period of 6 years from the date such operation is initiated.

Section 7.05 Inspections by State Entity. Upon reasonable request by the State Entity and without interfering with the normal use of the Real Property and, if applicable, Facility, the Public Entity shall allow, and will require any entity to whom it leases, subleases, or enters into a Use Contract for any portion of the Real Property and, if applicable, Facility to allow the State Entity to inspect the Real Property and, if applicable, Facility.

Section 7.06 Data Practices. The Public Entity agrees with respect to any data that it possesses regarding the Program Grant, the Project, or the operation of the Real Property and, if applicable, Facility, to comply with all of the provisions and restrictions contained in the Minnesota Government Data Practices Act contained in Chapter 13 of the Minnesota Statutes that exists as of the date of this Agreement and as such may subsequently be amended, modified or replaced from time to time.

Section 7.07 Non-Discrimination. The Public Entity agrees to not engage in discriminatory employment practices regarding the Project, or operation or management of the Real Property and, if applicable, Facility, and it shall, with respect to such activities, fully comply with all of the provisions contained in Chapters 363A and 181 of the Minnesota Statutes that exist as of the date of this Agreement and as such may subsequently be amended, modified or replaced from time to time.

Section 7.08 Worker’s Compensation. The Public Entity agrees to comply with all of the provisions relating to worker’s compensation contained in Minn. Stat. §§ 176.181, subd. 2 and 176.182, as they may be amended, modified or replaced from time to time, with respect to the Project and the operation or management of the Real Property and, if applicable, Facility.

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Section 7.09 Antitrust Claims. The Public Entity hereby assigns to the State Entity and the Commissioner of MMB all claims it may have for overcharges as to goods or services provided with respect to the Project, and operation or management of the Real Property and, if applicable, Facility that arise under the antitrust laws of the State of Minnesota or of the United States of America.

Section 7.10 Review of Plans and Cost Estimates. The Public Entity agrees to comply with all applicable provisions and requirements, if any, contained in Minn. Stat. § 16B.335, as it may be amended, modified or replaced from time to time, for the Project, and in accordance therewith the Public Entity agrees to comply with the following provisions and requirements if such provisions and requirements are applicable.

A. The Public Entity shall provide all information that the State Entity may request in order for the State Entity to determine that the Project will comply with the provisions and requirements contained in Minn. Stat. § 16B.335, as it may be amended, modified or replaced from time to time.

B. Prior to its proceeding with design activities for the Project the Public Entity shall prepare a predesign package and submit it to the Commissioner of Administration for the State of Minnesota for review and comment. The predesign package must be sufficient to define the purpose, scope, cost, and projected schedule for the Project, and must demonstrate that the Project has been analyzed according to appropriate space and needs standards. Any substantial changes to such predesign package must be submitted to the Commissioner of Administration for the State of Minnesota for review and comment.

C. If the Project includes the construction of a new building, substantial addition to an existing building, a substantial change to the interior configuration of an existing building, or the acquisition of an interest in land, then the Public Entity shall not prepare final plans and specifications until it has prepared a program plan and cost estimates for all elements necessary to complete the Project and presented them to the Chairs of the Minnesota State Senate Finance Committee and Minnesota House of Representatives Ways and Means Committee and the chairs have made their recommendations, and it has notified the Chair and Ranking Minority Member of the Minnesota House of Representatives Capital Investment Committee and the Chair and Ranking Minority Member of the Minnesota State Senate Capital Investment Committee. The program plan and cost estimates must note any significant changes in the work to be performed on the Project, or in its costs, which have arisen since the appropriation from the legislature for the Project was enacted or which differ from any previous predesign submittal.

D. The Public Entity must notify the Chairs and Ranking Minority Members of the Minnesota State Senate Finance and Capital Investment Committees, and the Minnesota House of Representatives Capital Investment and Ways and Means Committees of any significant changes to the program plan and cost estimates referred to in Section 7.10.C.

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E. The program plan and cost estimates referred to in Section 7.10.C must ensure that the Project will comply with all applicable energy conservation standards contained in law, including Minn. Stat. §§ 216C.19 to 216C.20, as they may be amended, modified or replaced from time to time, and all rules adopted thereunder.

F. If any of the Program Grant is to be used for the construction or remodeling of the Facility, then both the predesign package referred to in Section 7.10.B and the program plan and cost estimates referred to in Section 7.10.C must include provisions for cost effective information technology investments that will enable the occupant of the Facility to reduce its need for office space, provide more of its services electronically, and decentralize its operations.

G. If the Project does not involve the construction of a new building, substantial addition to an existing building, substantial change to the interior configuration of an existing building, or the acquisition of an interest in land, then prior to beginning work on the Project the Public Entity shall just notify the Chairs and Ranking Minority Members of the Minnesota State Senate Finance and Capital Investment Committees, and the Minnesota House of Representatives Capital Investment and Ways and Means Committees that the work to be performed is ready to begin.

H. The Project must be: (i) substantially completed in accordance with the program plan and cost estimates referred to in Section 7.10.C, (ii) completed in accordance with the time schedule contained in the program plan referred to in Section 7.10.C, and (iii) completed within the budgets contained in the cost estimates referred to in Section 7.10.C.

Provided, however, the provisions and requirements contained in this Section only apply to public lands or buildings or other public improvements of a capital nature, and shall not apply to the demolition or decommissioning of state assets, hazardous material projects, utility infrastructure projects, environmental testing, parking lots, parking structures, park and ride facilities, bus rapid transit stations, light rail lines, passenger rail projects, exterior lighting, fencing, highway rest areas, truck stations, storage facilities not consisting primarily of offices or heated work areas, roads, bridges, trails, pathways, campgrounds, athletic fields, dams, floodwater retention systems, water access sites, harbors, sewer separation projects, water and wastewater facilities, port development projects for which the Commissioner of Transportation for the State of Minnesota has entered into an assistance agreement under Minn. Stat. § 457A.04, as it may be amended, modified or replaced from time to time, ice centers, local government projects with a construction cost of less than $1,500,000.00, or any other capital project with a construction cost of less than $750,000.00.

Section 7.11 Prevailing Wages. The Public Entity agrees to comply with all of the applicable provisions contained in Chapter 177 of the Minnesota Statutes, and specifically those provisions contained in Minn. Stat. §§ 177.41 through 177.435, as they may be amended, modified or replaced from time to time with respect to the Project and the operation of the State Program on or in the Real Property and, if applicable, Facility. By agreeing to this provision, the Public Entity

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is not acknowledging or agreeing that the cited provisions apply to the Project or the operation of the State Program on or in the Real Property and, if applicable, Facility.

Section 7.12 Liability. The Public Entity and the State Entity agree that they will, subject to any indemnifications provided herein, be responsible for their own acts and the results thereof to the extent authorized by law, and they shall not be responsible for the acts of the other party and the results thereof. The liability of the State Entity and the Commissioner of MMB is governed by the provisions contained in Minn. Stat. § 3.736, as it may be amended, modified or replaced from time to time. If the Public Entity is a “municipality” as such term is used in Chapter 466 of the Minnesota Statutes that exists as of the date of this Agreement and as such may subsequently be amended, modified or replaced from time to time, then the liability of the Public Entity, including but not limited to the indemnification provided under Section 7.13, is governed by the provisions contained in such Chapter 466.

Section 7.13 Indemnification by the Public Entity. The Public Entity shall bear all loss, expense (including attorneys’ fees), and damage in connection with the Project and operation of the Real Property and, if applicable, Facility, and agrees to indemnify and hold harmless the State Entity, the Commissioner of MMB, and the State of Minnesota, their agents, servants and employees from all claims, demands and judgments made or recovered against the State Entity, the Commissioner of MMB, and the State of Minnesota, their agents, servants and employees, because of bodily injuries, including death at any time resulting therefrom, or because of damages to property of the State Entity, the Commissioner of MMB, or the State of Minnesota, or others (including loss of use) from any cause whatsoever, arising out of, incidental to, or in connection with the Project or operation of the Real Property and, if applicable, Facility, whether or not due to any act of omission or commission, including negligence of the Public Entity or any contractor or his or their employees, servants or agents, and whether or not due to any act of omission or commission (excluding, however, negligence or breach of statutory duty) of the State Entity, the Commissioner of MMB, or the State of Minnesota, their employees, servants or agents.

The Public Entity further agrees to indemnify, save, and hold the State Entity, the Commissioner of MMB, and the State of Minnesota, their agents and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation by the Public Entity, its officers, employees, or agents, or by any Counterparty, its officers, employees, or agents, of any provision of the Minnesota Government Data Practices Act, including legal fees and disbursements paid or incurred to enforce the provisions contained in Section 7.06.

The Public Entity’s liability hereunder shall not be limited to the extent of insurance carried by or provided by the Public Entity, or subject to any exclusions from coverage in any insurance policy.

Section 7.14 Relationship of the Parties. Nothing contained in this Agreement is intended or should be construed in any manner as creating or establishing the relationship of copartners or a joint venture between the Public Entity, the State Entity, or the Commissioner of MMB, nor shall the Public Entity be considered or deemed to be an agent, representative, or employee of the State

Generic GO Bond Proceeds 35 Ver – 6/30/14 Grant Agreement for Program Construction Grants Entity, the Commissioner of MMB, or the State of Minnesota in the performance of this Agreement, the Project, or operation of the Real Property and, if applicable, Facility.

The Public Entity represents that it has already or will secure or cause to be secured all personnel required for the performance of this Agreement and the Project, and the operation and maintenance of the Real Property and, if applicable, Facility. All personnel of the Public Entity or other persons while engaging in the performance of this Agreement, the Project, or the operation and maintenance of the Real Property and, if applicable, Facility shall not have any contractual relationship with the State Entity, the Commissioner of MMB, or the State of Minnesota, and shall not be considered employees of any of such entities. In addition, all claims that may arise on behalf of said personnel or other persons out of employment or alleged employment including, but not limited to, claims under the Workers’ Compensation Act of the State of Minnesota, claims of discrimination against the Public Entity, its officers, agents, contractors, or employees shall in no way be the responsibility of the State Entity, the Commissioner of MMB, or the State of Minnesota. Such personnel or other persons shall not require nor be entitled to any compensation, rights or benefits of any kind whatsoever from the State Entity, the Commissioner of MMB, or the State of Minnesota including, but not limited to, tenure rights, medical and hospital care, sick and vacation leave, disability benefits, severance pay and retirement benefits.

Section 7.15 Notices. In addition to any notice required under applicable law to be given in another manner, any notices required hereunder must be in writing and shall be sufficient if personally served or sent by prepaid, registered, or certified mail (return receipt requested), to the business address of the party to whom it is directed. Such business address shall be that address specified below or such different address as may hereafter be specified, by either party by written notice to the other:

To the Public Entity at:

City of Roseville 2640 Civic Center Drive Roseville, MN 55113 Attention: Lonnie Brokke

To the State Entity at:

Minnesota Department of Employment and Economic Development 332 Minnesota St., Suite E200 St. Paul, MN 55101 Attention: Gerald Wenner

To the Commissioner of MMB at:

Minnesota Department of Management and Budget 400 Centennial Office Bldg. 658 Cedar St. St. Paul, MN 55155 Attention: Commissioner

Generic GO Bond Proceeds 36 Ver – 6/30/14 Grant Agreement for Program Construction Grants Section 7.16 Binding Effect and Assignment or Modification. This Agreement and the Declaration shall be binding upon and inure to the benefit of the Public Entity and the State Entity, and their respective successors and assigns. Provided, however, that neither the Public Entity nor the State Entity may assign any of its rights or obligations under this Agreement or the Declaration without the prior written consent of the other party. No change or modification of the terms or provisions of this Agreement or the Declaration shall be binding on either the Public Entity or the State Entity unless such change or modification is in writing and signed by an authorized official of the party against which such change or modification is to be imposed.

Section 7.17 Waiver. Neither the failure by the Public Entity, the State Entity, or the Commissioner of MMB, as a third party beneficiary of this Agreement, in any one or more instances to insist upon the complete and total observance or performance of any term or provision hereof, nor the failure of the Public Entity, the State Entity, or the Commissioner of MMB, as a third party beneficiary of this Agreement, to exercise any right, privilege, or remedy conferred hereunder or afforded by law shall be construed as waiving any breach of such term, provision, or the right to exercise such right, privilege, or remedy thereafter. In addition, no delay on the part of the Public Entity, the State Entity, or the Commissioner of MMB, as a third party beneficiary of this Agreement, in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude other or further exercise thereof or the exercise of any other right or remedy.

Section 7.18 Entire Agreement. This Agreement, the Declaration, and the documents, if any, referred to and incorporated herein by reference embody the entire agreement between the Public Entity and the State Entity, and there are no other agreements, either oral or written, between the Public Entity and the State Entity on the subject matter hereof.

Section 7.19 Choice of Law and Venue. All matters relating to the validity, construction, performance, or enforcement of this Agreement or the Declaration shall be determined in accordance with the laws of the State of Minnesota. All legal actions initiated with respect to or arising from any provision contained in this Agreement shall be initiated, filed and venued in the State of Minnesota District Court located in the City of St. Paul, County of Ramsey, State of Minnesota.

Section 7.20 Severability. If any provision of this Agreement is finally judged by any court to be invalid, then the remaining provisions shall remain in full force and effect and they shall be interpreted, performed, and enforced as if the invalid provision did not appear herein.

Section 7.21 Time of Essence. Time is of the essence with respect to all of the matters contained in this Agreement.

Section 7.22 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but such counterparts shall together constitute one and the same instrument.

Generic GO Bond Proceeds 37 Ver – 6/30/14 Grant Agreement for Program Construction Grants Section 7.23 Matching Funds. The Public Entity must obtain and supply the following matching funds, if any, for the Project: $0

Any matching funds which are intended to meet the above requirements must either be in the form of (i) cash monies, (ii) legally binding commitments for money, or (iii) equivalent funds or contributions, including equity, which have been or will be used to pay for the Project. The Public Entity shall supply to the Commissioner of MMB whatever documentation the Commissioner of MMB may request to substantiate the availability and source of any matching funds, and the source and terms relating to all matching funds must be consented to, in writing, by the Commissioner of MMB.

Section 7.24 Source and Use of Funds. The Public Entity represents to the State Entity and the Commissioner of MMB that Attachment III is intended to be and is a source and use of funds statement showing the total cost of the Project and all of the funds that are available for the completion of the Project, and that the information contained in such Attachment III correctly and accurately delineates the following information.

A. The total cost of the Project detailing all of the major elements that make up such total cost and how much of such total cost is attributed to each such major element.

B. The source of all funds needed to complete the Project broken down among the following categories:

(i) State funds including the Program Grant, identifying the source and amount of such funds. (ii) Matching funds, identifying the source and amount of such funds. (iii) Other funds supplied by the Public Entity, identifying the source and amount of such funds. (iv) Loans, identifying each such loan, the entity providing the loan, the amount of each such loan, the terms and conditions of each such loan, and all collateral pledged for repayment of each such loan. (v) Other funds, identifying the source and amount of such funds.

C. Such other financial information that is needed to correctly reflect the total funds available for the completion of the Project, the source of such funds and the expected use of such funds.

Previously paid project expenses that are to be reimbursed and paid from proceeds of the G.O. Grant may only be included as a source of funds and included in Attachment III if such items have been approved, in writing, by the Commissioner of MMB.

Generic GO Bond Proceeds 38 Ver – 6/30/14 Grant Agreement for Program Construction Grants If any of the funds included under the source of funds have conditions precedent to the release of such funds, then the Public Entity must provide to the State Entity and the Commissioner of MMB a detailed description of such conditions and what is being done to satisfy such conditions.

The Public Entity shall also supply whatever other information and documentation that the State Entity or the Commissioner of MMB may request to support or explain any of the information contained in Attachment III.

The value of the Public Entity’s ownership interest in the Real Property and, if applicable, Facility should only be shown in Attachment III if such ownership interest is being acquired and paid for with funds shown in such Attachment III, and for all other circumstances such value should be shown in the definition for Ownership Value in Section 1.01 and not included in such Attachment III.

The funds shown in Attachment III and to be supplied for the Project may, subject to any limitations contained in the State Program Enabling Legislation, be provided by either the Public Entity or a Counterparty under a Use Contract.

Section 7.25 Project Completion Schedule. The Public Entity represents to the State Entity and the Commissioner of MMB that Attachment IV correctly and accurately delineates the projected schedule for the completion of the Project.

Section 7.26 Third-Party Beneficiary. The State Program will benefit the State of Minnesota and the provisions and requirements contained herein are for the benefit of both the State Entity and the State of Minnesota. Therefore, the State of Minnesota, by and through its Commissioner of MMB, is and shall be a third-party beneficiary of this Agreement.

Section 7.27 Public Entity Tasks. Any tasks that this Agreement imposes upon the Public Entity may be performed by such other entity as the Public Entity may select or designate, provided that the failure of such other entity to perform said tasks shall be deemed to be a failure to perform by the Public Entity.

Section 7.28 State Entity and Commissioner Required Acts and Approvals. The State Entity and the Commissioner of MMB shall not (i) perform any act herein required or authorized by it in an unreasonable manner, (ii) unreasonably refuse to perform any act that it is required to perform hereunder, or (iii) unreasonably refuse to provide or withhold any approval that is required of it herein.

Section 7.29 Applicability to Real Property and Facility. This Agreement applies to the Public Entity’s ownership interest in the Real Property and if a Facility exists to the Facility. The term “if applicable” appearing in conjunction with the term “Facility” is meant to indicate that this Agreement will apply to a Facility if one exists, and if no Facility exists then this Agreement will only apply to the Public Entity’s ownership interest in the Real Property.

Generic GO Bond Proceeds 39 Ver – 6/30/14 Grant Agreement for Program Construction Grants Section7.30 E-Verification. The Public Entity agrees and acknowledges that it is aware of Minn. Stat. § 16C.075 regarding e-verification of employment of all newly hired employees to confirm that such employees are legally entitled to work in the United States, and that it will, if and when applicable, fully comply with such statute and impose a similar requirement in any Use Contract to which it is a party.

Section 7.31 Additional Requirements. The Public Entity and the State Entity agree to comply with the following additional requirements. In the event of any conflict or inconsistency between the following additional requirements and any other provisions or requirement contained in this Agreement, the following additional requirements contained in this Section shall control. None

Generic GO Bond Proceeds 40 Ver – 6/30/14 Grant Agreement for Program Construction Grants IN TESTIMONY HEREOF, the Public Entity and the State Entity have executed this General Obligation Bond Proceeds Grant Agreement Construction Grant for the Roseville–Guidant John Rose Oval Project under the General Obligation Bonds Program on the day and date indicated immediately below their respective signatures.

