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Home My WebLink About4.b. Approval of JPA for OTB(s)EXECUTIVE SUMMARY Port Authority Date: February 17, 2015 AGENDA ITEM :Joint Powers Agreementwith Dakota AGENDA SECTION: County CDA for Open To Business OldBusiness Program PREPARED BY: AGENDA NO. KimLindquist, Deputy Director4.b. ATTACHMENTS: JPA Agreement; MCCD Contract for APPROVED BY: Services, 2013-14 OTB report ddj RECOMMENDED ACTION: Motion to Approve Joint Powers Agreementwith the Dakota County CDA. ISSUE The Open to Business program, in connection with the CDA, was initiated in early 2013 with the various communities in Dakota County. The Port Authority is being asked to approve the Joint Powers Agreement for 2015 which ties the program to the various participants, in total 11. As in 2013, the City is being asked to fund $5000 for access to the program with the same amount paid by the is paying half o fee. th Currently, Laurie Crow comes to Rosemount City Hall on the 4 Wednesday of every month from 1:00-3:00pm. She also provided a presentation on the program at the Business Appreciation Lunch in 2013. If the group is interested, staff could invite Laurie to attend a future Port Authority meeting to review what she is seeing in the local market. RECOMMENDATION Motion to approve the JPA. JOINT POWERS AGREEMENT Open to Business Program Agreement January 1, 2015, by and between the DAKOTA COUNTY COMMUNITY DEVELOPMENT AGENCY (the CDA organized and existing under the laws of the State of State , and each of the CITY OF BURNSVILLE, CITY OF LAKEVILLE, CITY OF MENDOTA HEIGHTS, INVER GROVE HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY, APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY, EAGAN ECONOMIC DEVELOPMENT AUTHORITY, HASTINGS ECONOMIC DEVELOPMENT AND REDEVELOPMENT AUTHORITY, ROSEMOUNT PORT AUTHORITY, FARMINGTON ECONOMIC DEVELOPMENT AUTHORITY, SOUTH ST. PAUL HOUSING AND REDEVELOPMENT AUTHORITY AND WEST ST. PAUL ECONOMIC DEVELOPMENT AUTHORITY, MINNESOTA (each individually a and together the ), each a political subdivision of the State. RECITALS: A.In order to pursue common goals of fostering economic development, the CDA and the Local Government Entity Cities desire to engage the Metropolitan Consortium of Community MCCD Developers, a Minnesota non-profit corporation ProgramCounty . B.Pursuant to the Program, MCCD will provide technical assistance and access to capital to small business and potential entrepreneurs in the County. C. The CDA and the Local Government Entities propose to jointly exercise their common economic development powers to undertake the Program. NOW, THEREFORE, in consideration of the mutual covenants and obligations of the CDA and each of the Local Government Entities, each party does hereby represent, covenant and agree with the others as follows: Representations Section 1. . Each of the Local Government Entities and the CDA makes the following representations as to itself as the basis for the undertaking on its part herein contained: (a) It is a political subdivision of the State of Minnesota with the power to enter into this Agreement and carry out its obligations hereunder. Joint Powers Agreement (b) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which it is now a party or by which it is bound, or constitutes an event of default under any of the foregoing. Powers to be Exercised Section 2. . The powers to be jointly exercised pursuant to this Agreement are the powers of the CDA and the Local Government Entities under Minnesota Statutes, Chapter 469, to undertake activities to promote economic development within their respective jurisdictions. Method for Exercising Common Powers; Funds. Section 3. The CDA, on its own behalf and on behalf of the Local Government Entities, will initially enter into an agreement with Agreement MCCD in substantially the form attached hereto as Exhibit A MCCD to operate the Program within Dakota County. The CDA and each of the Local Government Entities will make payments to MCCD as described in Exhibit A of the Agreement. The CDA may from time to time execute and deliver documents amending, modifying or extending the Agreement as it deems necessary or convenient, provided, that no such document will adversely affect services provided to, or amounts payable by, any Local Government Entity without the prior written consent of such Local Government Entity. Limited Liability Section 4. . Neither the CDA nor the