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HomeMy WebLinkAbout13.D.1. Joint Powers Agreement for US 169 Corridor Coalition /3. o. ) " CITY OF SHAKOPEE Memorandum CASE NO.: Not Applicable TO: Honorable Mayor and City Council Mark McNeill, City Adminsitrator FROM: R. Michael Leek, Community Development Director SUBJECT: Joint Powers Agreement for U.S. 169 Corridor Coalition (Coalition) MEETING DATE: February 3, 2009 INTRODUCTION: Council is asked to consider authorizing the appropriate city officials to execute the proposed joint powers agreement (JP A) for the Coalition. The identified corridor runs from Blue Earth County on the south to U.S. 169/I-694 on the north. DISCUSSION: Since an initial meeting last year intended to gauge interest in forming a corridor coalition, several city officials (the mayor, Councilors Lehman and Heitzman, Administrator McNeill, and other city staff) have been involved in developing a JP A for a coalition, a work plan for the coalition once formed, and a seed funding plan for the first year of operation. On January 22nd a second general meeting was held of interested entities. At that meeting it appeared that a sufficient number of counties, cities, towns and regional planning organizations (specifically Region 9) were interested in moving ahead with the formation of the Coalition. The draft lP A was circulated for consideration and adoption, and March 15th is the proposed deadline initially for approving and entering into the lP A. Attached for the Council's consideration is the final draft of the JP A. Some of the highlights include; . Each voting member of the Coalition would have one (1) vote; . The City would appoint an elected official to represent the City at the Coalition, and would appoint an alternate representative. The alternate representative would not have to be an elected official. . Later this year, the Coalition would develop by-laws, a budget and revised work plan for 2010, and a proposed dues structure. AL TERNA TIVES: 1. Offer and pass a motion directing the appropriate city officials to execute the proposed joint powers agreement for the U.S. 169 Corridor Coalition as presented. In the event that any changes are proposed to the lP A by other potential members, these changes will be brought to the City Council for consideration. 2. Table the item for additional information. ACTION REQUESTED: Offer and pass a motion directing the appropriate city officials to execute the proposed joint powers agreement for the U.S. 169 Corridor Coalition as presented. 64~ R. Michael Leek Community Development Director H:\CC\2009\02-03\US 169 JP A.doc 2 JOINT POWERS AGREEMENT ESTABLISHING THE U.S. HIGHWAY 169 CORRIDOR COALITION THIS AGREEMENT is entered into by and between the undersigned counties, cities, towns, and regional development commissions (hereinafter the "Parties") all being political subdivisions of the State of Minnesota, by and through their respective governing bodies pursuant to the authority contained in the Minn. Stat. S 471.59. WHEREAS, all of the Parties have land in, or are impacted by, the u.S. Highway 169 inter-regional corridor, extending from Hennepin County through Blue Earth County; and WHEREAS, the counties, cities, towns, and regional development commissions along the u.S. Highway 169 Corridor recognize that the corridor is experiencing issues regarding traffic congestion, safety, freight movement, transit and development related concerns; and WHEREAS, the Parties wish to collaboratively address these issues and concerns in order to protect, promote and enhance the safety of the public, economic development opportunities, and the quality of life of the people living, working and traveling the corridor; and WHEREAS, the mission statement of the coalition is as follows: Working together to enhance safety, reduce congestion and maximize economic development along the U.S. Highway 169 inter-regional corridor. NOW, THEREFORE, in consideration of the mutual promises and benefits that shall be derived, the Parties hereby enter into this joint powers agreement for the purposes herein. ARTICLE I. PURPOSE This Agreement has been executed by the Parties for the purpose of cooperatively and jointly providing an organized effort to address the issues and concerns generated by the growth within the U.S. Highway 169 Corridor, to facilitate traffic safety and mobility, to increase economic development and improve quality of life. Specifically, the Parties will form a joint powers board to (1) exercise leadership in the development of policies, programs and projects that will promote the mission described above; (2) enlist the assistance and cooperation of the private sector in achieving the mission; and (3) enlist the assistance and cooperation of the federal, state and regional agencies in achieving the mission. ARTICLE II. DEFINITIONS Governmental Unit: For purposes of this agreement, a governmental unitis a county, city, town, or regional development commission either in the u.S. Highway 169 corridor, or impacted by the u.S. Highway 169 corridor. Voting Member: A Voting Member shall be a dues-paying governmental unit either in the U.S. Highway 169 corridor, or impacted by the U.S. Highway 169 corridor. 