PUBLIC ENTITY: City of Roseville

By:

Its:

Dated: ______, _____

And:

Its:

Dated: ______, _____

STATE ENTITY: Minnesota Department of Employment and Economic Development

By:

Its: Deputy Commissioner

Dated: ______, _____

Department of Employment and Economic Development, encumbrance verification

By: Its: Contract Coordinator

Dated Encumbered: ______5/11/21

(Individual signing certified that funds have been encumbered as required by MN Statutes 16A.15 and 16C.05) PR 60602 SC 193634 PO 3000432596

Generic GO Bond Proceeds 41 Ver – 6/30/14 Grant Agreement for Program Construction Grants Attachment I to Grant Agreement State of Minnesota General Obligation Bond Financed DECLARATION

The undersigned has the following interest in the real property located in the County of Ramsey, State of Minnesota that is legally described in Exhibit A attached and all facilities situated thereon (collectively, the “Restricted Property”):

(Check the appropriate box.) x a fee simple title,

a lease, or

an easement,

and as owner of such fee title, lease or easement, does hereby declare that such interest in the Restricted Property is hereby made subject to the following restrictions and encumbrances:

A. The Restricted Property is bond financed property within the meaning of Minn. Stat. § 16A.695, is subject to the encumbrance created and requirements imposed by such statute, and cannot be sold, mortgaged, encumbered or otherwise disposed of without the approval of the Commissioner of Minnesota Management and Budget, which approval must be evidenced by a written statement signed by said commissioner and attached to the deed, mortgage, encumbrance or instrument used to sell or otherwise dispose of the Restricted Property; and

B. The Restricted Property is subject to all of the terms, conditions, provisions, and limitations contained in that certain [_Grant Agreement – Construction Grant for the Roseville – Guidant John Rose OVAL Project under the General Obligation Bonds Program]_ between _the State of Minnesota/DEED_ and _City of Roseville_, dated ______,

The Restricted Property shall remain subject to this State of Minnesota General Obligation Bond Financed Declaration for 125% of the useful life of the Restricted Property or until the Restricted Property is sold with the written approval of the Commissioner of Minnesota Management and Budget, at which time it shall be released therefrom by way of a written release in recordable form signed by both the Commissioner of the Minnesota Department of Employment and Economic Development and the Commissioner of Minnesota Management and Budget, and such written release is recorded in the real estate records relating to the Restricted Property. This Declaration may not be terminated, amended, or in any way modified without the specific written consent of the Commissioner of Minnesota Management and Budget.

Generic GO Bond Proceeds 42 Ver – 6/30/14 Grant Agreement for Program Construction Grants (SIGNATURE BLOCK, ACKNOWLEDGMENTS, AND STATEMENT AS TO WHOM IT WAS DRAFTED BY.)

Exhibit A to Declaration LEGAL DESCRIPTION OF RESTRICTED PROPERTY

Property located at 2660 Civic Center Drive, Roseville Minnesota – (SE ¼ of SE ¼ in Section 3 TN29 RN 23)

Generic GO Bond Proceeds 43 Ver – 6/30/14 Grant Agreement for Program Construction Grants Attachment II to Grant Agreement LEGAL DESCRIPTION OF REAL PROPERTY

2660 Civic Center Drive Roseville, Minnesota

(SE ¼ of SE ¼ in Section 3, TN 29, RN23)

Generic GO Bond Proceeds 44 Ver – 6/30/14 Grant Agreement for Program Construction Grants Attachment III to Grant Agreement SOURCE AND USE OF FUNDS FOR THE PROJECT

Generic GO Bond Proceeds 45 Ver – 6/30/14 Grant Agreement for Program Construction Grants Attachment IV to Grant Agreement PROJECT COMPLETION SCHEDULE

Guidant John Rose Oval – Roseville 2021 - Project Timeline

Activity Beginning Complete Replace/Repair Refrigeration Plant 3/15/2021 12/31/2023 Replace Brine Pumping System 3/15/2021 12/31/2023 Repair Concrete Refrigeration Rink 3/15/2021 12/31/2023 Repair Perimeter & Underground Drainage 3/15/2021 12/31/2023 Repair Safety Fence/Padding System 3/15/2021 12/31/2023

Generic GO Bond Proceeds 46 Ver – 6/30/14 Grant Agreement for Program Construction Grants Generic GO Bond Proceeds 47 Ver – 6/30/14 Grant Agreement for Program Construction Grants Attachment B

Standard Agreement for Professional Services

This Agreement (“Agreement”) is made on the 12th day of July, 2021, between the City of Roseville, a municipal corporation (hereinafter “City”), and B32 Engineering Group, a Corporation (hereinafter “Consultant”).

Preliminary Statement

The City has adopted a policy regarding the selection and retention of consultants to provide a variety of professional services for City projects. That policy requires that persons, firms or corporations providing such services enter into written agreements with the City. The purpose of this Agreement is to set forth the terms and conditions for the performance of professional services by the Consultant.

The City and Consultant agree as follows:

1. Scope of Work Proposal. The Consultant agrees to provide the professional services described in Exhibit “A” attached hereto (“Work”) in consideration for the compensation set forth in Provision 3 below. The terms of this Agreement shall take precedence over and supersede any provisions and/or conditions in any proposal submitted by the Consultant.

2. Term. The term of this Agreement shall be from July 12, 2021, through January 15, 2023, the date of signature by the parties notwithstanding.

3. Compensation for Services. The City agrees to pay the Consultant the compensation described in Exhibit B attached hereto for the Work, subject to the following:

A. Any changes in the Work which may result in an increase to the compensation due the Consultant shall require prior written approval of the City. The City will not pay additional compensation for Work that does not have such prior written approval.

B. Third party independent contractors and/or subcontractors may be retained by the Consultant when required by the complex or specialized nature of the Work when authorized in writing by the City. The Consultant shall be responsible for and shall pay all costs and expenses payable to such third party contractors unless otherwise agreed to by the parties in writing.

4. City Representative and Special Requirements:

1 A. James Taylor shall act as the City’s representative with respect to the Work to be performed under this Agreement. Such representative shall have authority to transmit instructions, receive information and interpret and define the City’s policies and decisions with respect to the Work to be performed under this Agreement, but shall not have the right to enter into contracts or make binding agreements on behalf of the City with respect to the Work or this Agreement. The City may change the City’s representative at any time by notifying the Consultant of such change in writing.

B. In the event that the City requires any special conditions or requirements relating to the Work and/or this Agreement, such special conditions and requirements are stated in Exhibit C attached hereto. The parties agree that such special conditions and requirements are incorporated into and made a binding part of this Agreement. The Consultant agrees to perform the Work in accordance with, and this Agreement shall be subject to, the conditions and requirements set forth in Exhibit C.

5. Method of Payment. The Consultant shall submit to the City, on a monthly basis commencing on August 12, 2021, an itemized written invoice for Work performed under this Agreement during the previous month. Invoices submitted shall be paid in the same manner as other claims made to the City. Invoices shall contain the following:

A. For Work reimbursed on an hourly basis, the Consultant shall indicate for each employee, his or her name, job title, the number of hours worked, rate of pay for each employee, a computation of amounts due for each employee, and the total amount due for each project task. For all other Work, the Consultant shall provide a description of the Work performed and the period to which the invoice applies. For reimbursable expenses, if provided for in Exhibit A, the Consultant shall provide an itemized listing and such documentation of such expenses as is reasonably required by the City. In addition to the foregoing, all invoices shall contain, if requested by the City, the City’s project number, a progress summary showing the original (or amended) amount of the Agreement, the current billing, past payments, the unexpended balance due under the Agreement, and such other information as the City may from time to time reasonably require.

B. To receive any payment pursuant to this Agreement, the invoice must include the following statement dated and signed by the Consultant: “I declare under penalty of perjury that this account, claim, or demand is just and correct and that no part of it has been paid.”

The payment of invoices shall be subject to the following provisions:

A. The City shall have the right to suspend the Work to be performed by the Consultant under this Agreement when it deems necessary to protect the City, residents of the City or others who are affected by the Work. If any Work to be performed by the Consultant is suspended in whole or in part by the City, the Consultant shall be paid for any services performed prior to the delivery upon the Consultant of the written notice from the City of such suspension.

2 B. The Consultant shall be reimbursed for services performed by any third party independent contractors and/or subcontractors only if the City has authorized the retention of and has agreed to pay such persons or entities pursuant to Section 3B above.

6. Project Manager and Staffing. The Consultant has designated Scott Ward (“Project Contacts”) to perform and/or supervise the Work, and as the persons for the City to contact and communicate with regarding the performance of the Work. The Project Contacts shall be assisted by other employees of the Consultant as necessary to facilitate the completion of the Work in accordance with the terms and conditions of this Agreement. The Consultant may not remove or replace the Project Contacts without the prior approval of the City.

7. Standard of Care. All Work performed by the Consultant under this Agreement shall be in accordance with the normal standard of care in Ramsey County, Minnesota, for professional services of like kind to the Work being performed under this Agreement.

8. Audit Disclosure. Any reports, information, data and other written documents given to, or prepared or assembled by the Consultant under this Agreement which the City requests to be kept confidential shall not be made available by the Consultant to any individual or organization without the City’s prior written approval. The books, records, documents and accounting procedures and practices of the Consultant or other parties relevant to this Agreement are subject to examination by the City and either the Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Agreement. The Consultant shall at all times abide by Minn. Stat. § 13.01 et seq. and the Minnesota Government Data Practices Act, to the extent the Act is applicable to data, documents, and other information in the possession of the Consultant.

9. Termination. This Agreement may be terminated at any time by the City, with or without cause, by delivering to the Consultant at the address of the Consultant set forth in Provision 26 below, a written notice at least ten (10) days prior to the date of such termination. The date of termination shall be stated in the notice. Upon termination the Consultant shall be paid for services rendered (and reimbursable expenses incurred if required to be paid by the City under this Agreement) by the Consultant through and until the date of termination so long as the Consultant is not in default under this Agreement. If the City terminates this Agreement because the Consultant is in default of its obligations under this Agreement, no further payment shall be payable or due to the Consultant following the delivery of the termination notice, and the City may, in addition to any other rights or remedies it may have at law or in equity, retain another consultant to undertake or complete the Work to be performed hereunder.

10. Subcontractor. The Consultant shall not enter into subcontracts for services provided under this Agreement without the express written consent of the City. If subcontracts are approved and entered into, the Consultant shall promptly pay any subcontractor involved

3 in the performance of this Agreement as required by, and the Consultant shall otherwise comply with, the State Prompt Payment Act.

11. Independent Consultant. At all times and for all purposes herein, the Consultant is an independent contractor and not an employee of the City. No statement herein shall be construed so as to find the Consultant an employee of the City.

12. Non-Discrimination. During the performance of this Agreement, the Consultant shall not discriminate against any person, contractor, vendor, employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. The Consultant shall post in places available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause and stating that all qualified applicants will receive consideration for employment. The Consultant shall incorporate the foregoing requirements of this Provision 12 in all of its subcontracts for Work done under this Agreement, and will require all of its subcontractors performing such Work to incorporate such requirements in all subcontracts for the performance of the Work. The Consultant further agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act.

13. Assignment. The Consultant shall not assign this Agreement, nor its rights and/or obligations hereunder, without the prior written consent of the City.

14. Services Not Provided For. The City shall not be required to pay for any claim for services furnished by the Consultant not specifically provided for herein.

15. Compliance with Laws and Regulations. The Consultant shall abide with all federal, state and local laws, statutes, ordinances, rules and regulations in the performance of the Work. The Consultant and City, together with their respective agents and employees, agree to abide by the provisions of the Minnesota Data Practices Act, Minnesota Statutes Section 13, as amended, and Minnesota Rules promulgated pursuant to Chapter 13. Any violation by the Consultant of statutes, ordinances, rules and regulations pertaining to the Work to be performed shall constitute a material breach of this Agreement and entitle the City to immediately terminate this Agreement.

16. Waiver. Any waiver by either party of a breach of any provisions of this Agreement shall not affect, in any respect, the validity of the remainder of this Agreement or either parties ability to enforce a subsequent breach.

17. Indemnification. To the fullest extent permitted by law, the Consultant agrees to defend, indemnify and hold the City, and its mayor, councilmembers, officers, agents, employees and representatives harmless from and against all liability, claims, damages, costs, judgments, losses and expenses, including but not limited to reasonable attorney’s fees, arising out of or resulting from any negligent or wrongful act or omission of the Consultant, its officers, agents, employees, contractors and/or subcontractors, pertaining to the

4 performance or failure to perform the Work and against all losses resulting from the failure of the Consultant to fully perform all of the Consultant’s obligations under this Agreement.

18. Insurance.

A. General Liability. Prior to starting the Work and during the full term of this Agreement, the Consultant shall procure, maintain and pay for such insurance as will protect against claims for bodily injury or death, and for damage to property, including loss of use, which may arise out of operations by the Consultant or by any subcontractor of the Consultant, or by anyone employed by any of them, or by anyone for whose acts any of them may be liable. Such insurance shall include, but not be limited to, minimum coverages and limits of liability specified in this Provision 18 or such greater coverages and amounts as are required by law. Except as otherwise stated below, the policies shall name the City as an additional insured for the Work provided under this Agreement and shall provide that the Consultant’s coverage shall be primary and noncontributory in the event of a loss.

B. The Consultant shall procure and maintain the following minimum insurance coverages and limits of liability with respect to the Work:

Worker’s Compensation: Statutory Limits

Commercial General Liability: $1,000,000 per occurrence $1,500,000 general aggregate $1,000,000 products – completed operations aggregate $5,000 medical expense

Comprehensive Automobile Liability: $1,000,000 combined single limit (shall include coverage for all owned, hired and non-owed vehicles.

C. The Commercial General Liability policy(ies) shall be equivalent in coverage to ISO form CG 0001, and shall include the following:

(i) Personal injury with Employment Exclusion (if any) deleted;

(ii) Broad Form Contractual Liability coverage; and

(iii) Broad Form Property Damage coverage, including Completed Operations.

D. During the entire term of this Agreement, and for such period of time thereafter as is necessary to provide coverage until all relevant statutes of limitations pertaining to the Work have expired, the Consultant shall procure, maintain and pay for professional liability insurance, satisfactory to the City, which insures the payment of damages for

5 liability arising out of the performance of professional services for the City, in the insured’s capacity as the Consultant, if such liability is caused by an error, omission, or negligent act of the insured or any person or organization for whom the insured is liable. Said policy shall provide an aggregate limit of at least $2,000,000.00. Said policy shall not name the City as an insured.

E. The Consultant shall maintain in effect all insurance coverages required under this Provision 18 at Consultant’s sole expense and with insurance companies licensed to do business in the state in Minnesota and having a current A.M. Best rating of no less than A-, unless otherwise agreed to by the City in writing. In addition to the requirements stated above, the following applies to the insurance policies required under this Provision:

(i) All policies, except the Professional Liability Insurance Policy, shall be written on an “occurrence” form (“claims made” and “modified occurrence” forms are not acceptable);

(ii) All policies, except the Professional Liability Insurance Policy and the Worker’s Compensation Policy, shall name “the City of Roseville” as an additional insured;

(iii) All policies, except the Professional Liability Insurance and Worker’s Compensation Policies, shall contain a waiver of subrogation naming “the City of Roseville.”

(iv) All policies, except the Professional Liability Insurance Policy and the Worker’s Compensation Policy, shall insure the defense and indemnify obligations assumed by Consultant under this Agreement; and

(v) All policies shall contain a provision that coverages afforded thereunder shall not be canceled or non-renewed or restrictive modifications added, without thirty (30) days prior written notice to the City.

A copy of: (i) a certification of insurance satisfactory to the City, and (ii) if requested, the Consultant’s insurance declaration page, riders and/or endorsements, as applicable, which evidences the compliance with this Paragraph 18, must be filed with the City prior to the start of Consultant’s Work. Such documents evidencing insurance shall be in a form acceptable to the City and shall provide satisfactory evidence that the Consultant has complied with all insurance requirements. Renewal certificates shall be provided to the City at least 30 days prior to the expiration date of any of the required policies. The City will not be obligated, however, to review such declaration page, riders, endorsements or certificates or other evidence of insurance, or to advise Consultant of any deficiencies in such documents, and receipt thereof shall not relieve the Consultant from, nor be deemed a waiver of, the City’s right to enforce the terms of the Consultant’s obligations hereunder. The City reserves the right to examine any policy provided for under this Provision 18.

6 19. Ownership of Documents. All plans, diagrams, analysis, reports and information generated in connection with the performance of this Agreement (“Information”) shall become the property of the City, but the Consultant may retain copies of such documents as records of the services provided. The City may use the Information for any reasons it deems appropriate without being liable to the Consultant for such use. The Consultant shall not use or disclose the Information for purposes other than performing the Work contemplated by this Agreement without the prior consent of the City.

20. Annual Review. Prior to July 1 of each year of this Agreement, the City shall have the right to conduct a review of the performance of the Work performed by the Consultant under this Agreement. The Consultant agrees to cooperate in such review and to provide such information as the City may reasonably request. Following each performance review the parties shall, if requested by the City, meet and discuss the performance of the Consultant relative to the remaining Work to be performed by the Consultant under this Agreement.

21. Conflicts. No salaried officer or employee of the City and no member of the City Council of the City shall have a financial interest, direct or indirect, in this Agreement. The violation of this provision shall render this Agreement void.

22. Governing Law. This Agreement shall be controlled by the laws of the State of Minnesota.

23. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original.

24. Severability. The provisions of this Agreement are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Agreement.

25. Notices. Any notice to be given by either party upon the other under this Agreement shall be properly given: a) if delivered personally to the City Manager if such notice is to be given to the City, or if delivered personally to an officer of the Consultant if such notice is to be given to the Consultant, b) if mailed to the other party by United States registered or certified mail, return receipt requested, postage prepaid, addressed in the manner set forth below, or c) if given to a nationally, recognized, reputable overnight courier for overnight delivery to the other party addressed as follows:

If to City: City of Roseville Roseville City Hall 2660 Civic Center Drive Roseville, MN 55113 Attn: Parks and Recreation Director

If to Consultant: B32 Engineering Group

7 2211 O’Neil Rd. Hudson, WI 54016 Attn: Scott Ward

Notices shall be deemed effective on the date of receipt if given personally, on the date of deposit in the U.S. mails if mailed, or on the date of delivery to an overnight courier if so delivered; provided, however, if notice is given by deposit in the U.S. mails or delivery to an overnight courier, the time for response to any notice by the other party shall commence to run one business day after the date of mailing or delivery to the courier. Any party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, 10 days prior to the effective date of such change.

26. Entire Agreement. Unless stated otherwise in this Provision 26, the entire agreement of the parties is contained in this Agreement. This Agreement supersedes all prior oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. The following agreements supplement and are a part of this Agreement: Proposal for Professional Engineering and Design Services: Guidant John Rose MN OVAL dated November 30, 2020, Revised June 21, 2021.

8 IN WITNESS WHEREOF, the undersigned parties have entered into this Agreement as of the date set forth above.

CITY OF ROSEVILLE

By: ______Mayor

By: ______City Manager

(NAME OF CONSULTANT)

By: ______

Its: ______

9 EXHIBIT A

WORK

The Consultant shall perform the following Work at the following locations:

Proposal for Professional Engineering and Design Services: Guidant John Rose MN OVAL dated November 30, 2020, Revised June 21, 2021.