any of the Local Government Entities shall be liable for the acts or omissions of the other in connection with the activities to be undertaken pursuant to this Agreement. To the extent permitted by law, (a) the CDA hereby indemnifies the Local Government Entities for costs associated with claims made against the Local Government Entities directly relating to actions taken by the CDA, and (b) each Local Government Entity hereby indemnifies the CDA for costs associated with claims made against the CDA directly relating to actions taken by such Local Government Entity. Nothing herein shall be deemed a waiver by the indemnifying party of the limits on liability set forth in Minnesota Statutes, Chapter 466; and the indemnifying party shall not be required to pay, on behalf of the indemnified party, any amounts in excess of the limits on liability set forth in Minnesota Statutes, Section 466.04, less any amounts the indemnifying party is required to pay on behalf of itself, its officers, agents and employees for claims arising out of the same occurrence. Conflict of Interests; Representatives Not Individually Liable Section 5. . The CDA and each of the Local Government Entities, to the best of its knowledge, represents and agrees that no member, official or employee of their respective bodies shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association in which he or she is directly or indirectly interested. No member, official or employee of the CDA or any Local Government Entity shall be personally liable with respect to any default or breach by any of them or for any amount which may become due to the other party or successor or on any obligations under the terms of this Agreement. 2 Joint Powers Agreement 9298589v1 Term; Distribution of Property Section 6. . The term of this Agreement shall expire on December 31, 2015. There is no property which will be acquired by the CDA or any Local Government Entity pursuant to the Program which would need to be distributed at the end of the term hereof. Notices and Demands Section 7. . A notice, demand or other communication under this Agreement by any party to another shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested or delivered personally to the person and at the addresses identified on each signature page hereto, or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section. Counterparts Section 8. . This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. \[Remainder of page intentionally left blank\] 3 Joint Powers Agreement 9298589v1 IN WITNESS WHEREOF, the CDA and the Local Government Entities have caused this Agreement to be duly executed in their respective names and behalf as of the date first above written, with actual execution on the dates set forth below. DAKOTA COUNTY COMMUNITY DEVELOPMENT AGENCY Dated:_____________________ By _______________________________ Its Executive Director Notice Address: Dakota County Community Development Agency 1228 Town Centre Drive Eagan, MN 55123 Attn: Andrea Brennan, Director of Community and Economic Development S - 1 Joint Powers Agreement EAGAN ECONOMIC DEVELOPMENT AUTHORITY Dated: ________________ By _________________________________ Its ________________________________ By _________________________________ Its ________________________________ Notice Address: 3830 Pilot Knob Road Eagan, MN 55122 Attn: ______________________________ S - 2 Joint Powers Agreement CITY OF BURNSVILLE, MINNESOTA Dated: _______________ By _________________________________ Its City Manager By _________________________________ Its ________________________________ Notice Address: 100 Civic Center Parkway Burnsville, MN 55337 Attn: City Manager S - 3 Joint Powers Agreement CITY OF LAKEVILLE, MINNESOTA Dated: __________________ By _________________________________ Its Mayor By _________________________________ Its City Clerk Notice Address: 20195 Holyoke Avenue Lakeville, MN 55044 Attn: Community and Economic Development Director S - 4 Joint Powers Agreement CITY OF MENDOTA HEIGHTS Dated: _______________ By _________________________________ Its ________________________________ By _________________________________ Its ________________________________ Notice Address: 1101 Victoria Curve Mendota Heights, MN 55118 Attn: ______________________________ S - 5 Joint Powers Agreement APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY Dated: __________________ By _________________________________ Its ________________________________ By _________________________________ Its ________________________________ Notice Address: 7100 147th Street W. Apple Valley, MN 55124 Attn: ______________________________ S - 6 Joint Powers Agreement INVER GROVE HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY Dated: _____________ By _________________________________ Its ________________________________ By _________________________________ Its ________________________________ Notice Address: 8150 Barbara Avenue Inver Grove Heights, MN 55077 Attn: ______________________________ S - 7 Joint Powers Agreement HASTINGS ECONOMIC DEVELOPMENT AND REDEVELOPMENT AUTHORITY Dated: __________________ By _________________________________ Its:_________________________________ By _________________________________ John Hinzman Its Executive Director Notice Address: th 101 East 4 Street Hastings, Minnesota 55033 Attn: Executive Director S - 8 Joint Powers Agreement ROSEMOUNT PORT AUTHORITY Dated: _________________ By _________________________________ Its ________________________________ By _________________________________ Its ________________________________ Notice Address: 2875 145th Street Rosemount, MN 55068 Attn: ______________________________ S - 9 Joint Powers Agreement FARMINGTON ECONOMIC DEVELOPMENT AUTHORITY Dated: ________________ By _________________________________ Its ________________________________ By _________________________________ Its ________________________________ Notice Address: 430 Third Street Farmington, MN 55024 Attn: ______________________________ S - 10 Joint Powers Agreement SOUTH ST. PAUL HOUSING AND REDEVELOPMENT AUTHORITY Dated: __________________ By _________________________________ Its ________________________________ By _________________________________ Its ________________________________ Notice Address: 125 Third Ave. No. South St. Paul, MN 55075 Attn: Executive Director S - 11 Joint Powers Agreement WEST ST. PAUL ECONOMIC DEVELOPMENTAUTHORITY Dated: _____________ By _________________________________ Its ________________________________ By _________________________________ Its ________________________________ Notice Address: 1616 Humboldt Avenue West St. Paul, MN 55118 Attn: Executive Director S - 12 Joint Powers Agreement Exhibit A Contract for Services for the Open To Business Program A - 1 Joint Powers Agreement 9298589v1 Contract for Services for the Open to Business Program THIS AGREEMENTDakota County is dated January ___, 2015 and is between the Community Development Agency Metropolitan Consortium of Community and DevelopersMCCD , a Minnesota nonprofit corporation WHEREAS , the CDA, on behalf of itself and the eleven political subdivisions of the State of Minnesota listed on Exhibit A hereto (the ), which each have Municipalities powers with respect to a city with a population over 10,000 (collectively ), Open to Business wishes to engage MCCD to render an initiative providing small business technical assistance services to existing businesses and residents and other parties interested in opening a business within Dakota County (the CountyInitiative ; and WHEREAS , MCCD has successfully provided the services required to administer and carry out the Initiative in Dakota County in 2013 and 2014; and WHEREAS , pursuant to CDA Resolution No. 14-5467, adopted on December 16, 2014 (the Resolution , the CDA is authorized to enter into this agreement with MCCD for the Initiative; and WHEREAS , pursuant to the Resolution and certain joint powers agreements to be entered into Joint Powers Agreements between the CDA and the Local Government Entities , the CDA will act as fiscal agent for the Local Government Entities in connection with this Agreement; and WHEREAS , the CDA will pay from its own funds 50% of the fee charged by MCCD for the Initiative in the Municipalities and 100% of the fee charged by MCCD for the Initiative in the small cities and townships within the County with populations of less than 10,000 people as further described herein and in Exhibit A; and WHEREAS, pursuant to the Joint Powers Agreements, the Local Government Entities will be required to pay a Participation Fee to the CDA in accordance with the schedule in Exhibit A, representing the remaining 50% of the fee charged by MCCD for the Initiative in the Municipalities. Now therefore , for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: TIME OF PERFORMANCE 9293870v3 The term of this Agreement and the period during which