1 Ex-Officio Member: Ex-Officio Members shall be non-dues paying governmental entities, such as but not limited to, Mn/DOT, community development agencies, Metropolitan Council (metropolitan planning organizations). Affiliate Member: Affiliate Members shall be any dues paying individuals, private businesses, organizations, local non-profit organizations, or other non-city, town or county organization that wish to support the Coalition's mission. Board: The 10int Powers Board of the U.S. Highway 169 Corridor Coalition, which shall consist of representatives from, and appointed by, each of the voting members. U.S. Highway 169 Corridor Coalition: The geographical boundaries of the Coalition are from and including Blue Earth County to the south to Interstate 94/694 to the north. Representative: An elected official of a county, city or town, the administrator of a regional development commission, or an appointed alternate, of a Voting Member, ARTICLE III. JOINT POWERS BOARD A. Creation and Composition of the 10int Powers Board. A joint powers board, known as the u.s. Highway 169 Corridor Coalition Board of Directors, is hereby established for the purposes contained herein with the powers and duties set forth in this Agreement. The Board shall be a public entity separate from the Parties and shall not be deemed to be an agent or partner of the Parties to this Agreement, or any grantee, nor shall the Parties be liable for the actions of the Board or any grantee. The governing body of each Voting Member shall appoint, by resolution, one (1) representative to the U.S. Highway 169 Coalition, together with one (1) alternate. In the absence of an appointed representative at a meeting, an appointed alternate representative may exercise the voting rights of the Voting Member. This Agreement shall be effective, and the joint powers board established herein may commence exercising the powers and authorities in this Agreement, on the day that the Agreement has been approved by resolution and duly executed by at least ten (10) of the governmental units, as described in Article II, and shall continue until terminated or dissolved as provided herein. The governmental units that have entered into this Agreement shall individually and collectively be referred to as the "Parties". B. Voting. Each governmental unit shall be entitled to one (1) vote. The U.S. Highway 169 Coalition shall function by a majority vote of the representatives present. A quorum of the Board shall be at least sixty (60%) of the Voting Members. 2 ARTICLE IV. DUTIES OF THE BOARD The Board shall have the responsibility to: A. Provide an organized effort to prepare and advance the inter-regional plan for the u.s. Highway 169 corridor to facilitate traffic flow and capacity on u.s. Highway 169 in its region. B. To seek passage of legislation by local, state, and federal governments to enhance the movement of people and goods and relieve congestion in the u.s. Highway 169 corridor c. To cooperate with federal, state and regional entities to advance such an inter- regional plan. D. To research and recommend funding strategies and seek legislation to enhance the movement of people and goods and relieve congestion in the u.s. Highway 169 corridor; to create alternatives to traveling on u.s. Highway 169, and to increase and improve the transportation of people and goods in the u.s. Highway 169 corridor. E. To research travel demand management strategies and ordinances, develop model ordinances and recommend joint action on such strategies and ordinances by the members. F. To cooperate with state and federal agencies in the development of transit operations plans that impact the u.s. Highway 169 corridor. G. To monitor land use development, traffic volumes and travel characteristics in the u.s. Highway 169 corridor. H. To research and make recommendations to the members regarding other matters related to the U.S. Highway 169 Corridor Coalition's purpose. 1. To provide for such public participation in the conduct of its activities as will promote understanding of its activities among the public and local governmental units affected by the activities and the informal resolution of disputes or complaints. ARTICLE V. POWERS OF THE BOARD A. The Board may enter into any contract necessary or proper for the exercise of its powers or the fulfillment of its duties and enforce such contracts to the extent available in equity or at law. The Chair or Vice Chair may approve any contract relating to its administration up to $10,000. Any contract in excess of $10,000 must be approved by the Board. 3 . B. No payment of any invoice for services performed by a consultant or any other person or organization providing services in connection with this Agreement shall be authorized unless approved by the Chair (as hereinafter defined) or such officer designated by the Board or By-laws to approve such payments. c. The Board may employ agents and employees, and fix their compensation and all other terms and conditions of employment. D. The Board shall adopt such by-laws necessary or desirable for the conduct of its business. Such by-laws shall be consistent with this Agreement and any applicable laws or regulations. E. The Board may apply for and accept gifts, grants or loans of money, other property or assistance from the United States Government, the State of Minnesota, or any person, association or agency, including its Members, for any of its purposes; enter into any agreement in connection therewith; and hold, use and dispose of such money, other property to the parties and assistance in accordance with the terms of the gift, grant or loan, the