10 EXHIBIT B

COMPENSATION

The City shall pay the Consultant the amount of $273,750 for the Work to be performed, which amount is comprised of the following:

• Design and Construction Phase - $171,600 • Competitive Bidding of Project - $92,300 • Option 2 – Study connecting waste heat from the OVAL refrigeration to existing geothermal system. - $9,850

11 Attachment C PROPOSAL

GUIDANT JOHN ROSE MN OVAL 2020 ICE SYSTEM IMPROVEMENT PROJECT City of Roseville Roseville, MN November 2020

Contact: Mr. Scott Ward, P.E. Owner P. 651.256.3090 [email protected] www.b32eng.com PASSION EXPERIENCE

INNOVATION

November 30, 2020, Revised June 21, 2021

Mr. Lonnie Brokke, CPRP Director of Parks and Recreation 2660 Civic Center Drive Roseville, MN 55113

Re: Proposal for Professional Engineering and Design Services: Guidant John Rose Minnesota Oval – Ice System Improvements.

Dear Mr. Brokke:

B32 Engineering Group, Inc. is pleased to present our specialized experience to you and the City of Roseville for professional engineering services for the proposed improvements to the ice system (refrigeration system, oval floor, bandy and rink floors, drainage, etc.) at the Guidant John Rose Minnesota Oval. I know you will find that our team possesses the depth and specialty experience required to ensure that the City receives the most comprehensive, detailed, and accurate information required to make informed decisions. As you know we are very familiar with the facility through past projects and walk throughs.

B32 Engineering Group, Inc. has assembled an outstanding team of engineers, designers and consultants experienced in evaluations, programming, concept design, and design and construction services for ice rink projects with collective experience of over 250 different ice rink projects. Individually and collectively the team brings to this project successful public, community-based planning and design principles and applications.

As Owner of B32 Engineering Group, Inc., I will be serving as the project manager, team leader, as well as the ice system consultant and engineer on this project. I will also be the primary contact for the City. B32 Engineering Group, Inc. is a leader in the ice rink industry providing some of the most innovative, cost-effective and energy-efficient design solutions in ice arena facilities. We have extensive public, community-based ice rink experience as well as geothermal ice rink experience and a large number of ice rink evaluation and renovation projects. We have just completed the design for the replacement the 1375-ton refrigeration system and speed skating oval floor system at the Olympic Center in Lake Placid NY, one of the only other outdoor speedskating facilities in the U.S. We know these types of facilities very well and have thorough understanding of their needs and performance requirements.

We are confident you will find our qualifications, experience and reputation at the top of the industry. We are very excited about this opportunity and we look forward to personally sharing our experiences and knowledge of ice rink and speedskating facilities with you and the City of Roseville. If you have any questions, please feel free to call me at our office at 651.256.3090 or on my mobile at 651.492.1376.

Sincerely, B32 ENGINEERING GROUP, INC.

Scott A. Ward, P.E. President Enclosure: Proposal TABLE OF CONTENTS

Project Team...... 3 Projects...... 13 Project Understanding...... 46 Work Plan/ Scope of Service...... 47 Proposed Cost...... 55 GUIDANT JOHN ROSE MN OVAL ICE SYSTEM IMPROVEMENT PROJECT PROPOSAL PROJECT TEAM

A comprehensive design solution for the ice system replacement at the Guidant John Rose MN Oval requires a thoughtful selection of engineers and consultants. For this very important project, B32 has assembled a project team of talented and experienced designers and engineers developed through years of experience and collaboration to deliver a highly successful project to the City of Roseville. Our team 2211 O’Neil Road is rich in ice rink experience, collectively completing more than 250 ice rink projects. Hudson, Wisconsin 54016 B32 will serve as the project team leader, lead designer and will orchestrate, Contact schedule, coordinate consultant team activities, and complete the majority of the Scott Ward, P.E. work. We will establish tasks, priorities, facilitate communication and will be the City Principal, Owner of Roseville’s primary point of contact for the project. The following provides more Phone: 651.256.3090 detailed overview of B32 and our exceptional design team. Mobile: 651.492.1376 [email protected] www.b32eng.com B32 - Project Management and Primary Design Firm

B32 is a professional multi-disciplined consulting engineering firm with an established history and solid reputation for delivering personal, quality, and well- designed projects and exceptional client service. Today, with over 250 completed and successful ice rink projects (65% of which are renovation related projects), we take pride in being leaders in an industry we are extremely passionate about. We continue to raise industry standards through innovation, quality, attention to detail, responsiveness, and strive to provide solutions that maximize the economic and social success of each facility. This requires a holistic approach to each and every project: evaluating the interactions between the ice system and the facility’s building design envelope; HVAC and plumbing systems; lighting and energy systems; and control systems.

We embrace the use of renewable and sustainable materials and techniques in our standard design practices and place them front and center during our continuous efforts to research and find new approaches, technologies, and environmentally friendly materials and refrigerants. A few examples include our very successful application of using a municipal water source as a geothermal source of energy and the first CO2 based ice systems in the United States that are now operating in Anchorage, Eagle River, AK, Palmer, AK and St. Michael, MN. We strongly believe that ice systems designed for longevity and minimal operation and maintenance costs will use less energy, require fewer repairs, and will play a key role in the facility’s success.

3 GUIDANT JOHN ROSE MN OVAL ICE SYSTEM IMPROVEMENT PROJECT PROPOSAL

Division I College Facilities NHL Training Facilities Community Facilities Training Centers

B32 is focused on developing long-term relationships with our clients by providing a combination of innovative and traditional design solutions that provide long-term value. Client satisfaction and trust are keys to maintaining these relationships and defining a successful project.

We approach each ice rink project with honest, open communication, taking the time to listen and understand our client’s needs. After gaining a solid understanding of Multi-sheet Facilities the project, we recommend quality solutions that best fit the project and address our client’s long-term goals, needs and budget. We continue with a hands-on approach as the project progresses through completion. The success of a project is not only measured by its function, value, and cost-effectiveness; but through our client’s satisfaction. We strive to be a key partner in the project.

COMMITMENT TO THE INDUSTRY

We believe in sharing our knowledge for the good of the industry and being an Outdoor Facilities active member in industry organizations such as the national Ice Skating Institute (ISI) and U.S. Ice Rink Association (Formerly STAR). We look forward to sharing our experiences through annual presentations and seminars at the local level including the Minnesota and the Wisconsin Ice Arena Managers Associations conferences. Our staff actively volunteers in youth hockey associations through coaching, refereeing, clinics, fundraising, and other essential activities that support hockey at the most basic levels.

Renovation Projects

Geothermal Systems

4 GUIDANT JOHN ROSE MN OVAL ICE SYSTEM IMPROVEMENT PROJECT PROPOSAL

292 DESIGN GROUP - Architectural Consultant

9100 49th Avenue North The 292 Design Group is an architectural firm that will provide the B32 team with Minneapolis, Minnesota 55428 the required expertise to evaluate the building and conceptualize on renovations, P: 763.533.3813 improvements, space programming and architectural services that are required on F: 763.367.7601 this project. www.292designgroup.com 292 focuses its attention on community centers, ice arenas, aquatic centers and Contact: recreational complexes – anything recreational – that serve citizens of all ages. Thomas Betti, AIA, NCARB Principal/Owner With a full-service architecture, planning and interior design staff, 292 has a base of [email protected] satisfied clients across the country.

292 has completed 25 ice facilities throughout the Midwest region such as: Rogers Activity Center, Andover, Ridder Arena, Champlin Ice Forum, Elk River Ice Arena, Shakopee Ice Arena, along with many others. Our community-driven projects gain national exposure – such as the Alltel Ice Den/Phoenix Coyotes Training Facility in Scottsdale, Arizona, which Forbes magazine ranked among the top six figure skating facilties in the country, and Great Park Ice and Sport for the Anaheim Ducks organization.

Nelson-Rudie & Associates - Mechanical (HVAC), Electrical and Structural Consultant

Nelson-Rudie & Associates, Inc. (NRA) is a consulting engineering firm established in 1976. It is a Minnesota Corporation which is owned by five partners. The firm provides structural, mechanical and electrical engineering services on a wide range of project types. Services provided include: Preliminary Investigations, Feasibility 9100 49th Avenue North Studies, Construction Documents, Specifications, Construction Administration, Minneapolis, Minnesota 55428 Energy Studies and Analysis, System Commissioning. The current staff of 22 design P: 763.367.7600 professionals has an average of 13 years with the firm. This stability provides a F: 763.367.7601 unique close working relationship which results in quality work for clients.

Contact: NRA stresses the personal involvement by the Principals and senior members Michael Woehrle, P.E., LEED NC of the staff. NRA is service oriented and continues to provide on-time and on- Principal / Owner budget responses during all phases of a project. NRA has had a long and successful [email protected] relationship in providing consulting engineering services to both private and public sector clients and strives to develop a team relationship with each client.

5 GUIDANT JOHN ROSE MN OVAL ICE SYSTEM IMPROVEMENT PROJECT PROPOSAL ORGANIZATIONAL CHART

Project Manager & Ice System Design

B32 Engineering Group

Scott A. Ward, P.E. Principal-in-Charge

Adam Thorson Technician, Designer, Drafting

Mechanical (HVAC), Space Programming, Code Electrical and Structural Review & Architecture

Nelson-Rudie & Associates 292 Design Group Michael Woehrle, P.E., LEED NC Thomas Betti, AIA, NCARB Principal, Lead Mechanical Engineer Principal, Lead Architect

Paul Larson, P.E. Principal, Lead Electrical Engineer

Joseph Pearce, P.E. Principal, Lead Structural Engineer

*Certified in MN, WI, ND

6 GUIDANT JOHN ROSE MN OVAL ICE SYSTEM IMPROVEMENT PROJECT PROPOSAL

TEAM MEMBERS AND QUALIFICATIONS

Mr. Ward has over 24 years experience in civil and mechanical engineering fields. His education and engineering experience uniquely qualifies him for the specialized design requirements of ice systems. With his experience in fluid hydraulics, pumping and piping systems, heat transfer, refrigeration, thermodynamics, structures and materials, Scott has developed a specialty in designing ice systems.

He has been involved in over 250 ice rink projects since 1997, including professional practice facilities, Division 1 college venues, multi-sheet community arenas, Olympic training centers and outdoor ice rinks. Scott is integrally involved in each ice rink project.

Scott brings first-hand experience to this project both as a professional designer and as a user of these facilities. As an avid life-long hockey player, fan, supporter or youth hockey, coaching coordinator, and 15 years as coach of youth hockey programs; Scott has visited and used countless ice arena facilities. This experience has proven instrumental in applying practical insight to ensure system and spaces are designed to meet the specific needs of each facility and their performance and operational goals.

Representative Projects Runestone Community Center Scott A. Ward, P.E. City of Alexandria, Alexandria, MN Owner/Project Engineer Great Park Ice and Sports Center - 4 Sheets • Ice System Evaluation, Design and Construction, Registration NHLs Anaheim Ducks New Practice Facility, Irvine, CA 2009 Registered Professional Engineer in AK, AZ, • Ice System Design and Construction, 2015-2019 • Feasibility and Concept Study, 2010 CO, CT, FL, IA, IL, MA, MD, ME, MI, MN, MO, • Ice System Design, 2015-16 NC, ND, NE, NH, NJ, NM, NY, OH, PA, SD, TN, Augsburg College Ice Arena TX, VT, WA, WI, WY Augsburg College, Minneapolis, MN Shattuck St. Mary’s Ice Arena • Ice System Evaluation, 2008 Shattuck St. Mary’s School, Fairbault, MN Education • Feasibility and Concept Study, 2015 • Ice System Evaluation, 2008 University of Minnesota • Ice System Design and Construction, 2012 Master of Science in Mechanical Engineering Elk River Ice rink • Ice System Evaluation, 2014 Bachelor of Civil Engineering City of Elk River, MN • Ice System Evaluation, 2015 • Ice System Design and Construction, 2019-20 Professional Affiliations Shakopee Ice Center Arena American Society of Heating, Refrigeration and Air Titletown Skating Trail at Lambeau Field Shakopee Youth Hockey Association, Shakopee, MN Conditioning Engineers (ASHRAE) Green Bay Packers, Green Bay, WI • Feasibility and Concept Study, 2008 • Ice System Design and Construction 2016-17 • Feasibility and Concept Study, 2015 Minnesota Ice Arena Managers Association (MIAMA) • Ice System Design and Construction, 2015-16 - Green Committee Chaska Curling and Event Center St. Louis Park Recreation Center Wisconsin Ice Arena Managers Association (WIAMA) City of Chaska, Chaska, MN • Ice System Design and Construction, 2015 City of St. Louis Park, St. Louis Park, MN Ice Skating Institute (ISI) • Ice System Evaluation, 2012 U.S. Ice Rink Association (formerly STAR) Amsoil Arena • Ice System Design and Construction, 2015-16 USA Hockey University of Minnesota- Duluth, MN • Ice System Design and Construction, 2010 Doug Woog Arena Amery Youth Hockey Association - City of South St. Paul, South St. Paul, MN Association Coaching and Education Director 2007- • Ice System Evaluation, 2007 2014, Coach 2001-2015 3M Arena at Mariucci University of Minnesota, Minneapolis, MN • Ice System Design and Construction, 2008 • Feasibility and Concept Study, 2013, 2019 • Ice System Design and Construction, 2010 Achievements • Ice System Evaluation, 2014 • Ice System Design and Construction, 2014-15 2001 National ASHRAE Award for Design of the • Ice System Design, 2015 Super Rink’s Sheet, Dual Fuel, Refrigeration System West St. Paul Ice Arena Olympic Regional Development Authority City of West St. Paul, West St. Paul, MN Lectures and Presentations Lake Placid, NY • Ice System Design and Construction, 2014-15 “Schwan’s Super Rink - Operation Evaluation • Ice System & Oval Schematic Design, 2019 Study” 2000 University of Minnesota Mechanical White Bear Lake Sports Center Engineering Department Faculty - MSME Thesis • Ice System Design, 2019-20 City of White Bear Lake, White Bear Lake, MN “The Schwan’s Super Rink” January 1999 Rink TRIA Rink (Minnesota Wild Practice Facility) • Ice System Evaluation, 2015 Magazine Coauthor with Beth Weber MN Wild, St. Paul, MN • Ice System Design & Construction, 2015-17 Willmar Civic Center “Alternative Refrigerants” Research and author 1999 City of Willmar, Willmar, MN in depth Study on alternative refrigerants Numerous Mankato Civic Center • Ice System Design and Construction, 2014-15 presentations for MIAMA conferences Minnesota State University, Mankato, MN “Direct System Renovation Options” • Ice System Replacement, 2013 Presentation at Gustavus Adolphus College, March 2008 Enterprise Center (St. Louis Blues) St. Louis, MO • Ice System Replacement, 2016-17 7 GUIDANT JOHN ROSE MN OVAL ICE SYSTEM IMPROVEMENT PROJECT PROPOSAL

Adam’s roots in the construction industry extend back as far as he can remember. As an experienced designer/project coordinator, he is passionate about putting buildings together, whether on napkin sketches, in computer models, or with a hammer and nail. His ice rink experience ranges wide from small community rinks to large NHL arenas.

As a life-long hockey player and avid fan of the game, Adam knows ice rink facilites inside and out and uses his experiece to assure each project is a sucess. Representative Projects

Bentley Arena Enterprise Center (St. Louis Blues) Bentley Univesity, Waltham, MA St. Louis, MO • Ice System Design and Construction, 2014-16 • Ice System Design and Construction, 2017

Class of 1965 Arena TRIA Rink (MN Wild) Colgate University, Hamilton, NY NHL’s Minnesota Wild Practice Facility - St. Paul, MN • Ice System Design and Construction, 2014-2015 • Ice System Design and Constrctcion, 2017 Adam Thorson Designer / Project Coordinator Chaska Curling and Event Center St. Louis Park Recreation Center City of Chaska, MN City of St. Louis Park, St. Louis Park, MN • Ice System Design and Construction, 2015 • Ice System Design and Construction, 2015-16 Education Associates of Science - Ice Den Scottsdale (Pheonix Coyotes) West Fargo Sports Arena Architectural Structural Design Phoenix Coyotes Training Facility, Scottsdale, AZ West Fargo, ND Chippewa Valley Technical College • Rink 1 & 2 Ice System Replacement, 2016 • Ice System Design and Construction, 2016-2017

Lawson Ice Arena Sullivan Arena Western Michigan University, Kalamazoo, MI Anchorage, AK • CO2 Ice System Design and Construction, 2014-15 • Ice System Design and Construction, 2015-2016 Great Park Ice and Sports Center (Anaheim Ducks) Solar4America Ice at San Jose (San Jose Sharks) NHL’s Anaheim Ducks New Practice Facility, Irvine, CA NHLs San Jose Sharks New Practice Facility, San Jose, CA • Ice System Design and Construction, 2015-2019 • Rinks 1&2 Ice System Replacement, 2017-18 • New Rinks 5&6 Ice System Design & Const., 2018-20 Bowling Green Ice Arena Bowling Green State University, OH Centene Community Ice Center (St. Louis Blues) • Ice Rink Floor Renovation and Replacement, NHL’s St. Louis Blues Practice Facility, Maryland Heights, 2016-2017 ($1.2m) MO • Ice Rink Refrigeration System Replacement, 2019 • Ice System Design & Construction, 2018-2019 Colby College Athletic Center Starion Sports Complex Colby College, Waterville, ME City of Mandan, Mandan, ND • Ice System Design and Construction, Current • Ice System Design and Construction, 2014-16 Deerfield Academy New Ice Arena Titletown Skating Trail at Lambeau Field Deerfield Academy, Deerfield, MA Green Bay Packers, Green Bay, WI • Ice System Design and Construction, 2015-18 • Ice System Design and Construction 2016-17 White Bear Lake Sports Center Fargo Coliseum City of White Bear Lake, White Bear Lake, MN Fargo Parks Department, Fargo, ND • Ice System Design and Construction, 2017-18 • Ice System Design and Construction, 2016 Augsburg College Ice Arena Watford City Event Center Augsburg College, Minneapolis, MN City of Watford, Watford, ND • Ice System Design and Construction, 2017-18 • Ice System Design and Construction, 2014-15

8 GUIDANT JOHN ROSE MN OVAL ICE SYSTEM IMPROVEMENT PROJECT PROPOSAL

Mr. Betti directs the 292 Design Group’s ice studio and has a sound understanding of the issues that Owners face in the design of recreation projects. He has expertise in all phases of architecture: programming, design, code reviews, construction documents, bidding and negotiation, construction administration and post construction services. Tom has worked with numerous government agencies and educational institutions in the design of their recreational facilities including: ice arenas, community centers, and aquatic centers. His projects have often included “green design” elements, like thermally-efficient roofing and recycled building materials.