MCCD will provide services hereunder will commence on January 1, 2015 and will end on December 31, 2015, subject to earlier termination as provided herein. MCCD will perform services necessary to carry out the Initiative as promptly as possible, and with the fullest due diligence. COMPENSATION Subject to reduction as provided below, the CDA will compensate MCCD for its services hereunder an amount equal to One Hundred Thirty-Five Thousand Dollars ($135,000) (Contract Amount). The CDA will pay such amount in two equal installments, the first no earlier than January 30, 2015 and the second no earlier than June 30, 2015, upon receipt of invoices from MCCD. Subject to the limits above, payments will be due within 15 days of receipt of the respective invoices. The portion of the Contract Amount payable from Participation Fees will be payable by the CDA only from and to the extent such Participation Fees are paid by the respective Local Government Entities. In the event a Local Government Entity does not pay to the CDA its Participation Fee in amounts and by the deadline described in Exhibit A, the CDA will notify MCCD, and MCCD will immediately cease the Initiative in that Municipality. Upon such termination, the Contract Amount will be reduced by an amount equal to the Participation Fee which such Local Government Entity did not pay and the amount the CDA would have paid as a matching payment. SCOPE OF SERVICES MCCD will provide technical assistance to existing businesses, residents and those parties interested in starting a business in any of the Municipalities and Small Cities and Townships as further described on Exhibit B and Exhibit C attached hereto, which sets forth the Dakota Open to Business Program Scope of Services. REPORTING MCCD will submit quarterly reports to the CDA in form and substance acceptable to the CDA. Reports will provide information in the aggregate for the County and will include a subreport for each Municipality and each of the Small Cities and Townships. Reports will include the following information: Number of inquiries Hours of technical assistance provided Type of assistance provided Type of business Annual sales revenue Number of businesses opened 9293870v3 Number of business expanded/stabilized Number and amounts of financing packages Demographic information on entrepreneurs Business address or resident address Number and wage of FTEs created Number and wage of FTEs retained The required reporting schedule is as follows: stth 1 quarter January March, report due April 30 ndst 2 quarter April June, report due July 31 rdst 3 quarter July September, report due October 31 thst 4 quarter October December, report due January 31 of 2015 In addition to the foregoing, MCCD will provide additional reports as reasonably requested by the CDA. PERSONNEL MCCD represents that it has, or will employ or contract for, at its own expense, all personnel required to perform the services necessary to carry out the Initiative. Such personnel will not be employees of, or have any contractual relationship with, the County, the CDA or any of the Local Government Entities. No tenure or any other rights sick leave, vacation pay, severance pay, or any other benefits available to the CDA or any of the Local Government Entities employees shall accrue to MCCD or employees of MCCD performing services under this agreement. The MCCD is an independent contractor. All of the services required to carry out the Initiative will be performed by MCCD and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under State and local law to perform such work. USE OF CDA OFFICE SPACE The CDA will make available a cubicle space for MCCD personnel at the CDA office building for use by MCCD in carrying out the Initiative. MCCD personnel will have access to meeting rooms, wireless internet service, copy machines and printers. MCCD personnel shall comply with all CDA office rules and policies regarding the use of CDA office space, equipment and internet access. If the CDA, in its sole discretion, determines that MCCD Personnel have failed to comply with CDA office rules and policies, MCCD Personnel will be required to vacate the CDA office and the CDA will cease to provide MCCD office space to carry out the Initiative. 