terms of this Agreement, and any applicable public policy or law. F. The Board may sue and be sued in its own name, purchase insurance as is deemed advisable and may otherwise take action to enforce its rights in equity or in law. G. The Board may incur liabilities or obligations in accordance with the provisions of this Agreement. H. The Board may exercise all other powers necessary and incidental to the implementation of the purposes and powers set forth in this Agreement. ARTICLE VI. OFFICERS AND STRUCTURE OF THE JOINT POWERS BOARD A. Terms. Each Voting Member's representative and alternate shall be appointed for a two- year (2) term, except that the terms of the initial Voting Members shall extend from the date of their appointment through December 31, 2010. In the event that any Voting Member's representative or alternate shall not have been appointed by its governing board prior to expiration of the representative's term, the incumbent representative shall serve until a successor has been appointed. B. Vacancies. If the appointment of any representative or alternate is vacated before the end of the term, the vacancy shall be filled by appointment by the appropriate Voting Member's governing body. Vacancies shall be filled within thirty (30) days of their occurrence. A vacancy shall be deemed to have occurred when any of the conditions 4 specified in Minn. Stat. S 351.02 exist or if a representative fails to qualify or act as a county commissioner, city councilor town board member, or regional development commission administrator. C. Chair and Vice-chair. The U.S. Highway 169 Corridor Coalition shall elect a chair and a vice-chair from its voting membership for one-year (1) terms. The chair shall preside at all meetings of the U.S. Highway 169 Corridor Coalition and shall perform other duties and functions as may be determined by the u.S. Highway 169 Corridor Coalition. The vice-chair shall preside over and act for the U.S. Highway 169 Corridor Coalition during the absence of the chair. D. Secretary. The u.S. Highway 169 Corridor Coalition shall elect a secretary from its voting membership for a one-year (1) term. The secretary shall prepare and circulate meeting notices and agendas, and shall submit all minutes of U.S. Highway 169 Corridor Coalition meetings for approval by the Board. E. Treasurer. The U.S. Highway 169 Corridor Coalition shall elect a treasurer from its voting membership for a one-year (1) term. The treasurer shall assist the chair in overseeing the budget and finances of the U.S. Highway 169 Corridor Coalition. F. Meetings. The U.S. Highway 169 Corridor Coalition shall have meetings at such times and dates as the Board shall determine and establish in its By-laws. Special meetings may be held on reasonable notice by the chair or by a majority of the Board. The U.S. Highway 169 Corridor Coalition shall be subject to the requirements of the Open Meeting Law, Minn. Stat. Chap. 13D. G. Committees. The Board may establish committees and set forth establishment and governing rules in its By-laws, as may be necessary. It is not required that persons appointed to committees be Voting Members or representatives of governmental units H. Staff. Voting Members may be requested to provide staff to provide technical and other types of input as needed. Legal services shall be provided by and rotated among the counties on an annual basis as needed by the US Highway 169 Corridor Coalition, and in accordance with law. 5 ARTICLE VII. ANNUAL ADMINISTRATIVE BUDGET AND FUNDING A. Budget. On or before July 1 st of each year, the Board shall adopt a general administrative budget for the ensuing year and decide upon the total amount necessary for the general fund. The Treasurer of the Board shall certify the budget on or before September 1 st to the clerk of the each Voting Member governmental unit and Affiliate Member, together with a statement of the proportion of the budget to be contributed by each Voting Member and Affiliate Member as annual dues. The fiscal year shall be the same as a calendar year. B. Funding. Each Voting Member agrees to contribute annual dues to a general fund of the u.s. Highway 169 Corridor Coalition, said fund to be used for general administration purposes, including, but not limited to, contracts for services and goods, salaries, supplies, carrying out the purposes of this Agreement, insurance and bonds. The annual dues to be contributed by each Voting Member shall be determined in accordance with a funding formula approved by the Board and shall be paid by lanuary 1 st of each year. Each Affiliate Member agrees to contribute annual dues to a general fund of the u.s. Highway 169 Corridor Coalition, for the purposes stated above, in accordance with a funding formula approved by the Board and shall be paid by lanuary 1 st of each year. C. Expenditure Policy. The U.S. Highway 169 Corridor Coalition funds may be expended by the Board in accordance with this Agreement and in a manner determined by the Board. In no event shall there be a disbursement of U.s. Highway 169 Corridor Coalition funds without the signature of at least two (2) of the designated authorized signatories. D. Fiscal Agent. The Board may contract with one of the Voting Members to provide any and all budgeting and accounting services necessary or convenient for the Board's administrative budget. Such services may include, but are not limited to: management of all funds, including member contributions and grant monies, payment for contracted services, and relevant bookkeeping and recordkeeping. 