Tom knows ice. When it comes to the intrinsic and intricate components of ice arena design, there are none better – particularly when those ice sheets help create community recreation hubs. As director of 292’s ice studio, Tom has proven himself as an ice expert on the national level. His ice arena for the Ice Den – a “community-friendly” NHL practice arena for the Phoenix Coyotes, was listed by Forbes magazine as one of the country’s top six figure skating facilities. Tom has just completed the design and construction follow up on a new third sheet ice addition to the Ice Den, the third sheet will help the Ice Den expand the coolest game in Tom Betti, AIA, NCARB the desert. At the St. Louis Mills mall, Tom’s design for the St. Louis Blues practice arena is Principal Architect the focal point for the “iceZONE.” Here visitors can skate or watch their favorite NHL players Registration hone their skills. Tom has helped public-funded entities, community groups and private Registered Architect in AR and MN organizations create efficient, attractive and popular ice venues.

NCARB Certified Representative Projects *Project Team of B32, 292, and Nelson-Rudie Education University of Minnesota ANAHEIM DUCKS* NEW HOPE ICE ARENA* Bachelor of Architecture Anaheim Ducks Training Facility New Hope, Minnesota Anaheim, California •Facility Assessment & Renov. Design Ferris State University •Concept Planning & Final Design Associate of Applied Science PLYMOUTH ICE ARENA ICE DEN AND ICE DEN EXPANSION* Plymouth, Minnesota •Concept Planning Publications Phoenix Coyotes Training Facility •Building Design ICE 101 - White Paper Scottsdale, Arizona •Building Design •15-year collaboration on interior RIDDER ARENA & BASELINE TENNIS FACILITY Lectures and Presentations tenant and expansion projects University of Minnesota “Better Up-Front Understanding of Costs Can Minneapolis, Minnesota Lead to Desired Outcome” Athletic Business. INCREDIBLE ICE PEER REVIEW* •Concept Planning Florida Panthers Training Facility •Building Design Numerous interviews for Athletic Business Articles Coral Springs, Florida •Peer review for New Ice Arena ROGERS ACTIVITY CENTER* “Sustainable Design and Energy Efficient Ideas Rogers, Minnesota in Ice Arena Design” Presentation at MIAMA HOBBS MUNICIPAL ICE CENTER* •Needs Assessment &Building Design Conference Eau Claire, Wisconsin •Building Renovation and Exp. Design ST. LOUIS BLUES* Guest Design Critic, University of Minnesota St. Louis, Missouri College of Architecture ICEZONE •New Training Center Concept Planning St. Louis Blues Training Facility Facilities of Merit, National Judge 2007 St. Louis, Missouri ST. PETERS REC-PLEX* Athletic Business •Building Design. Fast Track Schedule, St. Peters, Missouri Designed and Constructed in 6 months •Building Design Activites Board member and team manager for local youth JORDAN VALLEY ICE ARENA SPORTSTOWN USA hockey association program Springfield, Missouri Blaine, Minnesota •Concept Planning, building Design •Concept Planning

LAKEVILLE-HASSE ARENA* Lakeville, Minnesota •Site Evaluation and Needs Assessment •Building Design

9 GUIDANT JOHN ROSE MN OVAL ICE SYSTEM IMPROVEMENT PROJECT PROPOSAL

Mr. Woehrle has over 28 years of experience in mechanical engineering involving design, coordination, meetings, shop drawing review and field inspections. During this time, Mr. Woehrle has developed a national reputation in ice arena dehumidification design.

Representative Projects

Burnsville Ice Center Maple Grove Ice Arena Burnsville, MN Maple Grove, MN

Charles M. Schulz-Highland Arena Plymouth Ice Arena St. Paul, MN Plymouth, MN

Coral Ridge Ice Arena Shattuck St. Mary’s School Coralville, IA Fairbault, MN

Chapel Hills Ice Arena Schwan’s Super Rink Colorado Springs, CO Blaine, MN National Sports Center Great Park Ice And Sports Complex Michael Woehrle, P.E. Doug Woog Arena (Formerly Wakota Civic Arena) Principle/Chief Mechanical Engineer (Anaheim Ducks Practice Facility 4 - Sheets) Irvines, CA South St. Paul, MN

Registration Hayes Arena Wheaton Park Ice Arena Registered Professional Engineer in CA, CT, DE, FL, Apple Valley, MN Montgomery County, MD HI, ID, LA, ME, MA, MI, MN, MS, NH, NM, NY, RI, TX, VA, WV, WI, and Alberta, Canada Ice Zone LEED NC Certified St. Louis, MO St. Louis Blues Training Facility Education University of Minnesota Bachelor of Mechanical Engineering

Professional Affiliations American Society of Heating, Refrigeration and Air Conditioning Engineers (ASHRAE)

American Society of Plumbing Engineers Mr. Pearce has over twenty-seven years of experience as a Structural Engineer, over twenty- three as a registered engineer. Mr. Pearce has been working at Nelson-Rudie & Associates since graduation. Mr. Pearce is in charge of the Structural Engineering Department and is also a Principal in the firm. During his twenty-seven years of experience, Mr. Pearce has designed various types of buildings including educational, retail, churches, municipal, commercial, ice arenas, industrial, office buildings, hotels and residential. Mr. Pearce has been involved in the design of various ice arenas including the following:

Joseph Pearce, P.E Principal / Structural Engineer

Registration Registered Professional Engineer in AL, AZ, AR, CO, CT, FL, GA, IN, IA, KS, LA, MD, MI, MN, MS, MO, MT, NE, NC, ND, OH, OK, OR, PA, SD, TX, VA, WI

Education University of North Dakota Bachelor of Civil Engineering 10 GUIDANT JOHN ROSE MN OVAL ICE SYSTEM IMPROVEMENT PROJECT PROPOSAL

The B32Team is the BEST VALUE for Experience and passion the City of Roseville. fosters innovation. The consultants on this team are among the most B32 was the first in the ice rink industry to: experienced and knowledgeable ice arena design specialists in the nation with well over 200 different ice • Application of using waste heat to regenerate the rink projects completed collectively. In addition, we bring: desiccant system in place of traditional natural gas. (Northfield Ice Arena, 2007) • Extensive ice rink experience providing a clear understanding, in very simple terms of “what works • Re-use of existing Holmsten Ice Rink’s direct and what doesn’t work”. system equipment in converting systems to indirect to minimize costs with little or no loss • Extensive government experience. Over 95% of our ice in operating efficiency providing the Owner rink project clients are municipalities and government with the widest range of options available. agencies or park and recreation departments. We (Lund Arena - Gustavus Adolphus College, 2008) are very familiar with the required processes and procedures. • Design a geothermal-based ice system that uses industrial grade maximize efficiency and reduce • Design and renovation experience for ice arenas greenhouse gas emissions. (Burnsville Ice Center, 2009) constructed with all types of building systems • Design a geothermal-based ice system, without a well • Design experience for some of the newest community field, using a city water source to maximize waste heat based, NHL and college ice arena facilities. recovery and provide superior efficiency and reliability without losing performance (Brooklyn Park Activity • Experience with codes, regulations, statutes and Center, 2009) ordinances applicable to indoor ice arena facilities. • We designed the first CO2-based ice system in the • Responsiveness and personal attention. The primary United States. As of today, we have designed a total of team members selected for this project are Owners of six CO2 ice systems in the United States. their respective firms. This project will be a priority for the B32 Team. • Design ice systems for LEED certified ice arena facilities.

• Expereience with high performance ice system from • Design the largest refrigeration system in the ice rink NHL facilities such as MN wild, St. Louis Blues, San industry with a new environmentally friendly, low Jose Sharks, etc. to Olympic Training Facilities and the global warming potential refrigerant. (Lake Placid, NY Speed Skating Oval in Lake Placid, NY. 2019-2021)

• We continue to strive for improvements and have recently designed some of the most energy efficient, top performing systems in the industry.

11 GUIDANT JOHN ROSE MN OVAL ICE SYSTEM IMPROVEMENT PROJECT PROPOSAL

TEAM MEMBER REFERENCES

B32 (In addition to the references listed in the Projects section)

Mr. Marv Haugen Mr. Art Trottier Recreation Facilities/Operations Vice President – The Rinks City of Hutchinson 300 West Lincoln Avenue 950 Harrington Anaheim, CA 92805 Hutchinson, MN 55350 714.518.3201 Office: 320.234.5640 [email protected] Email: [email protected]

Mr. Jason Eisold Mr. Zac Dockter Rec Center Manager Parks and Rec Director City of St. Louis Park City of Cottage Grove 3700 Monterey Drive 8635 West Point Douglas Rd. St. Louis Park, MN 55416 Cottage Grove, MN 55016 Office: 952.924.2547 Office: 651.458.2847 Email: [email protected] Email: [email protected]

Ms. Diane Evans Mr. Craig Flor City of Plymouth Mariucci/Ridder Arena Facilities Director Director of Parks and Recreation Intercollegiate Athletics 3400 Plymouth Boulevard 1901 4th St SE Room 137 MarA Plymouth, MN 55447 Minneapolis, MN 55455 763.509.5201 Office: 612.625.8365 [email protected] Email: [email protected]

292 Design Group

Mr. Frank Weber Mr. Michael O’Hearn Mr. Phil Fieber Community Center Supervisor President Parks and Recreation Director City of Maple Grove Coyotes Ice, LLC City of Eau Claire 12951 Weaver Lake Road 9375 East Bell Road 915 Menomonie Street Maple Grove, MN 55369-9409 Scottsdale, Arizona 85260 Eau Claire, WI 54703 Office: 763.494.6565 Office: 480.473.5835 Office: 715.839.5031 Email: [email protected]. Email: [email protected] Email: [email protected]

Nelson-Rudie & Associates

Mr. Michael Ross Mr. Michael O’Hearn Mr. Steve Lawrence Chief Executive Officer President Assistant Public Works Director Pasadena Operating Center Coyotes Ice, LLC City of St. Cloud 300 E. Green Street 9375 East Bell Road 1200 15th Ave SE Pasadena, CA 91101 Scottsdale, Arizona 85260 St. Cloud, MN 56304 Office: 626.793.2122 Office: 480.473.5835 Office: 320.650.2900 Email: [email protected] Email: [email protected] Email: [email protected]

12 B32 Project List

SCOPE OF WORK FACILITY TYPE & USE

FACILTY NAME CLIENT/OWNER LOCATION DATES Evaluation Feasibility Concept & CIP Design Construction Grant/Rebate Number of Sheets Olympic Training NHL ECHL & I College Division III College Division AHL, NAHL USHL & College Prep Midget & AAA Community Curling Outdoor Refrigerant (1) Type Affton Ice Rink Affton Athletic Association St Louis, MO 2020

X X 2012 S Aldrich Arena Ramsey County White Bear Lake, MN 1 X X X 2018 A

X X X 2005

All Seasons Arena Independent School District #77 Mankato, MN X 2016 2 X S

X 2019

All Seasons Arena North Dakota State Fair Grounds Minot, ND X X 2012 1 X X S

All Seasons Arena City of Mandan Mandan, ND X 2014 1 X S

Amery Ice Arena Amery Youth Hockey Assoc Amery, WI X X 2007 1 X S

Ames Ice Arena City of Lakeville Lakeville, MN X X 2018 2 X S

Anderson Ice Arena Breck School Minneapolis, MN X 2018 1 X X S

X X 2004 1 X S Andover Community Center / YMCA City of Andover Andover, MN X X 2018-19 1 X A

Anaheim Ice Anaheim Ducks Anaheim, CA X X 2017-19 4 X X X A

Apple Valley Sports Arena City of Apple Valley Apple Valley, MN X X X 2017-19 1 X A

ASU ASU / Mortenson Tuscan, AZ X X 2020-21 1 X A

X X 2008

Augsburg College Ice Arena Augsburg College Minneapolis, MN X X 2015 2 X X A

X X 2017-18

Austin ISPorts iSports Real Estate Development Cedar Park, TX X 2019-20 2 A

Babbitt Ice Arena City of Babbitt Babbitt, MN X X X 2010 1 X S

X 2013 Ben Boeke Ice Arena Municipality of Anchorage Anchorage, AK 2 X C X X 2015-16

X 2007 Benson Ice Arena City of Omaha Omaha, NE 1 X S X 2010

Bentley University New Ice Arena Bentley University Waltham, MA X X 2014-16 1 X X S

X X 2007 1 Bloomington Ice Gardens City of Bloomington Bloomington, MN X S X 2020 2

X X X 2010 1 A

Braemar Ice Arena City of Edina Edina, MN X 2012 1 X X X A

X X 2013-14 2 A

X 2018 1 A Brentwood Ice Arena City of Brentwood Brentwood, MO X X 2020 1 A

X X 2014 1 S Brett Memorial Ice Arena Matanuska-Susitna Borough Wasilla, AK X X X 2017-18 1 C

Bronco Arena International Falls ISDN 361 International Falls, MN X X 2018 1 X S

X X 2012 1 S Bud King Ice Arena City of Winona Winona, MN X X X 2015-16 2 A

X 2016 1 Buffalo Civic Center City of Buffalo Buffalo, MN X S X 2019 1

X X 2008 2 Burdick Arena City of Devils Lake Devils Lake, ND X X S X X X 2009 1

Updated 11/17/2020 B32 Project List

SCOPE OF WORK FACILITY TYPE & USE

FACILTY NAME CLIENT/OWNER LOCATION DATES Evaluation Feasibility Concept & CIP Design Construction Grant/Rebate Number of Sheets Olympic Training NHL ECHL & I College Division III College Division AHL, NAHL USHL & College Prep Midget & AAA Community Curling Outdoor Refrigerant (1) Type

X 2013 S

Burich Arena City of Hutchinson Hutchinson, MN X X 2014 2 X A

X 2016 A

X X 2009 S Burnsville Ice Center City of Burnsville Burnsville, MN 2 X X X X 2009-10 A

Calumet Colosseum Township of Calumet Calumet, MI X X 2013 1 X S

Campion Rink Hanover Improvement Society Lebanon, NY X 2020-21 1 X X

Casper Ice Arena City of Casper Casper, WY X X 2015-20 1 X A

Cedar Creek Ice and Expo Center Private/City Partnership Wausau, WI X 2008 2 X X A

Centene Community Ice Center St. Louis Blues Maryland Heights, MO X X 2016-19 4 X X A

Centennial Ice and Tennis Facility Wilmette Park District Wilmette, IL X X 2013 2 X A

Centennial Sports Arena Centennial Youth Hockey/ISD Circle Pines, MN X 2017 1 X S

Centennial Sports Arena School District of Centennial Circle Pines, MN X X X 2018-19 1 X A

X 2006 2 X S Champlin Ice Arena City of Champlin Champlin, MN X X X 2020 1 A

X 2011 S Chaska Community Center City of Chaska Chaska, MN 2 X X X X 2013 A

Chaska Curling and Event Center City of Chaska Chaska, MN X X 2015 6 X A

X X 2015-16 1 A Clearwater Florida Ice Arena Private Clearwater, FL X X 2020 1 S

Colby College New Arena Colby College Waterville, ME X X 2017-20 1 X A

Colgate University New Ice Arena Colgate University Hamilton, NY X X 2014-15 1 S

X 2006 S Community Activity Center City Brooklyn Park Brooklyn Park, MN 2 X X X X 2009 A

X X 2008 1 X A Cottage Grove Ice Arena City of Cottage Grove Cottage Grove, MN X 2017-19 2 X A

Crested Butte Ice Arena City of Crested Butte Crested Butte, CO X 2008 1 X

Crown Coliseum Cumberland County Fayetteville NC X X 2018-19 1 X X A

Auditorium and Office Building David S Palmer Arena Danville, IL X X 2019-20 1 X X A Authority Dearborn Fieldhouse & Ice Arena University of Michigan Dearborn, MI X X 2017 1 X X S

Deerfield Academy New Ice Arena Deerfield Academy Deerfield, MA X X 2015-16 1 X S

Delano Ice Arena Delano School District Delano, MN X X 2006 1 X S

X 2013 Dempsey-Anderson Ice Arena Municipality of Anchorage Anchorage, AK 2 X S X X 2016-17

Detroit Curling Club Detroit Curling Club Ferndale, MI X X 2019 4 X S

Dorothy Hamill Town of Greenwich Greenwich, CT X X 2020-22 1 X

X X X 2012 Drake Arena St. Paul Academy St. Paul, MN 1 X S X 2014

Duffey Ice Rink Cedar Duffey 2.0 Property, LLC Minneapolis, MN X 2020-21 1 X S Duluth Entertainment & Duluth Entertainment Curling Center Duluth, MN X X 2015-16 8 X A Convention Center

Updated 11/17/2020 B32 Project List

SCOPE OF WORK FACILITY TYPE & USE

FACILTY NAME CLIENT/OWNER LOCATION DATES Evaluation Feasibility Concept & CIP Design Construction Grant/Rebate Number of Sheets Olympic Training NHL ECHL & I College Division III College Division AHL, NAHL USHL & College Prep Midget & AAA Community Curling Outdoor Refrigerant (1) Type

X X 2007 1 A Duluth Entertainment & Duluth Entertainment & Duluth, MN X X X 2010 1 X X A Convention Ctr and Amsoil Arena Convention Center X X 2015-16 1 X A

East Bethel Ice Arena City of East Bethel East Bethel, MN X X 2003 1 X S

East Grand Forks Ice Arena City of East Grand Forks East Grand Forks X X 2019 3 X S

Ebersole Ice Arena City of White Plains White Plains, NY X X 2015 1 X X A

X 2004 1 X S

X X 2005 S

Eden Prairie Community Center City of Eden Prairie Eden Prairie, MN X X 2008 2 A

X X 2009 A

X X X 2013 1 A

Eden Prairie Winter Rec Arena City of Eden Prairie Eden Prairie, MN X 2005 1+ X A Edwardsville New Ice Rink and City of Edwardsville Edwardsville, IL X X 2020-21 1 X A Track Complex X X X 2004 1 X S

X 2011 S Elk River Ice Arena City of Elk River Elk River, MN x 2012 2 X S

X X 2017-19 A

Enterprise Center St. Louis Blues St. Louis, MO X X 2017-18 1 X S

Fargo Coliseum Fargo Parks Department Fargo, ND X X 2016 1 X S

Fargo Sports Complex Sanford Health Fargo, ND X 2018-20 2 X A

Farmington Ice Arena City of Farmington Farmington, MN X 2020 1 X A

X X X 2012 6 X A Fogerty Arena Fogerty Arena Blaine, MN X X X 2013 1 A

Frank Rukavina Arena Lake County Silver Bay, MN X X X X 2007 1 X S

X 2013 S Franklin Park Ice Arena Franklin Park District Chicago, IL 2 X X X 2014-15 A

Glacier Ice Rink City of Missoula Missoula, MT X X 2017 2 X X A

Global Athlete Village St. Paul, MN X 2011 2 X X A

Graham Arena Complex Olmsted County Rochester, MN X X 2019-20 2 X A

Great Park Ice & Sport & Five Points City of Anaheim/Ducks Irvine, CA X X 2015-19 4 X X X A