9293870v3 INTEREST OF MEMBERS OF THE CDA AND OTHERS No officer, member, or employee of the CDA and no member of its governing body, and no other public official or governing body of any locality in which the Initiative is situated or being carried out, who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of the Initiative, will participate in the decision relating to this Agreement which affects his/her personal interest or the interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested or has any personal or pecuniary interest, direct or indirect, in this Agreement. ASSIGNABILTY MCCD will not assign any interest in this Agreement, and will not transfer any interest in the same without the prior written approval of the CDA. COMPLIANCE WITH LOCAL LAWS MCCD agrees to comply with all federal laws, statutes and applicable regulations of the State of Minnesota and the ordinances of the Local Government Entities. INSURANCE MCCD agrees at all times during the term of this Agreement, and beyond such term when so required, to have and keep in force the following insurance coverages: Limits 1. Commercial General Liability on an occurrence basis with contractual liability coverage: General Aggregate $2,000,000 ProductsCompleted Operations Aggregate 2,000,000 Personal and Advertising Injury 1,500,000 Each OccurrenceCombined Bodily Injury and Property Damage 1,500,000 2. Workers Compensation and Employers Liability: Workers Compensation Statutory In the event that MCCD should hire employees or subcontract this work, MCCD shall obtain the required insurance. Employers Liability. Bodily injury by: AccidentEach Accident 500,000 DiseasePolicy Limit 500,000 DiseaseEach Employee 500,000 INDEMNIFICATION 9293870v3 MCCD agrees to defend, indemnify, and hold harmless the County, the CDA, the Local Government Entities, and each of their respective officials, officers, agents, volunteers and employees from any liability, claims, causes of action, judgments, damages, losses, costs, or expenses, including reasonable attorneys fees, resulting directly or indirectly from any act or omission of MCCD, its subcontractors, anyone directly or indirectly employed by MCCD or any of its subcontractors, and/or anyone for whose acts and/or omissions MCCD may be liable in the performance of the services required by this Agreement, and against all loss by reason of the failure of MCCD to perform any obligation under this Agreement. NOTICES A notice, demand, or other communication under the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by mail, postage prepaid, return receipt requested, or delivered personally; and (a)In the case of MCCD, is addressed or delivered personally to: Metropolitan Consortium of Community Developers 3137 Chicago Avenue South Minneapolis, MN 55407 (b)In the case of the CDA is addressed or delivered personally to: Andrea Brennan, Director of Community and Economic Development Dakota County Community Development Agency 1228 Town Centre Dr. Eagan, MN 55123 or at such other address with respect to any party as that party may designate in writing and forward to the other as provide in the Section. MODIFICATION This Agreement may not be modified, changed, or amended in any manner whatsoever without the prior written approval of all the parties hereto. NON-DISCRIMINATION In connection with its activities under this Agreement, MCCD will not violate any Federal or State laws against discrimination. DEFAULT AND CANCELLATION Failure of the MCCD to perform any of its obligations under this Agreement to the satisfaction of the CDA will constitute a default hereunder. s default is cured within 15 days following notice by the CDA, the CDA may (i) cancel this Agreement in its entirety by 5 additional MCCD, or (ii) withhold payment from MCCD as long as such default continues. 9293870v3 MINNESOTA LAWS GOVERN The Laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations between the parties and their performance. The appropriate venue and jurisdiction for any litigation will be those courts located within the County. Litigation, however, in the federal courts involving the parties will 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 will not be affected. 