6 E. Accountability. All funds shall be accounted for according to generally accepted accounting principles. A report on all receipts and disbursements shall be forwarded to the Board on a quarterly basis by the Treasurer. The members have, at any time, the authority to request and receive reports pertaining to any and all budgeting and accounting services. All interest earned from established Board funds shall be credited back to that same fund. ARTICLE VIII. NON-VOTING MEMBERS The U.S. Highway 169 Corridor Coalition may designate entities and individuals, as stated in Section II, with an interest in the u.s. Highway 169 corridor as non-voting member with the powers and responsibilities set forth as follows: A. Ex-Officio Members. Ex-Officio Members may participate in discussions of the U.S. Highway 169 Corridor Coalition but may not vote. Voting Members may nominate an Ex-Officio Member who must be approved by a majority vote of the Board. The U.S. Highway 169 Corridor Coalition may establish such further rules for Ex-Officio Members as is deems fit and proper, including notice requirements and terms of withdrawal, that are not inconsistent with this Agreement. Ex-Officio Members are not required to pay dues. B. Affiliate Members. Affiliate Members may participate in discussions of the U.S. Highway 169 Corridor Coalition but may not vote. An Affiliate Member must be approved by a majority vote of the Board. The U.S. Highway 169 Corridor Coalition may establish such further rules for Affiliate Members as is deems fit and proper, including notice requirements and terms of withdrawal, that are not inconsistent with this Agreement. Affiliate Members are required to pay dues as set forth by the Board. A withdrawing Affiliate Member shall be responsible for payment of its annual dues for the year in which it withdraws, and shall not be entitled to any refund from the u.S. Highway 169 Corridor Coalition. ARTICLE IX. WITHDRAWAL OF VOTING MEMBERS Any Voting Member may withdraw from this Agreement upon giving six (6) months' written notice to the Board. Notice shall be effective upon delivery to the Chair of the Board of a certified copy of a resolution of the Voting Member's governing body indicating its intent to withdraw from this Agreement. Upon receipt of the resolution, the Chair of the Board shall forward a copy of the resolution to each of the Voting Members. In the event of withdrawal by any Voting Member, this Agreement shall remain in full force and effect as to all remaining V oting Members. 7 The Voting Member's representatives may vote on all other matters until the effective date of withdrawal. Withdrawal shall not act to discharge the withdrawing Voting Member from any liability incurred or chargeable to the withdrawing Voting Member before the effective date of withdrawal. Such liability shall continue until appropriately discharged by law or agreement. The withdrawing Voting Member shall be responsible for payment of its annual dues for the year in which it withdraws, and shall not be entitled to any refund from the U.S. Highway 169 Corridor Coalition. ARTICLE X. TERMINATION This Agreement shall terminate upon the occurrence of anyone of the following events: 1. When necessitated by operation of law or as a result of a decision by a court of competent jurisdiction; or 2. When 2/3 of the Voting Members agree, by written agreement, to dissolve the U.S. Highway 169 Corridor Coalition and all obligations ofthe Board shall have been paid or otherwise discharged in full. Termination shall not discharge any liability incurred by the Board or by the Voting Members during the term of this Agreement. Upon termination or dissolution, all property of the U.S. Highway 169 Corridor Coalition shall be sold and the proceeds, together with monies on hand, shall be distributed to the Voting Members and Affiliate Members in proportion to their annual dues required and paid by the last annual budget or as agreed to by the Board to further the purposes of this Agreement. The Board shall approve a final report of its activities and affairs on the expiration of thirty (30) days and there from, shall cease to exist. ARTICLE XI. NOTICES For purposes of delivery of any notices to the Parties hereunder, the notice shall be effective if delivered in writing to the designated Clerk or Administrator of each Party and V oting Member. A listing of the name and address of each Clerk or Administrator shall be maintained by the Secretary. ARTICLE XII. INDEMNIFICATION/LIABILITY A. Applicability. The U.S. Highway 169 Corridor Coalition shall be considered a separate and distinct public entity to which the Parties have transferred all responsibility and control for actions taken pursuant to this Agreement. U.S. Highway 169 Corridor Coalition shall comply with all laws and rules that govern a public entity in the State of Minnesota and shall be entitled to the protections of Minn. Stat. Chap. 466. 