Green Island Ice Arena City of La Crosse La Crosse, WI X 2013 1 X S Greensfelder Recreation Center of St Louis County Parks Ballwin, MO X X 2020-21 1 X A Queemy Park Guidant John Rose Oval City of Roseville Roseville, MN X X X X 2006 4 X A

Harding Ice Arena Ramsey County St. Paul, MN X X 2007 1 X S

X 2013 S Harry J. McDonald Memorial Ctr Municipality of Anchorage Eagle River, AK 1 X X X 2013-14 C

X 2008 1 S Hastings Civic Arena City of Hastings Hastings, MN X X 2019 2 S

Hat Trick Sports Facility Hat Trick Sports St. Louis Park, MN X X 2009 2 X S

Herb Brooks National Hockey Center St. Cloud State University St. Cloud, MN X X 2018 2 X X S

Hermantown Ice Arena City of Hermantown Hermantown, MN X X X 2010 1 X S

Updated 11/17/2020 B32 Project List

SCOPE OF WORK FACILITY TYPE & USE

FACILTY NAME CLIENT/OWNER LOCATION DATES Evaluation Feasibility Concept & CIP Design Construction Grant/Rebate Number of Sheets Olympic Training NHL ECHL & I College Division III College Division AHL, NAHL USHL & College Prep Midget & AAA Community Curling Outdoor Refrigerant (1) Type Heritage Sports Center City of Duluth & Hockey Assoc Duluth, MN X X X 2008 2 X A

Hibbing Curling Club City of Hibbing Hibbing, MN X X 2013 7 X A

X X 2009 1 X X S Hobbs Municipal Ice Center City of Eau Claire Eau Claire, WI X X 2018-19 1 X X S

Hodgins-Berardo Arena City of Greenway Greenway, MN X 2014 1 X S

Homewood Flossmoor Ice Rink Homewood Flossmoor Park District Flossmoor, IL X 2019 2 X S

Hommocks Ice Arena Town of Mamaroneck Mamaroneck, NY X 2008 1 X S

X X 2014 1 X S Hopkins Pavilion City of Hopkins Hopkins, MN X X 2017-19 1 X A

Hunt Arena UW River Falls University of Wisconsin River Falls, WI X 2014 1 X X S

X X X 2008 2 S

Scottsdale, AZ X X 2011 1 X X X A Ice Den Coyotes Ice, LLC. X X 2015-16 2 A

Chandler, AZ X X 2014-15 2 X S

Ice in Paradise City of Goleta Goleta, CA X X X X 2013 2 X A

ICON Sports Arena Grand Forks Park District Grand Forks, ND X 2014 2 X S

Incredible Ice Florida Panthers Coral Springs, FL X 2008 2 X S

Iorio Arena Cushing Academy Ashburnham, MA X 2018 1 X A

Jahn Ice Rink Pomfret School Pomfret, CT X 2020 1 X X S

JMC Ice Arena Erie Zoological Society Erie, PA X X 2018-19 1 X S

Johnston Town Center City of Johnston Johnston, IA X X 2019-21 1 X S

Jorgensen Arena City of Gunnison Gunnison, CO X 2019 2 X X S

X X 2018-19 KB Willett Ice Arena City of Stevens Point Stevens Point, WI 1 X X S 2020

LaBahn Arena (Kohl Center) University of WI-Madison Madison, WI X X 2013 1 X S

La Crosse Center City of La Crosse La Crosse, WI X 2004 1 X X S

Lansing Chapman Arena Williams College Williamstown, MA X X 2012 1 X A

Lake County Arena Lake County Two Harbors, MN X X X X 2006 1 X S New York Olympic Regional Lake Placid ORDA Lake Placid, NY X X 2019-22 2+ X X X X X X S Development Authority Lakeview Arena City of Marquette Marquette, MI X 2006 2 X S

Lakeville-Hasse Arena City of Lakeville Lakeville, MN X X 2006 2 X S City of New York Parks and Lasker Pool & Ice Rink Central Park, NY X X 2017 2 X X A Recreation Department Lawrenceville School Dining and The Lawrenceville School Lawrenceville, NJ X X 2019-21 1 X S Athletic Complex X 2014 S Lawson Ice Arena Western Michigan University Kalamazoo, MI 1 X X X X 2015-16 A

Lindenwood Ice Arena Lindenwood University Wentzville, MO X 2019 2 X X S

Lions Park Ice Rink City of Shakopee Shakopee, MN X 2016 X N

Litchfield Civic Center City of Litchfield Litchfield, MN X X X 2016-18 X A

X X X 2008 Lund Arena Gustavus Adolphus College St. Peter, MN 1 X S X 2019

Updated 11/17/2020 B32 Project List

SCOPE OF WORK FACILITY TYPE & USE

FACILTY NAME CLIENT/OWNER LOCATION DATES Evaluation Feasibility Concept & CIP Design Construction Grant/Rebate Number of Sheets Olympic Training NHL ECHL & I College Division III College Division AHL, NAHL USHL & College Prep Midget & AAA Community Curling Outdoor Refrigerant (1) Type Maas Ice Arena City of Watertown Watertown, SD X X 2011 2 X S

MacInnes Student Ice Arena Michigan Tech University Houghton, MI X X X 2012 1 X A

X X X 2008 Maple Grove Community Center City of Maple Grove Maple Grove, MN 2 X A X X 2011

Mandan Community Center City of Mandan Mandan, ND X 2015-16 2 X A

Manteca Ice and Expo Center City of Manteca Manteca, CA X 2020 2

X 2013

X 2014 Mariucci Arena and Ridder Arenas University of Minnesota Minneapolis, MN 2 X X S X 2015

X 2018

X 2012 2 X X A MAYSA Ice Arena City of Minot/MAYSA Minot, ND X X 2015-16 1 X X A

McFetridge Sports Center Chicago Parks District Chicago, IL X 2009 1 X S

X 2013 S McDonald Center Municipality of Anchorage Anchorage, AK 1 X X X 2014-15 C

Mesabi School Dist. Outdoor Rinks Mesabi School District Aurora, MN X 2018 2 X N

X X 2008 1 X A Miners Event and Convention Center City of Virginia Virginia, MN X X 2019-21 2 X A

Minot Curling Club ND State Fairgrounds Minot, ND X 2014 6 X S

Mitchell Activities Center City of Mitchell Mitchell, SD X X 2013 2 X S

Morgan Park Sports Complex Chicago Park District Chicago, IL X X 2014-15 1 X A

X X X 2007 Moorhead Sports Center City of Moorhead Moorhead, MN 2 X X S X X 2009

Municipal Athletic Complex (MAC) City of St Cloud St. Cloud, MN X 2019 2 X S

X 2005

Neilson-Reise Arena City of Bemidji Bemidji, MN X X X 2015 1 X S

X 2018

X X 2010 S

New Hope Ice Arena City of New Hope New Hope, MN X 2011 2 X S

X X 2012 A

Newberry Outdoor Rink City of Newberry Newberry, MI X 2011 1 X N

North Athletic Facility Palm Beach Athletic Foundation Palm Beach Gardens, FL X X 2019-21 2 X A

North Branch Ice Arena North Branch Hockey Ass. North Branch, MN X 2008 1 X S

North Buffalo Ice Arena City of Buffalo Buffalo, NY X X X 2016-17 1 X A

Northeast Ice Arena City of Minneapolis Minneapolis, MN X 2019 1 X S

Northfield Arena City of Northfield Northfield, MN X X X 2008 1 X X S

NorthStar Sports Complex NorthStar Group Alexandria, MN X X 2018 1 X S

X 2015 Northwoods CU Arena City of Cloquet Cloquet, MN 1 X S X 2018

Norwich University Arena Norwich University Northfield, VT X X 2017 1 X A

Oakland Ice Center City of Oakland Oakland, CA X X 2019-21 2 X A

Oakton Ice Arena Park Ridge Park District Park Ridge, IL X 2018 1 X S

Updated 11/17/2020 B32 Project List

SCOPE OF WORK FACILITY TYPE & USE

FACILTY NAME CLIENT/OWNER LOCATION DATES Evaluation Feasibility Concept & CIP Design Construction Grant/Rebate Number of Sheets Olympic Training NHL ECHL & I College Division III College Division AHL, NAHL USHL & College Prep Midget & AAA Community Curling Outdoor Refrigerant (1) Type

X 2014 S Omni Center City of Onalaska Onalaska, WI 2 X X X X 2015 S

Outlaw Square City of Deadwood Deadwood, SD X 2018-2019 1 X S

Ozaukee County Ice Arena Ozaukee County Cedarburg, WI X 2012 6 X X S

X 2009 Pasadena Skating Center Pasadena Center Operating Co. Pasadena, CA 1 X S X X X 2011

X 2012 3 S

Parade Ice Gardens Mpls Park and Rec Board Minneapolis, MN X X 2013 2 X X A

X X 2014 1 A

Phillips Academy Arena Phillips Academy Andover, MA X X 2015-16 1 X S

Pine City Civic Center City of Pine City Pine City, MN X 2013 1 X S

Pine Valley ice arena City of Cloquet Cloquet, MN X X 2020 1 X S

Polar Arena ISD 622 North St Paul, MN X X 2015-16 1 X A

Proctor Arena Proctor Public Schools Proctor, MN X X 2017 1 X A

Ralph Engelstad Arena Ralph Engelstad Arena Grand Forks, ND X X X 2009 1 X S

Ralph Engelstad Arena City of Thief River Falls Thief River Falls, MN X 2003 1 X S

Rec Plex Arena City of St Peters St. Peters, MO X 2018 3 X S/A

Redwood Ice Arena/Snoopy's Home IcCharles Schulz Family Santa Rosa, CA X X 2018-19 1 X S

Remsen Arena and Hockey Rink Choate Rosemary Hall Wallingford, CT X 2018-19 2 X A

Reno Ice Arena GRCISA Reno, NV X 2015 2 A

Reston Town Center Ice Rink City of Reston Reston, VA X X 2008 1 X S

Richflied Ice Arena City of Richfield Richfield, MN X X 2018-20 2 X X X A

Riverside Ice Rink City of Buffalo NY Buffalo, NY 2019-21 1 X A

Riverside Arena City of Moose Lake Moose Lake, MN X 2012 1 X S

Riverview Ice House City of Rockford Rockford, IL X X 2017 2 X X S

Robson Arena Colorado College Colorado Springs, CO X X 2019-20 0 X A

Rock Springs Ice Arena City of Rock Springs Rock Springs, WY X X 2011 1 X S

Rogers Activity Center City of Rogers Rogers, MN X X X 2006 1 X S

Roseville Skating Center City of Roseville Roseville, MN X 2008 1 X A

X X X X 2009 S

Runestone Community Center City of Alexandria Alexandria, MN X 2010 2 X X X S

X 2015-16 A

Sacramento Recreation Private Sacramento, CA X 2019 2 X A

Sanford Center City of Bemidji & BSU Bemidji, MN X X X 2010 1 X A

SAP Center Sharks Ice LLC San Jose, CA 2020

Scheels Ice Plex Ice Sports Association Sioux Falls, SD X X 2013-14 3 X X A

Schenley Park City of Pittsburgh Pittsburgh, PA X 2019-20 2 X

Schmitz-Maki Arena City of Farmington Farmington, MN X 2018 1 X A

Schwan's Super Rink National Sports Center Blaine, MN X X 2006 4 X X X X S

X 2008 S 2 X Shakopee Ice Center Arena Shakopee Youth Hockey Shakopee, MN X 2015 A

X X 2015-16 2 X A

Updated 11/17/2020 B32 Project List

SCOPE OF WORK FACILITY TYPE & USE

FACILTY NAME CLIENT/OWNER LOCATION DATES Evaluation Feasibility Concept & CIP Design Construction Grant/Rebate Number of Sheets Olympic Training NHL ECHL & I College Division III College Division AHL, NAHL USHL & College Prep Midget & AAA Community Curling Outdoor Refrigerant (1) Type

X X 2008

X X 2012

Shattuck St. Mary's Ice Arena Shattuck St. Mary's School Faribault, MN X X 2012 3 X S

X 2014

X 2015

Shaw Park City of Clayton Clayton, MO X X 2019-20 1 X X A

SHU New Arena Sacred Heart University Fairfield, CT X X 2019-22 1 X X A

Sioux Falls Outdoor Rink - New City of Sioux Falls Sioux Falls, SD X 2018 1 X A

Slater Family Ice Arena Bowling Green State University Bowling Green, OH X X 2019-20 1 X X A

Sno-King Ice Arena, WA Private Snoqualmie, WA X 2019 2 X

Snow King Sports and Event Center City of Jackson Jackson, WY X 2015 X S

X X 2017-18 2 S Solar4America - San Jose Sharks Sharks Ice LLC San Jose, CA X X X X 2018-20 3 S

South Billings Arena City of South Billings South Billings, MT X 2019 2 X S

South Suburban Ice Arena South Suburban Park District Centennial, CO X 2018 2 X A

Southwest Fargo Ice Arena City of Fargo Fargo, ND X X X 2003 2 X S

X X X 2010 S Sports & Health Center University of MN-Duluth Duluth, MN 1 X X X X 2018-19 A

Starion Sports Complex City of Mandan Mandan, ND X X 2016-17 2 X A

St. Francis Ice Arena City of St. Francis St. Francis, MN X 2008 2 X S

X 2012 2 S St. Louis Park Recreation Center City of St. Louis Park St. Louis Park, MN X X X X X 2015-16 3 X A

X 2009 1 S St. Michael/Albertville Ice Arena Joint Power Board Albertville, MN X X X 2017-19 2 C

St. Olaf Ice Arena St. Olaf College Northfield, MN X X 2017-18 1 X A

St. Paul Curling Club St. Paul Curling Club St. Paul, MN X 2013 8 X A

St. Peters Rec Plex Arena City of St. Peters St. Peters, MO X X X 2007 2 X S

Steele Hall Ice Arena State University of NY Fredonia, NY X X X 2018-19 1 X S

Steinberg Pavilion Forest Park Forever St. Louis, MO X 2018-19 1 X X S

Stern Sports Arena Head of the Red Youth Hockey Wahpeton, ND X X X 2003 1 X S

X 2013 S Sullivan Arena Municipality of Anchorage Anchorage, AK 1 X X X X X 2014-15 C

Target Center City of Minneapolis Minneapolis, MN X 2017 1 X X S

Tartan Ice Arena Joint Powers Boards Oakdale, MN X X X 2005 2 X S

The Plaza @ Mesa City Center City of Mesa Mesa, AZ X 2018-19 1 X X

The Rinks Anaheim Ducks Anaheim, CA X 2018-19 1 X X S

Thief River Falls Ice Arena City of Thief River Falls Thief River Falls, MN X 2015 2 X S

Titletown Plaza Outdoor Rink Titletown District Green Bay, WI X X 2016-18 1 X A

Traverse City Curling Club Traverse City Traverse City, MI X X 2020-21 6 X C

TRIA Rink St. Paul Port Authority St Paul, MN X X 2016-18 1 X X X A

UCONN New Arena University of Connecticut Storrs, CT X 2019-20 1 X X S

Uihlein Ice Arena Univ. School of Milwaukee River Hills, WI X 2011 1 X X A

Updated 11/17/2020 B32 Project List

SCOPE OF WORK FACILITY TYPE & USE

FACILTY NAME CLIENT/OWNER LOCATION DATES Evaluation Feasibility Concept & CIP Design Construction Grant/Rebate Number of Sheets Olympic Training NHL ECHL & I College Division III College Division AHL, NAHL USHL & College Prep Midget & AAA Community Curling Outdoor Refrigerant (1) Type

X X 2011-15 1 UMD Sports and Health Ice Rink University of MN Minneapolis, MN X X A X X 2018-20 1

X 2009

Verizon Wireless Center/Civic Center City of Mankato Mankato, MN X X X 2013 1 X X S

X X 2019

X X 2007

Veterans Memorial Community X X X 2008 City of Inver Grove Heights Inver Grove Hts, MN 2 X S Center X X 2016-17

X X 2017-18

Victory Memorial Ice Arena Study Mpls Public Schools, Special SD #1 Minneapolis, MN X X 2020 1 X S

Volpe Center Merrimack College North Andover, MA X X 2013 1 X X S

Waconia Ice Arena City of Waconia Waconia, MN X X X 2007 2 X X A

Wadena Ice Arena City of Wadena Wadena, MN X 2008 1 X S

X 2007 S

X X 2008 S Wakota Civic Arena City of South St. Paul South St. Paul, MN 2 X X X X 2010 S

X X 2014-15 A

Walker Community Center City of Walker Walker, MN X 2007 1 X S

War Memorial Florida Panthers Fort Lauderdale, FL X X 2019-21 2 X X A

Watertown Municipal Arena City of Watertown Watertown, SD X 2016 2 X S

Watford City Event Center Watford City Watford, ND X X 2014-15 2 X X A

Watts Ice Center Glencoe Park District Glencoe, IL X 2019 1 X S

Waukesha County Ice Arenas Waukesha County Waukesha County, WI X X 2010 2 X S

Waunakee-DeForest Ice Arena Waunakee Youth Hockey Waunakee, WI X X X 2009 1 X A

West St. Paul Ice Arena City of West St. Paul West St. Paul, MN X X 2014-15 1 X A

Wheeling Park Memorial Ice Rink Wheeling Park Commission Wheeling, WV X X 2019-20 1 X X S

X 2015 1 S White Bear Lake Sports Center City of White Bear Lake White Bear Lake, MN X X X 2017-18 1+ A

X 2018 A Whittemore Center Arena University of New Hampshire Durham, NH 1 X X X X 2019-21 A

X 2013 X S

Willmar Civic Center City of Willmar Willmar, MN X X 2014-15 2 X S

X X 2017-19 A

X X 2013 S Windom Ice Arena City of Windom Windom, MN 2 X X X 2017-18 S City of New York Parks and Wollman Rink Central Park, NY X 2019 1 X X S Recreation Department X 2013 S Yost Ice Arena University of Michigan Ann Arbor, MI 1 X X X X 2014-15 A

Updated 11/17/2020 Titletown

Green Bay, Wisconsin

Project Description

Facility Type Titletown is a mixed use development that was developed by Community Skating Trail the Green Bay Packers. This development not only includes retail and office space, but a full sized football field, tubing lanes, with the central focus being on the ice skating trail.

B32 worked closely with the Owner to design an ice system Expertise that performs at the highest level which is required for an Design, Construction outdoor skating trail where excellent ice quality is paramount around the entire ice sheet. The industrial grade ammonia refrigeration system maximizes energy efficiency and longevity of the ice system.

Status Completed On Time Firms Role: Subconsultant. Ice System Design (refrigeration October 2017 system, skating ribbon, decorative railing system) and consulted on site layout, building layout, etc.