9293870v3 DAKOTA COUNTY COMMUNITY DEVELOPMENT AGENCY By:_______________________________ Executive Director Date: _____________________________ MCCD By: Printed Name: Printed Title: Date: 9293870v3 Exhibit A Local Government Entity Participation Fee Schedule Municipality Local Government Total CDA Local Entity Fee Share of Government Fee Entity Participation Fee Due 1/30/14 Eagan Economic Development Eagan Authority $15,000 $7,500 $7,500 City of Burnsville Burnsville $15,000 $7,500 $7,500 City of Lakeville Lakeville $15,000 $7,500 $7,500 Apple Valley Economic Apple Valley Development Authority $15,000 $7,500 $7,500 Inver Grove Heights Economic Inver Grove Development Authority $12,500 $6,250 $6,250 Heights Hastings Economic Hastings Development and $10,000 $5,000 $5,000 Redevelopment Authority Rosemount Port Authority Rosemount $10,000 $5,000 $5,000 Farmington Economic Farmington Development Authority $10,000 $5,000 $5,000 South St. Paul Housing and South St. Paul Redevelopment Authority $10,000 $5,000 $5,000 West St. Paul Economic West St. Paul Development Authority $10,000 $5,000 $5,000 Mendota City of Mendota Heights $5,000 $2,500 $2,500 Heights Small Cities n/a $7,500 $7,500 $0 and Townships Total $135,000 $71,250 $63,750 9293870v3 Exhibit B Dakota Open to Business Program Scope of Services Open to Business Technical Assistance Services MCCD will provide intensive one-on-one technical assistance to Municipalities and Small Cities and Townships businesses, residents and aspiring entrepreneurs intending to establish, purchase, or improve a business in Municipalities and Small Cities and Townships within County Dakota County . MCCD will dedicate one full time staff person based in the County to provide the Technical Assistance Services . In addition, MCCD will make available the expertise of all MCCD technical and support staff in the delivery of services to Dakota Open to Business Program. Technical assistance includes, but is not limited to, the following: Business plan development Feasibility analysis Marketing Cash flow and other financial projection development Operational analysis City and State licensing and regulatory assistance Loan packaging, and other assistance in obtaining financing Help in obtaining competent legal advice MCCD Dakota OTB Staff will be available to meet clients at the CDA office building, various will provide technical assistance on a walk-in basis monthly in each Municipality, if requested. MCCD will also hold two- various Municipality locations. Open to Business Access to Capital Access to capital will be provided to qualifying businesses ng Small Exhibit C Business Loan Program (see Small Business Loan Program Guidelines below). MCCD also provides financing in partnership with other community lenders, banks or Local Government Entities interested in making capital available to residents and/or businesses in their community. 9293870v3 EXHIBIT C Small Business Loan Program Guidelines Loan Amounts: Up to $25,000 for start-up businesses Larger financing packages for established businesses Designed to leverage other financing programs as well as private financing provided by the commercial banking community. Eligible Projects: - Business must be complimentary to existing business community. Borrowers must have equity injection as determined by fund management. lowable Use of Proceeds: Al Loan proceeds can be used for working capital, inventory, building and equipment and general business operations. Interest Rates: Loan interest rate is dependent on use, term and other factors, not to exceed 10%. Loan Term Length: Loan repayment terms will generally range from three to five years, but may be substantially longer for major asset financing such as commercial property. Fees and Charges: Borrowers are responsible for paying all customary legal and other loan closing costs. 9293870v3 5ğƉƚƷğ /ƚǒƓƷǤ 1/1/2013 9/30/2014 /ƌźĻƓƷ /źƷǤʹ /ƌźĻƓƷƭ {ĻƩǝĻķʹ Apple Valley 33 New Entrepreneurs 231 Burnsville 47 Existing Business 81 Eagan 38 Farmington 28 Total Entrepreneurs 312 Hastings 20 Inver Grove Hts 22 Lakeville 22 Inquiries 522 Mendota Heights 5 (Requests for information/referral, not a formal client) Rosemount 24 S. St. Paul 8 CźƓğƓĭźƓŭʹ W. St. Paul 10 Townships 4 Provided (Dakota County Businesses) Undecided Location 51 Number 5 Amount $225,000.00 LƓķǒƭƷƩǤ {ĻŭƒĻƓƷʹ Provided (Dakota County Residents) Retail 44 Number 9 Service 174 Amount $91,373.50 Food 69 Health/Fitness 12 Microgrants Manufacturing 6 Number 7 Construction 5 Amount $7,000.00 wĻŅĻƩƩğƌ {ƚǒƩĭĻʹ Credit Builder Loans Number 14 CDA Staff/Website 14 Amount $3,455.00 Chamber 8 City Staff/Website 158 Bank Referral 10 Total $326,828.50 Media 13 Other 89 Requests/In Process Number 2 IƚǒƩƭ ƚŅ 5źƩĻĭƷ {ĻƩǝźĭĻʹ Total Request $55,000 st 1 Quarter 1113.5 Facilitated/Leveraged Loans nd 2 Quarter 729.0 Number 5 rd 3 Quarter 763.0 Amount $1,425,000 th 4 Quarter 235.5