8 B. Indemnification and Hold Harmless. The U.S. Highway 169 Corridor Coalition shall fully defend, indemnify and hold harmless the Parties and members against all claims, losses, liability, suits, judgments, cost and expenses by reason ofthe action or inactions of the Board and/or employees and/or the agents of the U.S. Highway 169 Corridor Coalition, except for any act or omission for which the Party's employee is guilty of malfeasance, willful neglect of duty or bad faith. This Agreement to indemnify and hold harmless does not constitute a waiver by the u.s. Highway 169 Corridor Coalition, any member or any participant of the limitations on liability provided under Minn. Stat. ~466.04. To the full extent permitted by law, actions by the Parties pursuant to this Agreement are intended to be and shall be construed as a "cooperative activity" and it is the intent of the Parties that they shall be deemed a "single governmental unit" for the purposes ofliability, all as set forth in Minn. Stat. ~471.59, subd. 1a(a); provide further that for purposes of that statute, each Party to this Agreement expressly declines responsibility for the acts or omissions of the other Parties . The Parties to this agreement are not liable for the acts or omissions of the other participants to this Agreement except to the extent to which they have agreed in writing to be responsible for acts or omissions of the other Parties. Each Party acknowledges and agrees that it is insured or self-insured consistent with the limits established in Minnesota State Statute. Each Party agrees to promptly notify all Parties if it becomes aware of any potential Board related claim( s) or facts giving rise to such claims. ARTICLE XIII. DATA PRIVACY The Parties agree to abide by all applicable federal and state laws and regulations concerning the handling and disclosure of private and confidential information concerning individuals and/or data, including but not limited to, information made non-public by such laws or regulations. All contracts entered into by the u.s. Highway 169 Corridor Coalition shall contain a provision which requires the vendor to comply with and defend and indemnify the Parties for a violation of this provision. ARTICLE XlV. GOVERNING LAW The laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations and performance obligations between the Parties herein. The appropriate venue and jurisdiction for any litigation hereunder shall be those courts located within the State of Minnesota. Litigation, however, in the federal courts involving Parties herein shall be in the appropriate federal court within the State of Minnesota. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall not be affected. 9 ARTICLE XV. MISCELLANEOUS A. Amendments. This Agreement may be amended only by unanimous agreement of the Parties as evidenced by resolutions adopted by their respective governing bodies. B. Records. Accounts and Reports. The Board shall establish and maintain such funds and accounts as may be required by good accounting practices. The books and records of the Board shall be subject to the provisions of Minn. Stat. Chap. 13, the Minnesota Government Data Practices Act, related Minnesota Rules, and Minn. Stat. ~ 16C.05, subd. 5. The Board, within one hundred and twenty (120) days after the close of each fiscal year, which shall be January 1 to December 31, shall give a complete written report of all financial activities for such fiscal year to the members. c. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. D. Severability. The provisions of this Agreement are severable. If any paragraph, section, subdivision, sentence, clause, or phrase of the Agreement is for any reason held to be contrary to law, or contrary to any rule or regulation having the force and effect of law, such decision shall not affect the remaining portions of this Agreement. The laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations and performance obligations between the parties herein. E. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior written or oral agreements relating to the formation of the Board. F. Dispute Resolution. Disputes between the members may be addressed by any means agreed upon by them, and may include the procedures set forth at Minn. Stat. S 103B.345. G. Legal Counsel for the Parties. Each Party shall provide its own legal counsel. 10 H. Non-discrimination - Affirmative Action. In accordance with federal, state and local laws, rules and ordinances, no person shall be excluded from full employment rights with, participation in, or the benefits of any program, service, or activity ofthe U.S. Highway 169 Corridor Coalition on the grounds of race, color, creed, religion, age, sex, disability, marital status, affectional/sexual preference, public assistance status, ex-offender status, or national origin. Nor shall any person who is protected by applicable Federal or State laws, rules or regulations against discrimination be otherwise subjected to discrimination. ARTICLE XVI. EFFECTIVE DATE This Agreement shall be effective after all Parties file a certified copy of a resolution approving the Agreement and upon execution of this Agreement by all Parties. Each Party shall file the resolution and signed Agreement with the Clerk of the Board of Scott County, Minnesota, who shall notify the Parties in writing when all Parties have done so. IN WITNESS WHEREOF, the undersigned government units, by action of their Governing Bodies, have caused this Joint Powers Agreement to be executed in accordance with authority of Minn. Stat. ~ 471.59. COUNTY OF SCOTT Date: , 2009 10n Ulrich, Chair Scott County Board of Commissioners Attested to: Date: ,2009 Gary Shelton Interim County Administrator Approved as to form: Date: , 2009 Susan K. McNellis Assistant County Attorney 11