Owner Green Bay Packers

Construction Cost Privately Negotiated

Reference: Mike Shea Project Manager Rossetti 160 West Fort Suite 400 Detroit, MI 48226 313.463.5151

Adam Bickoff Project Executive/Director Sterling Project Development 4 World Trade Center 150 Greenwich St. Floor 49 New York, NY 10007 212.485.4473 21 Community Activity Center

Brooklyn Park, Minnesota

Project Description

Facility Type The original ice arena at the Community Activity Center Community in Brooklyn Park, Minnesota was constructed in 1983 and served by a direct Holmsten Ice Rinks System. As with most of these systems that were installed in the 1980’s, equipment failures have increased maintenance costs and raised concern Expertise about reliability. Evaluation, Design, Construction, Grant Stevens was the lead consultant on this project and worked closely with Brooklyn Park and their Energy Service organization to design a unique solution for the replacement

Status of the Holmsten system and other mechanical systems. The Completed solution includes September 2010 using city well-water as a geothermal heat exchange system. This design allows the new refrigeration setup to operate at higher than normal efficiencies, unmatched by other designs in the industry. The new plan will also capture 100% of the Owner waste heat generated from the refrigeration system for reuse City of Brooklyn Park, Minnesota in the facility.

This new, energy-efficient design substantially reduces the greenhouse gas emissions of the facility and lowers its carbon footprint without sacrificing performance of the two Construction Cost Ice System: $1.4 M ice sheets. The first of the two ice sheets were placed on-line HVAC: $1.4 M Dashers: $165,000

Reference: Mark Palm Facility Manager Brooklyn Park Community Center 5600 85th Ave N Brooklyn Park, MN 55443 763.493.8245 [email protected]

22 St. Louis Park Rec Center - Indoor Ice Rink

St. Louis Park, Minnesota

Project Description

Facility Type As with many ice arenas built in the 1970’s and 1980’s, Community the mechanical systems for this two-rink facility had well 3 Sheets exceeded their safe and reliable life expectancy. In addition, the City was greatly concerned with the over 8,000 pounds of R-22 that was being used in the two refrigeration systems to operate these systems. Expertise Evaluation, Design, Construction The challenges on this project were numerous. As one of the busiest ice rink facilities in the U.S., and serving many different types of user groups such as the community, a local college preparatory school, and practices for the Status Completed NHL’s Minnesota Wild team; significant downtime during 2016 construction was not an option. B32 Engineering Group extensive experience with ice rink renovation projects and the design of many multi-sheet facilities, assisted in planning a very successful phased construction schedule keeping one Owner ice sheet in operation at all times. City of St. Louis Park, MN Another significant challenge, and a key goal of the project, was replacing a highly efficient direct R-22 system with a more modern, more environmentally friendly, indirect system

Construction Cost without increasing the utility costs. To add to this challenge $4,335,000 was keeping the same goal of zero utility costs increase while adding a new refrigerated outdoor ice rink to this facility. Reference: Cindy Walsh Parks and Recreation Director This project was a combination of: a large, multi-million- City of St. Louis Park dollar ice system replacement and renovation project 3700 Monterey Dr St. Louis Park, MN 55416 including two new rink floors, new dasher board system 952.924.2541 and a new common ammonia-based refrigeration system; [email protected] and the construction of a new outdoor ice rink and new Jason Eisold mechanical room. This project was successfully delivered and Rec Center Manager completed within the very restrictive summer construction Rec Center 3700 Montery Dr season. St. Louis Park, MN 55416 952.924.2547 [email protected] These improvements will efficiently and effectively serve the St. Louis Rec Center for the next three decades and beyond and solidify the facility’s future as one of the elite ice arena facilities in the nation. 23 Parade Ice Gardens

Minneapolis, Minnesota

Project Description

Facility Type Parade Ice Gardens were facing the same dilemma that many Community of the Minnesota ice rinks are currently facing. How long can they continue to safely operate with 15,000 pounds of R-22 in the systems that serve three ice sheets when leaks were amounting to over $100,000 each year?

Expertise Feasibility, Design, Construction The challenges of this particular project included: phased construction over two years, a very tight mechanical room to house a single common ammonia-based refrigeration system, routing large rink transmission mains through the facility, poor soils, and a facility hat was always open to the Status public. Completed Fall 2013 Summer 2014 B32 Engineering Group extensive ice rink renovation experience was one of the major factors in the delivery of a very successful ice system renovation solution for the Parade

Owner Minneapolis Parks and Recreation Board

Construction Cost Total: $4.60M Ice System: $3.16M

Reference: Reggie Krakowski Ice Arena Facility Manager 612.370.4846 [email protected]

24 Ice Den - Phoenix Coyotes Training Facility

Scottsdale, Arizona

“One of the 10 great places to cut a fine figure eight.”

USA Today and Kristi Yamaguchi, 1992 Women’s Figure Skating Project Description

Facility Type NHL Practice Facility, The Ice Den is a 160,000 square foot, three-sheet ice skating Community and entertainment center located in Scottsdale, Arizona. The 3 Rinks Ice Den hosts the Phoenix Coyotes’ practices, Arizona State University, and nearly all the other visiting NHL teams for their practice needs. The Ice Den is also a premier skating venue for many national and international figure skating Expertise Evaluation, Design, events, shows, and competitions. Construction B32 Engineering Group assisted the Owner in performing an evaluation study of the original two sheet facility to solve ice quality problems with the direct ice system. Once the Status problems were identified, recommended solutions were Completion Dates: presented and a new ice rink floor design was completed. Ice System Eval - 2005 Phase 1 Improvements- 2006 The design minimized cost and downtime by using the Phase 2 Improvements - 2007 existing rink piping and sand. Construction on the two floors Condenser Replacement- 2011 was performed in phases to minimize disturbance to the very Third Ice Sheet - 2013 popular and successful ice skating facility. Chandler AZ Renovation - 2014 Renovation of two existing- 2016 In 2011, B32 Engineering Group designed the ice system for the facility’s third ice sheet as well. This facility has been so successfully that the Owner has recently purchased an exist- Owner ing two sheet ice rink facility in Chandler, AZ. B32 Engineer- Coyotes Ice, LLC ing Group was hired to evaluate the existing ice system, de- Scottsdale, Arizona Chandler, Arizona sign the $1.2M improvements to the ice system and observe construction. All projects were completed on schedule. Scott Ward with B32 Engineering Group was lead engineer and construction inspector for the specialized ice system work. Construction Cost Phase 1: $150,000 Phase 2: $140,000 Condenser Replacement: $100,000 Third Ice Sheet: $1.1 M Chandler Renovation: $1.2 M 2 Sheet Renovation: $3.8 M The new ice looks fabulous, good job to everyone Reference: involved. The best part...we made it in time for our ASU Mike O’Hearn, President Coyotes Ice, LLC camp first thing Monday morning..right on schedule!” Alltel Ice Den 9375 East Bell Rd Michael O’Hearn Scottsdale, Arizona 85620 President of Coyotes Ice, LLC 480.473.5835 [email protected] -2007 25 Yost Ice Arena - University of Michigan

Ann Arbor, Michigan

Project Description

Facility Type Yost Ice Arena is located at the University of Michigan- Ann College Arbor and seats up to 5,800 people. Originally built in 1923, it Division 1 has since undergone many renovations.

B32 Engineering Group worked with the University to remove and rebuild the existing rink floor to facilitate replacement

Expertise of refrigeration piping, make minor architectural changes in Evaluation, Design, Construction the ice equipment room, enclose the existing Zamboni flood water treatment system, extend the wall in the Zamboni area to increase separation from the west concourse, expand the existing snow melt pit, and the construction of two new brick screen walls at the south façade of the building to enclose the Status cooling tower and dumpsters. Completed October 2015 This project also included the replacement of existing ice, dasher board and related mechanical systems in this 1920’s historical building. The design included extensive ammonia safety systems such as an ammonia scrubber system, vent walls, Owner enhanced ventilation, a detailed gas monitoring system, a University of Michigan - Ann Arbor static diffusion system, minimizing the ammonia charge in the system, and more. The architectural elements included two tiers of screen walls for exterior equipment and a trash container.

Through careful planning and a thorough review of Construction Cost improvement options, the University will substantially reduce $5M their carbon footprint by eliminating 6,000 pounds of ozone- depleting R-22 refrigerant. The design was completed in 2014 Reference: and construction was completed in 2015. Scott Wood Project Manger - Architects Office University of Michigan B32 Engineering Group is also assisting the University and its 326 East Hoover, Mail Stop E emergency preparedness and process safety management Ann Arbor, MI 734.647.1329 team. [email protected]

26 Mankato Civic Center - Minnesota State University

Mankato, Minnesota

Project Description

Facility Type The ice system for this multi-purpose, 4,500-seat venue College constructed in 1995 was in need of replacement. The existing Division 1 Holmsten direct R-22 ice system was failing and the risk of compromising ice quality for the Division 1 Collegiate Maverick hockey team was not an option. In addition, the City was looking to provide an interior face-lift to this aging Expertise Feasibility, Design, facility by replacing seating, the dasher board system and Construction, Grant painting. B32 Engineering Group led an experienced team of consultants to provide the specialized services and leadership required to design and manage this critical project. B32 Engineering Group successfully scheduled and managed

Status the three main projects under three separate contracts while Completed allowing for dry floor events to take place, on the rink floor, October 2013 prior to the completion of the project.

The largest component of the project was replacing the heart of the facility, the direct R-22 ice system. After a thorough Owner discussion on ice system replacement options, the City City of selected to modify the existing refrigeration system and Mankato, Minnesota replace the concrete rink floor reducing from 200’x100’ to 200’x89’. Complicating the project was piling and structural subslab systems located beneath the rink floor. These systems were modified to provide the necessary pipe trenches Construction Cost required for the new rink floor system. Experience in working $3M with equipment rooms designed for direct ice systems proved Reference: valuable in making this smaller refrigeration room work with Steve Conover the system modifications. Operations Manager Verizon Wireless Center One Civic Center Plaza The dasher board system was replaced with the latest Mankato, Minnesota 56001 technology and options to maximize player’s safety and P: 507.387.8440 C: 507.381.0216 spectator’s involvement and enjoyment including one of the sconover@verizonwirelesscentermn. first acrylic and flexible clear post support systems in collegiate com hockey. The system was designed to easily accommodate the removal and reinstallation of the dasher boards for dry floor events. Both the fixed and retractable seating systems were replaced with new lower maintenance and brighter seating systems. With careful planning, surveying of existing infrastructure, clear communication, and; continuous monitoring, scheduling and surveying as the project progressed; the project was completed on time for the start of 27 AMSOIL Arena

Duluth, Minnesota

Project Description

Facility Type College The $60M, 6,600 seat AMSOIL Arena complements the Division 1 existing, two sheet facility and is the new home for the University of Minnesota-Duluth Bulldog Division I college program.

Expertise Design, Construction, Grant B32 Engineering Group’s design approach included aggressive LEED & energy reduction strategies including obtaining LEED silver certification. As part of this approach, the ice system design included environmentally-friendly

Status and efficient refrigerants, the highest efficiencies motors Completed available, larger piping systems to reduce pump energy Design 2010 requirements, steel piping in the rink floor to increase the Construction 2010 heat transfer efficiency along with many other energy efficient systems and designs.

Owner Congratulations to the UMD Bulldogs for winning their Duluth Entertainment and second straight NCAA Championship! Convention Center

Construction Cost Original Budget: $1,500,000 (ice) $280,000 (dashers) Award: $1,183,964 (ice system) Change Orders: $726

Reference: Jeff Stark Venue Operations Duluth Entertianment and Convention Center 350 Harbor Dr Duluth, MN 55802 218.623.1238 [email protected]

28 Sullivan Arena

Anchorage, Alaska

Project Description

Facility Type Sullivan Arena, known to the locals as “The Sully”, is Alaska’s ECHL Professional, College, Division 1 crown jewel for all kinds of entertainment. The Sully is a Community multi-use facility hosting a variety of events year round, but the highlight is ice hockey.

Sullivan Arena is Alaska’s largest entertainment venue, and

Expertise has nearly 6,300 seats where spectators can enjoy all different Evaluation, Design, Construction levels of hockey. The Olympic sized arena that sits within Sullivan Arena hosts hockey contests for the Anchorage community, all the way up to the professional level. The Sully is home to the Alaska Aces of the ECHL professional

Status league, as well as the University of Alaska Anchorage Completed Seawolves who reside in the WCHA Division 1 hockey October 2015 conference.

B32 Engineering Group spearheaded the ice system replacement design, which also included the replacement Owner of the ice and dasher board systems and modifications to Municipality of related spaces. B32 left it’s mark on the project when they Anchorage, Alaska designed this CO2 refrigerant based ice system. This was the

second CO2 refrigerant based ice system in the United States. This followed up B32 Engineering Group’s first, and highly

successful, CO2 based ice system at the McDonald Center the Construction Cost year before. This is the first CO system at the professional and $6M 2 college levels of play. The main benefit using CO2 refrigerant Reference: is that it minimizes energy use which provides higher John Rodda temperature waste heat. This is important because a higher Director - Parks & Rec Department Municipality of Anchorage temperature waste heat provides opportunities for additional PO Box 196650 uses throughout the building. Anchorage, AK 99519 907.343.4562 [email protected] This facility is managed by SMG.

Jon Clark Maintenance and Operations Municipality of Anchorage 3640 E. Tudor Rd Warehouse 1 Anchorage, AK 99507 907.343.8257 [email protected]

29 Braemar Arena - Refrigerated Outdoor Ice Rink

Edina, Minnesota

Project Description

Facility Type Braemar Ice Arena is one of the premier community and high Community 4 Rinks school venues in the United States. Braemar includes three indoor ice rinks and one outdoor ice rink. B32 Engineering Group has been working closely with the City of Edina since 2009 in renovating the existing ice arena facilities. In 2012 B32 completed a study to assist the City in planning for the Expertise replacement of the R-22-based refrigeration system that Design, Construction was serving the East Rink. The study evaluated numerous replacement options. This planning was the foundation for a new ammonia-based refrigeration system to serve the East Rink and the new outdoor ice rink. In 2014, the city decided Status more ice time was needed and that a refrigerated outdoor Completed ice rink would complement the three existing indoor facilities October 2014 and add a unique and existing element to the overall facility.

One of the most efficient means of serving an outdoor ice rink facility with refrigeration is by sharing capacity of

Owner another ice system. With an aging R-22 refrigeration system City of serving one of the three existing ice arenas and the need for Edina, Minnesota more ice, the City hired B32 Engineering Group to design a common ammonia refrigeration system to serve both the existing East Arena and a new outdoor ice sheet. Since opening in the fall of 2015, the system has been operating very efficiently with utility costs unchanged or sometime Construction Cost $1,400,000 even lower than when only the East Rink was operating.

Reference: Ann Kattreh Director - Parks & Recreation City of Edina 4801 W 50th St Edina, MN 55424 952.826.0430 [email protected]

30 Centene Community Ice Center

Maryland Heights, Missouri

Project Description

Facility Type Centene Community Ice Center is a new 4 sheet facility that Community/Professional 4 Rinks will be home to the St. Louis Blues new practice facility. B32 was hired to design, consult, and manage construction for the duration of the project. With any multisheet facility, the challenges of meeting the high standards of uniform ice Expertise quality, flexibility of individual ice temperature control for Design, Construction each sheet of ice; while minimizing energy use and capital costs as much as possible. Meeting these goals are far greater for multisheet facilities compared to single sheet facilities. These challenges were amplified with this new 4-sheet facility by adding NHL level expectations throughout the facility, an Status Completed On Time outdoor ice sheet with uncontrolled ambient conditions, and October 2019 providing a flexible, common refrigeration system that met the budget conscious project approach.

Our Role: Subconsultant. Ice System Design (refrigeration

Owner system, 3 indoor ice rinks and 1 outdoor ice rink, 4 dasher Public-Private Partnership board systems) and consulted on site layout, building layout, etc.

Construction Cost Privately Negotiated

Reference: Patrick Quinn Chairman St. Louis Legacy Foundation 314.619.9929 [email protected]

Mark Bengard Sr. Vice President of Sales Murphy Company 314.795.4039 [email protected]

31 Olympic Center

Lake Placid, New York

Project Description

The Olympic Center, located in Lake Placid village, New Facility Type Olympic Training York, has a historical background from hosting two world Facility Olympics, including the Miracle on Ice in 1980, and many other competitions and celebrity events. A comprehensive study was completed in 2019 outlining recommended improvements for the facility. B32 Engineering Group, Inc. Expertise was hired to address one of the key areas for improvements, Design, Construction the ice system. The ice system improvements include the replacement of the existing common refrigeration system that serves three indoor ice rinks and one outdoor speedskating oval and the replacement of the speed skating oval floor

Status system. These improvements are part of the Lake Placid Completed Olympic Center Regional Modernization Project. Design Nov. 2020 Construction in 2021 The refrigeration system replacement includes a new 1375 ton industrial grade, indirect refrigeration system that will serve all four ice skating surfaces plus a outdoor pleasure rink. The size restriction and location of the existing refrigeration Owner room, access to the refrigeration room, and proximity to NYS Olympic Regional the neighboring high school and village, limited the type of Development Authority refrigerant that could be used in this system. A new, blended synthetic refrigerant recommended by the NHL called R-513, was selected for this project.

Construction Cost Refrigeration System 2020 B32 used cutting edge modeling technology to assure $12M maximum usage of the existing refrigeration room and limit conflicts with other systems. B32 also researched and Oval Floor Replacement Estimate: $4M recommended a new padding system for the speedskating oval.

Reference: This project is faced with all the challenges of a typical ice rink Michael Ohar, P.E. renovation project but on a much larger scale. The design for Vice President CannonDesign this project will be complete in November 2020 and will be 50 Fountain Plaza, Suite 200 under construction in 2021. Buffalo, NY 14202 T. 716.774.3247 [email protected]

32 Runestone Community Center

Alexandria, Minnesota

Project Description

Facility Type The Runestone Community Center is home to many Community community events including Alexandria Blizzard NA3HL Multi-Sheet NA3HL Hockey, Alexandria Area Hockey Association, Vikingland Curling Club, Alexandria Figure Skating Club, Alexandria Area High School Boys and Girls Hockey, and many more.

With so many organizations relying on these rinks, B32 Expertise Engineering Group applied a step-by-step approach to Evaluation, Feasibility, Design, Construction, Grant the Runestone Community Center project starting with a detailed discussion of options for renovating or replacing the existing ice system for their two rinks, RCC (main rink) and WR (west rink). This included whether to continue using R-22 refrigerant or switch to ammonia or a different blended Status refrigerant. Completed November 2009 October 2016 Estimated costs and energy savings were reviewed and discussed. In the end, it was determined that the best option was to replace the existing direct refrigeration system with an indirect R-22 / calcium chloride refrigeration system. Owner City of Considering future needs, the city also approved up-sizing Alexandria, Minnesota the refrigeration system to allow for the connection of the existing second ice sheet when the current refrigeration system needs replacement, or for serving a future third ice sheet. Construction Cost 2009: $550K The future savings for the Community Center range from 2016: $2.3M $200,000 to $350,000 and a unique feature of the new design is that it includes a recycling snow melt pit water for the Reference: Vinni Hennen condenser system, saving more than 385,000 gallons of water Facility Manager use per year. City of Alexandria 704 Broadway St Alexandria, MN 56308 In 2014, the city wanted to replace the R-22 system with an 320.763.4466 ammonia based system. Again, the city turned to B32 [email protected] Engineering Group to design a new energy efficient

33 Solar4America - San Jose Rinks 1 & 2

San Jose, California

Project Description

Facility Type Professional NHL This 280,000 square foot, 4 sheet ice arena facility is the new home to the Anaheim Ducks. B32 Engineering Group, Inc. began working with the Owner group in 2011 developing conceptual layouts and cost estimates related to the ice system for this facility. The design phase started in 2016 and Expertise the ice was ready to skate in November 2018. Three of the Ice System Design, four ice rink floors are standard NHL size and one is Olympic Construction size. The main arena, FivePoint Arena, has a seating capacity of 2,500 people for figure skating and other major events.

Status Designing an ice arena facility of this size and being Completed inherently a high energy use, high water use, cold Design, 2017 temperature facility, in the desert climate of Southern Construction, 2018 California had many challenges. The main focus for the ice Rinks 3,5,6 - 2020 system design was to minimize energy and water use and minimize the environmental impact, while providing NHL and U.S Figuring Skating level ice quality. Minimizing energy

Owner use and the impact on the environment was addressed by City of San Jose evaluating various sources of energy including fuel cell technology, microturbines, solar, natural gas generator, cogeneration, onsite generation, etc. and also by maximizing the efficiency of the refrigeration systems. Two separate ammonia and brine-based refrigeration systems with waste Construction Cost heat recovery were selected. The FivePoint Arena has a General $2.5M dedicated refrigeration system while the three NHL size ice Ice System - $2.5M rinks share a common refrigeration system. Dasher Boards - $600K

Minimizing water use was addressed by using recycled water Reference: Art Trottier for grey water applications and making ice. This is only the Vice President – The Rinks second facility in the U.S. that uses recycled water for the ice 300 West Lincoln Avenue making process. B32’s experience with large multi-sheet Anaheim, CA 92805 714.518.3201 ice rink complexes and cutting-edge technology, was key in [email protected] overall success of this facility. Design solutions were provid- ed that were flexible, cost effective, and efficient from the Reference: Jessica Drake planning phase through design, construction and commis- Sr. Project Manager sioning which resulted meeting the high expectations of the Swinerton 310.909.9757 ownership group and user groups. Overall, the facility is [email protected] designed to operate 20 percent more efficiently than California’s Title 24 requirements. 34 Burnsville Ice Center

Burnsville, Minnesota

Project Description

Facility Type Since 1972, this distinctive wood arched structure in Community Burnsville, Minnesota has been a cornerstone to developing 2 Rinks hockey in the Twin Cities. The facility supports school teams as well as a variety of open skate programs.

In 2008, the City of Burnsville adopted a Sustainability Guide Expertise Plan. In following with that plan, the 38 year old ice system Feasibility, Design, and other mechanical systems were replaced with a first of its Construction, Grant kind, state-of-the-art, geothermal-based ice and mechanical systems. In addition to being the lead design consultant and project manager for the Ice Center renovations, B32 Engineering Status Group also successfully assisted the city in obtaining over Completed $500,000 in funding for this project and other city projects October 2010 through the Energy Efficiency and Conservation Block Grant (EECBG) Federal Stimulus program.

The Ice Center used to be one of the largest CO2 producers in Owner the city. Thanks to this massive energy efficiency renovation, City of the Burnsville Ice Arena has become an impressive model of Burnsville, Minnesota sustainability.

Construction Cost $4.9M

Reference: Dean Mulso Ice Center Manager City of Burnsville 251 Civic Center Pkwy Burnsville, MN 55337 952.895.4653 [email protected]

35 New Hope Ice Arena

New Hope, Minnesota

Project Description

Facility Type The City of New Hope and the New Hope Arena have a long Community standing tradition as one of the top community ice arena Multi-Sheet facilities in the Midwest. Rink 1 was constructed in 1975 and Rink 2 in 1996. As part of a continued effort to improve operation and efficiency of the facility; to plan for future

Expertise improvements; and to continue to provide high-quality ice for Feasibility, Design, its user groups; B32 Engineering Group was retained by the Construction, Grant City to prepare an engineering study of the facility.

The goals of the study were to: evaluate the existing facility, with a focus on the mechanical and ice systems; and provide Status Completed detailed, accurate information and recommendations that Engineering Study: 2010 will allow the City to define, budget and schedule for future Ice/Mechanical Reno: 2012 improvements. Sustainable design practices were a strong Lobby Reno: 2012 consideration where possible and practical to reduce the use of fossil fuels, the production of green house gas emissions, and to reduce overall energy use of the facility.

Owner City of The study identified 18 energy conservation practices to New Hope, Minnesota consider along with numerous other recommendations for improvements. The recommendations were prioritized to further assist in planning. The study was completed under the guidelines of Xcel Energy’s Engineering Assistance Program Construction Cost Ice System: $2M providing the City with substantial funding assistance. Lobby: $564K

Reference: B32 Engineering Group completed a $2M ice and mechanical Susan Rader system renovation project as a follow up to this study. Director of Parks and Recreation Building on the trusted relationship that had developed, the City of New Hope 4401 Xylon Ave N City also as B32 Engineering Group to design a new lobby for New Hope, MN 55428 the two-sheet facility. Both this projects were successfully 763.531.5152 [email protected] completed in time for regularly schedule ice rentals in October, 2012. Mark Severson City of New Hope 4401 Xylon Ave N New Hope, MN 55428 763.531.5182 [email protected]

36 Schwan’s Super Rink

Blaine, Minnesota

Project Description

Facility Type Playing off the success of the original Super Rink Facility, the College Division III National Sports Center expanded its ice arena facilities by Community Olympic Training Center constructing a four-sheet ice rink facility to compliment the original four-sheet complex. This expansion makes it the largest indoor ice arena facility in North America.

The ice system consists of a 300 ton, industrial-grade, Expertise centralized refrigeration system, a few waste heat recovery Design, Build systems, sub-floor heating systems, sub-soil drainage systems, four concrete ice rink floors, and two snow melt pits. The central refrigeration system and the waste heat recovery systems are key design elements for minimizing Status Completed energy costs. November 2006

Owner National Sports Center

Construction Cost $1.5M

Reference: Pete Carlson Facility Manager National Sports Center Schwan’s Super Rink 1850 105th Ave NE Blaine, MN 55449 763.717.3881 [email protected]

37 St. Louis Park Rec Center - Refrigerated Outdoor Ice Rink

St. Louis Park, Minnesota

Project Description

Facility Type B32 Engineering Group has recently completed the design Community 3 Rinks for an extensive renovation/ new ice rink project as the prime consultant. The St. Louis Park City Council was looking for something that could not only suit their winter needs, but also be a structure that can host events in the warmer weather as well. The renovation and new ice rink will allow Expertise for hockey, ice skating and other winter activities now while Design, Construction this spring and summer it will be converted to a turfed field for baseball, softball, and soccer along with fitness classes, farmers’ markets, and theater performances.

The project includes the replacement of two indoor R-22 Status Completed based ice systems and the design of a new outdoor ice rink October 2016 at the St. Louis Rec Park Center. The two- existing individual ice refrigeration system are used to maximize sustainability, operating and maintenance efficiency. Another key component of the design for the new facility was maximizing

Owner the use of the waste heat from the refrigeration system. City of St. Louis Park, Minnesota

Construction Cost $3.2M

Reference: Cindy Walsh Parks and Recreation Director City of St. Louis Park 3700 Monterey Dr St. Louis Park, MN 55416 952.924.2541 [email protected]

Jason Eisold Rec Center Manager 3700 Monterey Dr St. Louis Park, MN 55416 952.924.2547 [email protected]

38 TRIA Rink

St. Paul, Minnesota

Project Description

Facility Type The building now occupied by the new TRIA rink was originally NHL & constructed for Macy’s way back in 1963. In 2016, the Minne- Community sota Wild signed the new lease for their brand new ice rink and practice facility to be designed on the roof of the building. The rink is located on the 5th floor of the building, while the Min- nesota Wild officials have their offices and training spaces in Expertise the basement of the building. A dedicated elevator connects Design, Construction the two spaces.

Challenges for this project were numerous including build- ing the new ice rink on the 5th floor of an existing parking Status structure. Not only was this a new facility, but it included a full Completed in 2018 height wall of west facing glass. The system needed to meet the high performance demands for an NHL hockey team, the Minnesota Wild, all while staying within a restricted budget. Even though the budget was restricted, B32 was able to design

Owner a high performance system that still allowed the success of the City of overall building development. Drawing from experiences of St. Paul, Minnesota other high performance and NHL ice rink facilities, B32 Engi- neering Group, Inc. were able to provide many options for the ice system design as the project moved through the design phase even as layout of the facilities changed. Construction Cost $2.82M In addition to the Minnesota Wild, the facility is also home to the Division 2 Hamline University Pipers Hockey Team as well Reference: as the Minnesota Whitecaps who are apart of the National Mark Anger - MN Wild Women’s Hockey League. Facility Develpment/Project Manager 651.312.3476 [email protected] Congratulations to the Minnesota Whitecaps for winning the 2019 NWHL championship and the Isobel Cup! Reference: Travis Larson Xcel Energy Center & TRIA Rink Ice Operations Manager & Event Manager 651.726.8160 [email protected]

39 Plymouth Ice Center

Plymouth, Minnesota

Project Description

Facility Type The Plymouth Ice Center is one of the premier ice arena Community facilities in Minnesota, if not the U.S. The facility is home to one of the largest youth hockey organizations in the U.S. along with Wayzata High School Hockey and Providence Academy.

Expertise Design, Construction The facility features 3 professional sized ice rinks. B32 Engineering Group, Inc. designed the replacement of the ice rink floor in Rink B along with the existing common R-22- based refrigeration system that serves Rinks A and B. The goal of the City was to replace the aging ice systems with Status more efficient and sustainable systems. The ice rink floor in Completed Rink B was reduced from an Olympic sized ice sheet to an October, 2018 NHL sized ice sheet decreasing the cost of operation and increasing the space for dry floor events or dry floor training.

The common R-22 refrigeration system was replaced with an new, higher efficiency ammonia system. Using B32’s Owner extensive renovation experience, the new ice system City of Plymouth, MN was designed to fit in the limited space of the existing refrigeration room. The compressors were changed from the more traditional reciprocating type machines to screw machines to substantially reduce the maintenance costs and for a better fit on the existing concrete pads. Finally, safety Construction Cost systems were installed as required for the ammonia system, Ice System: $1.9M and A new control system was installed to provide detailed, remote monitoring of the ice system.

Reference: Diane Evans City of Plymouth Director of Parks and Recreation 3400 Plymouth Boulevard Plymouth, MN 55447 763.509.5201 [email protected]

40 Great Park Ice and Sports Center

Irvine, California

Project Description

Facility Type This 280,000 square foot, 4 sheet ice arena facility is the new NHL home to the Anaheim Ducks. B32 Engineering Group, Inc. Community began working with the Owner group in 2011 developing conceptual layouts and cost estimates related to the ice sys- tem for this facility. The design phase started in 2016 and the ice was ready to skate in November 2018. Three of the four ice Expertise rink floors are standard NHL size and one is Olympic size. The Design, Construction, Grant main arena, FivePoint Arena, has a seating capacity of 2,500 people for figure skating and other major events.

Designing an ice arena facility of this size and being inherently a high energy use, high water use, cold temperature facility, in Status Completed 2018 the desert climate of Southern California had many challeng- es. The main focus for the ice system design was to minimize energy and water use and minimize the environmental impact, while providing NHL and U.S Figuring Skating level ice quality. Minimizing energy use and the impact on the envi- ronment was addressed by evaluating various sources of ener- Owner gy including fuel cell technology, microturbines, solar, natural FivePoints gas generator, cogeneration, onsite generation, etc. and also by maximizing the efficiency of the refrigeration systems. Two separate ammonia and brine-based refrigeration systems with waste heat recovery were selected. The FivePoint Arena has a dedicated refrigeration system while the three NHL size ice Construction Cost Overall - $110M rinks share a common refrigeration system. Ice System - $5.2M Dasher Boards - $1.2M Minimizing water use was addressed by using recycled water for grey water applications and making ice. This is only the second facility in the U.S. that uses recycled water for the ice Reference: Art Trottier making process. B32’s experience with large multi-sheet Vice President – The Rinks ice rink complexes and cutting-edge technology, was key in 300 West Lincoln Avenue Anaheim, CA 92805 overall success of this facility. Design solutions were provided 714.518.3201 that were flexible, cost effective, and efficient from the plan- [email protected] ning phase through design, construction and commissioning Jessica Drake which resulted meeting the high expectations of the owner- Sr. Project Manager ship group and user groups. Overall, the facility is designed Swinerton 310.909.9757 to operate 20 percent more efficiently than California’s Title 24 [email protected] requirements. 41 Enterprise Center (St. Louis Blues) formerly Scottrade Center

St. Louis, Missouri

Project Description

The Enterprise Center is best known as the home of the Facility Type Professional - NHL St. Louis Blues of the National Hockey League (NHL). The building was originally constructed in 1994 and the 23-year old ice and mechanical systems were starting to show their age and required replacement. Naturally, with an aging system, a number of issues began to crop up, including Expertise the deteriorating ice quality. This project had a number of Design, Construction unique challenges for the entire design team.

First and foremost, this project had a hard deadline due to the Enterprise Center being home to an NHL team.

Status The project needed to be wrapped up by September for Completed the 2017-2018 NHL season. With an already condensed Design 2017 schedule, the project wasn’t approved to move forward Construction 2017 until February of 2017. At this time, B32 Engineering Group was hired to design the new ice system including the rink floor and refrigeration system, and to work with a large local mechanical contractor, Murphy Company, who had limited Owner ice rink experience. B32 Engineering Group designed the City of St. Louis entire project in one month to assure material could be ordered and delivered on time for the 23 week project. The rink floor was constructed in half the time a typical floor takes.

Construction Cost $1.6M Another unique challenge to this project was the need to have the rink floor change from NHL size (85’ wide) to Reference: Olympic size (100’ wide) with just a turn of a few valves. B32 Doug Waugh Sr. Director of Building Operations Engineering Group floor design met this need and provided Enterprise Center a very unique option for the owners and operators of this 1401 Clark, St. Louis MO 63103 314.589.5982 facility. [email protected]

Mark Bengard Due to the great success of this project, the Enterprise Murphy Company Center will provide an amazing ice surface for national and 1233 N Price Road, St. Louis MO 314.997.6600 international events for many years to come. [email protected] B32 is excited to congratulate the St. Louis Blues for winning the 2019 Stanley Cup!

42 Cottage Grove Ice Arena

Cottage Grove, Minnesota

Project Description

Facility Type The Cottage Grove Ice Arena is one of the premier youth and Community high hockey facilities in Minnesota. B32 Engineering Group, Inc. designed the ice system for the new third ice sheet addi- tion that took place at the Cottage Grove Ice Arena facility in 2007 and assisted the City with the planning the ice system replacement in the two original ice rinks by completing an in Expertise depth study of the ice systems at this facility. Evaluation Study, Design Construction The study included the analysis of different ice system tech- nologies and systems and determining which system and equipment would be the best fit for this facility. Due to the site constraints, the existing refrigeration had to be reused and

Status the change from a direct R-22 systems to an indirect ammonia Started: March, 2019 system meant larger equipment. The B32 Engineering Group Completed: Oct 2019 team determined that by making the existing refrigeration room about 2 feet wider, the new equipment would fit in the room and the room could be brought up to current code standards. This was a very cost effective solution for the facility. The renovation was completed on time and in budget and has Owner City of Cottage Grove, MN exceeded all expectations.

Construction Cost $2.7M

Reference: Mr. Zac Dockter Park and Recreation Director City of Cottage Grove 8635 West Point Douglas Road Cottage Grove, MN 55016 Work: 651.458.2847 Email: [email protected]

Mr. Jordan Hirman Ice Rink Manager City of Cottage Grove 8020 80th Street South Cottage Grove, MN 55016 Work: 651.458.3415 [email protected] 43 Snoopy’s Home Ice at The Redwood Empire Ice Arena

Santa Rosa, California

Project Description

Facility Type Snoopy’s Home ice at the Redwood Empire Ice Arena was Community owned and built by the Peanuts cartoonist Charles M. Schulz, and opened on April 28, 1969. The arena is a staple in the com- munity offering ice for public skating, private ice time, figure skating, junior hockey, and adult hockey.

Expertise When the ice rink floor started showing signs of failure, the Design & Owner wasted no time in bringing in B32 Engineering Group, Construction Inc. to evaluate the system and design a new ice rink floor sys- tem. This facility holds a lot of ice skating history and replacing the original ice rink floor was an very important step in sustain- ing and building on that history. B32 Engineering Group, Inc.

Status worked closely with the Owner and facility board to deliver a Started: May, 2019 project that met the high expectations and budget. The proj- Completed: Sept 2019 ect was constructed over the lower use summer months and ready for the fall hockey season. B32 also assisted the facility in making improvements to the dasher board system to improve safety and playability.

Owner Snoopy’s Home Ice/ Redwood Ice Arena

Construction Cost $1.0M

Reference: Gina Huntsinger General Manager Snoopy’s Home Ice/Redwood Ice Arena 1667 West Steele Lane Santa Rosa, CA 95403 Mobile: 707.292.5570 [email protected]

44 Bentley University Ice Arena

Waltham, Massachusetts

Project Description

The Bentley University’s new 75,000 sq ft, 2200 seat home Facility Type arena was an exciting project for the design team of B32 College: Division 1 Community Engineering Group, Inc. to be part of. Right from the start the University and the design team were energized by the new facility’s potential, the focus on sustainability and LEED certification.

Expertise Design, Construction In the end it exceeded the sustainability motto of people, planet, profits. The School pushed the design team to find ways to reduce energy. For the design ice system, the challenge was even greater for B32 Engineering Group because the School was not comfortable operating a system Status with natural refrigerants like CO2 (newer to the ice rink Started: July 2016 Completed: Jan 2018 industry) and ammonia (potentially more hazardous and requires additional training for staff) which tend to operate more efficiently than synthetic refrigerants. After evaluating many refrigerant and equipment options, a flooded R-507 based refrigeration system was selected. To improve Owner Bentley University the efficiency of the R-507 system, a flooded type heat exchanger system was incorporated in the design along with the use of industrial grade equipment.

An extensive heat recovery system was also included in Construction Cost the design to capture and reuse the waste heat generated $35 million from the refrigeration system rather than sending it to the atmosphere as wasted energy. The waste heat is used to Reference: Jan Taylor heat domestic water, the snow melt pit and the subfloor Architectural Resources Cambridge heating system beneath the ice sheet. The arena prioritizes Associate Principal sustainability from its 1400 solar panels that generates half 501 Boylston Street Suite 4101 a megawatt of solar power down to the low-flow faucets Boston, MA 02116 and earned a LEED Platinum certification potentially the first 617.575.4252 [email protected] LEED Platinum ice arena in the United States.

John Nattinville Ice System: Industrial Grade Ammonia Facilities Department Bentley University Rink Floor Piping: HDPE, fusion welded (781) 891-2310 [email protected] Change Orders (Ice only): $0

45

PROJECT UNDERSTANDING

As a continued effort to improve the operations and financial success of the Guidant John Rose MN Oval, the City of Roseville is seeking proposals for professional engineering services to make improvements to the ice system that serve the oval and bandy/hockey refrigerated floors and refrigeration system.

The Guidant John Rose MN Oval is a skating facility that hosts international competitions as well as serving the local skating enthusiast. The 110,000 square foot ice surface includes a 400-meter speed skating track, a bandy rink, hockey rinks and recreation skating. The construction of the facility was complete in 1993. The ice surface(s) are served by one of the largest refrigeration systems serving and ice-skating facility, an 800- ton ammonia-brine based refrigeration system. This system is 8 times the size of standard ice rink.

B32 Engineering Group Inc. (formerly known as Stevens Engineers) completed a very successful renovation project to the refrigeration system in 2005. The project included retubing the existing chiller vessel, replacing all the steel piping and some pumps and other improvements. The remaining equipment is original to the construction of the building. A Condition Assessment Study was completed in December 2018 and identified many of the improvements that are included in the current project.

The current proposed project focuses on improvements to the existing ice system.

• Refrigeration Plant Improvements: o Compressors (3) – rebuild existing screw compressors, new Vision controllers, custom control changes o Chiller (1) – replace or retube depending on test results. Consider flat plate technology to lessen ammonia charge. o Evaporative Condenser (1) and Pumps – replace. o Treatment/Ammonia Detection – provide new chemical treatment system and ammonia detection systems. o Electrical Systems – Replace motor control panel. • Brine Pumping Systems – replace brine solution. Evaluate feasibility of using glycol in its place. Install brine filtration system. • Concrete Refrigeration Rink – Repair all expansion joints, new insulated grade beam. • Perimeter Paving – replace failing pavement surrounding the ice surfaces. • Perimeter and Underground Drainage System – make improvements to drainage around the ice surfaces including under the concrete slabs were required. Address areas that the concrete rink floors have settled. • Padding and Fence System. Replace fencing and padding system around the perimeter of the oval.

The total project costs are approximately $3,980,000.

We understand that other desired improvements such as the renovation of the Banquet Facility and Rooftops, lobby/mechanical room roof replacement and the bathroom remodel are not part of this project due to funding limitations.

The City has interviewed general contractors through Sourcewell, a Minnesota based company that provides cooperative purchasing programs, that will team with the selected engineering design firm for a design-build approach to this project. It is not yet known how a specialized ice rink contractor will be brought into the project either through the Sourcewell program by some method or competitively bid. For the base fee we have provided in this proposal, we have assumed this will be a design-build project with the

46 General Contractor or Construction Manager leading the team.

This project presents numerous challenges, all of which the B32 Engineering Group Team has extensive experience with such as: renovation and design of recreation and park facilities (in particular ice arenas and especially outdoor facilities); building expansion and renovation; code requirements for ammonia rooms; site and site drainage systems; renovation of existing mechanical systems and building components; routing of new piping systems; ammonia and related life safety concerns; enhanced controls and interfacing with building management system; maximizing the use of waste heat; geothermal technology applied to ice rinks; proper system design, and flowrates for high performance outdoor ice rink floors and speed skating ovals.

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WORK PLAN / SCOPE OF SERVICES

Using a proven, well-defined, step-by-step approach, we will work closely with the City of Roseville, facility personnel and other stakeholders throughout the duration of the project.

The B32 Engineering Group Team will be led by Mr. Scott Ward who has extensive knowledge in ice arena facilities; ice system design, project development, funding applications, and the design and construction processes and is very familiar with the Guidant John Rose Minnesota Oval facility. B32 understands the value in partnering with experts in the field and is therefore is teaming with 292 Design Group for architectural and Nelson Rudie Associates for HVAC, plumbing and electrical systems. Both firms have extensive ice arena facility design experience.

All meetings and discussions will be documented, and meeting minutes will be distributed in a timely manner. We will provide a project schedule that meets the City’s goals for the project. The Proposed Work Plan for the design and construction phases of the project is presented in this section.

To maximize the productivity of our first meeting, our team will review the following:

Items to be reviewed by team before first site visit:

• Building system maintenance and observation records • Record plans • Shop drawings • Utility records • Utility rebate programs • History of improvements • Repair logs and records • Soils information and any other information provided to us

This work will be completed over a 1-day period and will include the step-by-step approach outlined below.

STEP 1: Preliminary Walk-through of the Facility The B32 Engineering Group Team is already very familiar with the facility but would like to walk through the facility again prior to our first meeting.

STEP 2: Project Kick-off Meeting (DESIGN MEETING 1) Introductory meeting with the City of Roseville, facility personnel, the Design-build team and other stakeholders to discuss the following:

• Introduction of all stakeholders and B32 Engineering Group team members • Project goals • List of desired improvements and scope of project • Project schedule.

STEP 3: Introductory Discussion of Improvements During this step, we will discuss the improvements in detail.

Ice System Improvement discussion items include: • Refrigeration Plant * Rebuild options for existing 3 Vilter screw compressors * New Vilter Vision 20/20 Controller options * Evaluate enhanced controls including floating head control, etc. • Flooded Chiller * Evaluate the condition of the chiller tubes * Retube option * Total replacement • Evaporative Condenser and Pumps * Replacement options for condenser and two pumps. * Evaluate connection with existing geothermal system. * Evaluate adding VFD to fan motor • Chemical Treatment System * Discuss if needs to be replaced. Only a few years old • Electrical Power and Controls * Replace compressor 1 and 3 motor starters. * Replacement options for ammonia detection system. • Brine Pumping Systems * Evaluate condition of existing brine. * Evaluate options for cleaning the brine. * Evaluate replacing the brine. * Evaluate better options for filtering the brine. * Evaluate changing to ethylene glycol. * Brine replacement options • Concrete Refrigerated Rink Floors * Evaluate solutions for heaving and settling in slabs * Expansion joint replacement options * Installation of an insulated grade beam on exterior perimeter * Spot replacement of insulation at expansion joints. • Perimeter Paving * Evaluate need for replacement to improve drainage • Perimeter and Underground Drainage System * Televise piping systems that have heaved and moved. * Reconstruct areas as needed. * Improve rink floor underdrain system to improve drainage • Padding and Fence System * Study improvements to the fence, some heaving has occurred. * Evaluate new crash padding systems * Evaluate hockey net screening system. • Other: * Review other systems related to the above work including electrical, mechanical, architectural and site. • Life Safety Systems: * Life safety systems will be reviewed and evaluated with each system

49 STEP 4: Discussion Delivery Options We understand this project to be a design-build project. We have been involved in projects that have used all of these delivery methods and can thoroughly and accurately discuss the advantages and disadvantages of each method as it specifically applies to ice system renovation projects if desired. • Design-Build (Proposal is based on this approach) • Option 1 - Design-Bid-Build (traditional approach) • Construction Management • Performance Contracting or Comprehensive Solution models

STEP 7: Completion of In-depth Field Investigation After completing a thorough discussion on the existing facility and its systems as well as, initial discussions on desired improvements, we will complete a field investigation of the existing facilities by each discipline and specialty required for scope of project, which may include any or all of the following: • Site • Building Systems • Ice System • Mechanical (HVAC and plumbing) • Electrical

STEP 8: Interviews of Facility Personnel No one knows the facility and systems better than those who operate and maintain them. The unique design, character, and age of each ice arena facility make this information even more valuable in completing a comprehensive study. Even though B32 knows your facility very well, we never stop learning. These interviews or discussions may be informal and take place over a period of time either in person, telephone or through electronic communications. Potential interviewees include: • Facility manager(s) • Equipment operation and maintenance staff • City of Roseville design or engineering staff • Outside service contractor (if it makes sense), etc.

50 We would be excited to organize and guide the City of Roseville, facility personnel, the Design-build team, and other interested stakeholders on a tour of any number of the B32 Engineering Groups Team’s local successful ice system replacement or ice rink projects including many local ammonia-based ice rink projects. This will provide you with the opportunity to see ice systems in operation and get feedback from facility staff.

A list of potential projects to tour will be provided to you upon the start of the project.

With the collection of material and information complete a thorough process of analyzing and evaluating the information on the existing facility and proposed new systems will be performed. STEP 1: Analysis and Evaluation of Existing Facility, Systems and Alternatives During this step, the B32 Engineering Group Team will: • Evaluate improvement and replacement options for the refrigeration system. • Option 2 - study the connection of the waste heat recovery system from the oval to the existing geothermal system that serves the indoor rink and potentially heats the adjacent municipal buildings. • Evaluate improvement options for the concrete refrigerated rink floor. • Evaluate improvements to the site including pavements, drainage around the perimeter of the oval, drainage on the interior of the oval, drainage underneath the concrete refrigeration rink floors, etc. • Evaluate options for improvements to the existing fence surrounding the oval and for a new crash padding system. • Confirm the existing facility’s ability to support the systems. • Evaluate options on typical energy use, cost, and life safety. • Evaluate impacts such as safety and environmental considerations and product quality. • Meet with the City and the Design-Build team to discuss our findings in detail.

51

After acceptance of the Program Develop/Scope Confirmation Phase by the City, we will continue into the design phase. The stated compensation in this proposal is based on one design-build package.

STEP 1: Preliminary Design Phase With a defined scope, we will prepare preliminary design phase documents: • Prepare Preliminary drawings for all systems and improvements. • Review procurement and Division 1 documents prepared by the General Contractor. Under Option 1 – Design-Bid-Build approach, B32 will generate these documents. • Prepare opinion of probable construction costs. • Update project schedule. • Meet with the City and the Design-Build team to review the drawings, schedule and opinion of probable construction cost. • Revise preliminary design phase documents, opinion of probable construction cost after meeting with the City of Roseville and the Design-Build Team. • Attend meetings, as necessary. Step 2: Final Design Phase After acceptance by the City of Roseville of the Preliminary Design Phase Documents we will: • Develop specifications for improvements. • Prepare final procurement and City documents. • Provide a final opinion of probable construction costs. • Update project schedule. • Meet with the City of Roseville and the Design-Build team to review the final plans, project schedule and estimate of probable construction costs. • Revise bidding documents according to comments by the City • Provide final plans, specifications, and opinion of probable construction. • Complete documents to approximately 85%. • Option 1 – Design-Bid-Build approach – complete documents to 100%.

Step 3: Advertise for Bids (OPTION 1 – DESIGN-BID- BUILD APPROACH ONLY) • Optional Design-Bid-Build approach: Prepare advertisement for bid for the City to review and to provide to legal news publication and other trade magazines.

Step 4: Bidding Phase (OPTION 1 – DESIGN-BID-BUILD APPROACH ONLY) During this step we will: • Provide recommendation on bidding and award schedule. • Provide three (3) copies of the bid documents to the City of Roseville for the City’s use. • Provide three (3) copies of the bid documents to the City of Roseville for permit review. • Distribute copies of bid documents to the contractors. • Answer questions from contractors, suppliers, and the City during the bid opening and record bid results. • Attend pre-bid meeting and bid opening. • Review the bid results and recommend award of construction contract. • Prepare construction contracts for review by the City.

52 Proper installation of the ice system (refrigeration, ice rink floor, crash padding system) and related building, mechanical and electrical systems plays a significant role in the economic and social success of the facility. Experienced ice arena specialists provide a higher level of confidence that the installation has been done right and the final product has been constructed as the design intended. We will provide the construction administration phase services necessary to monitor and document the construction of the project for the City and to help assure the project is very successful. There are numerous variables that will determine the number of inspections for the project including the scope of the project experience level and performance of the contractor. An outline of the construction phase services we will provide by our team and presented below. • Pre-construction Conference – To discuss the project requirements, expectations, communication, schedule, testing procedures, submittals, inspections, payment estimates and change order procedures. • Progress Meetings - Coordinate and attend regular progress meetings. • Site Visits – The B32 Engineering Team will visit the site during the key construction activities. Outlined below examples of some of the more important milestones for the ice system and building addition: * Demolition and exposure of existing conditions. * Subgrade preparation of new transmission mains or drainage systems if needed. * Drainage improvements – Observe and review existing conditions once exposed, observe subgrade for new piping systems and backfilling procedures. * Pavement improvements – Observe subgrade preparation for new pavements and installation of new pavements. * Refrigerated concrete rink floor improvements – Observe and review existing conditions once exposed. Observe improvement work to existing slabs and expansion joints. * New concrete work if needed - Check final installation of reinforcement, expansion joint, and discuss bench mark location. * Refrigeration equipment inspection - Observe installation of refrigeration equipment, piping, controls, and other systems within the mechanical room. Check equipment and piping clearances, piping supports, material conformance, etc. * Building system installation including modifications to walls to remove and install equipment, removal and replacement of slabs, floors, etc. * Mechanical and electrical system installations. * Final inspection/equipment start-up - Perform a final walk through of the systems generating a list of items (punch list) to be completed. Review start up and shut down procedures. Review Operation and Maintenance manuals provided by the contractor. • Contract Administration - We will also provide shop drawing review of equipment and materials used on the project. We will perform construction administration tasks such as reviewing and processing pay requests, change orders and documenting the project’s progress. We will provide the City with a Field Observation report for each site visit.

53 PROJECT SCHEDULE

Our team has extensive experience in working closely with clients to evaluate and identify renovation and improvement solutions for existing ice arenas and ice systems. We have the very rare and unique experience with outdoor skating facilities and speedskating ovals.

We understand the City would like to complete construction of this work between May and October 2022. This would mean design needs to get started as soon as possible.

We can provide a detailed project schedule that meets the City’s goals and needs during our initial design meeting with the City and after gathering additional information about the desired timeline from the City.

54 PROPOSED COST

The B32 Engineering Group Team can provide the services described in this proposal to the City of Roseville for the following fee compensation. We understand that a total construction budget has not yet been defined for this project.

2211 O’Neil Road Hudson, Wisconsin 54016 Professional Fee: 1. Design-Build Approach & Construction Phase Services (Tasks A-D, E1-2,F): $171,600 Contact 2. Option 1 (Add to Item 1 fee) – Design-Bid-Build Approach to competitively Scott Ward, P.E. bid the ice system improvements (Tasks A-F): $92,300 Principal, President Phone: 651.256.3090 3. Option 2 (Add to Item 1 fee) Study connecting the waste heat from the Mobile: 651.492.1376 oval refrigeration system to the existing geothermal system that serves [email protected] the indoor ice rink (Task D1). This does not include design services: $9,850 www.b32eng.com

• FEE – All fees are lump sum. • EXPENSES - Reimbursable expenses will be invoiced in addition to the fixed fee services and in accordance with our standard fee schedule. • Taxes not included in fee. • PAYMENTS – All payments due to B32 Engineering Group, Inc. shall be made within 30 days after receipt of invoice. Services will be invoiced once per month. Finance charges will be applied to all payments not received within 30-days of invoicing. B32 shall have the right to suspend work on the project upon invoice past due more than sixty (60) days from presentation, unless or until B32 Engineering Group Inc. is satisfied that payment is forthcoming. • ADDITIONAL SERVICES – Additional Services, if authorized in advance, will be billed in accordance with our standard fee schedule. • FEE SCHEDULE – The hourly rate and reimbursable expenses schedules are valid through December 31, 2020. Any services furnished after December 31, 2020 will be charged in accordance with our 2021 fee schedule. We will not increase any item on the fee schedule by more than 5% for work performed in 2021 and 2022. The fixed fee will not change. • QUALIFICATIONS – The proposed construction administration fee is based on the City hiring an experienced ice rink contractor meeting the qualifications of B32 standard Section 131811 – Ice Rink General Requirements and in general states that the contractor must have successfully completed five (5) similar ice rinks in the past five (5) years. The base fee is based on a design-build approach and B32 approving the selection of the ice rink contractor. • FACILITY TOURS (Task C): B32 Engineering Group, Inc. will not charge the City of Roseville for time, expenses, or any other costs incurred by members of the B32 Engineering Group Team for activities in Task C – Tour of other facilities.

55 Assumptions: This proposal is based on the following assumptions. • GETTING STARTED - Prior to starting the work,B32 Engineering Group will be provided with full information regarding the City’s requirements including any special or extraordinary considerations for the Project or special services needed and will be provided with all pertinent existing data. • INFORMATION - B32 will be relying on CAD files and topographic surveys completed and prepared by others. B32 assumes no liability for the accuracy of such drawings or surveys. • EXCLUSIONS - In preparing this proposal, certain items have been excluded from the scope of services that may or may not be required. Should these services become necessary, B32 can provide them as Additional Services. The following services have been excluded from this proposal: * Permit applications. * Energy calculations. * Information for energy rebate applications. * City code review meetings. * Stormwater modeling, report and permits * Televising of existing drainage or sewer system lines and rink transmission mains * System or material testing or sampling (such as soil borings, sampling, density tests, chiller tubes, etc.) * Ground penetrating radar for underground utilities and utility locates. * Environmental reviews, reports or permits. * Commissioning of systems. * Record drawings; and * Project advocacy beyond the normal standard of care. • This document serves as record of the basic terms of our agreement. Upon approval of this proposal, we will prepare a draft copy of an EJCDC Standard Form Agreement Between Owner and Engineer which we propose as the final form of our agreement. • This proposal is based upon completion of our services by January 15, 2023.

56 Hourly Billable Rates Classification Range of Hourly Billable Rates* Principal Engineer / Architect / Project Manager $175 to $250 Project Engineer $110 to $195 Graduate Engineers / Designers $95 to 125 Technician / Inspector $70 to $110 Administrative $65 to $85 *Rates effective until December 31, 2021 Reimbursable Expense Schedule Reimbursable expenses are billed at 10% over cost and include, but are not limited to, the following: • Transportation cost at IRS allowable rate, including parking fees. • Project photography, postage, long-distance and mobile telephone calls, and facsimiles. • Materials required to assemble reports. • Other similar direct project-related expenditures. • Reproductions, plots, and standard form documents.

Item Size Black Color & White

8 1/2 x 11 $0.27 $1.04

Photocopies / Printing 8 1/2 x 14 $0.30 $1.22

11 x 17 $0.39 $2.03

22 x 34 $3.48 $6.20

Plots / Scans 24 x 36 $3.96 $6.82

28 x 42 $5.46 $7.35 + Binding plans sets $10.00 each (per set larger than 11x17)

Specification and Report Assembly $15.00 each (Binder, Cover)

Laminated Report Covers with $18.50 each Binder

57 24+ YEARS OF SPECIALTY EXPERIENCE

250+ 23 PROJECTS STATES P. 651.256.3090 2211 O’Neil Rd. Hudson, WI 54016