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HomeMy WebLinkAbout4.b. EX open to business contract EXECUTIVE SUMMARY Port Authority Date: March 20, 2018 AGENDA ITEM: Approval of Open To Business Joint Powers Agreement AGENDA SECTION: Old Business PREPARED BY: Kim Lindquist, Deputy Director AGENDA NO. 4.b. ATTACHMENTS: Joint Powers Agreement, Participation Fee Schedule APPROVED BY: LJM RECOMMENDATION: Approve Joint Powers Agreement between Dakota County CDA and the City of Rosemount relating to Open to Business Program ISSUE The City has participated in the Open to Business (OTB) program for several years. Previously, the City was asked to act on a contract annually. Most recently, the Dakota County CDA has negotiated a 3-year agreement with MCCD for the OTB program. The payment by Rosemount will be the same for all three years ($5,513). The Dakota County CDA will be paying the other 50% of the city’s costs (for a total annual cost of $11,026). This agreement is consistent with previous agreements approved by the Port Authority. The difference is the length of the agreement. CONCLUSION Staff recommends approval of the 3-year Open to Business Joint Powers Agreement. Joint Powers Agreement JOINT POWERS AGREEMENT Open to Business Program THIS JOINT POWERS AGREEMENT (this “Agreement”), is made as of January 1, 2018, by and between the DAKOTA COUNTY COMMUNITY DEVELOPMENT AGENCY (the “CDA”), a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “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 ECONOMIC DEVELOPMENT AUTHORITY, AND WEST ST. PAUL ECONOMIC DEVELOPMENT AUTHORITY, MINNESOTA (each individually a “Local Government Entity” and together the “Local Government Entities”), 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 Developers, a Minnesota non-profit corporation (“MCCD”) to undertake the “Open To Business Program” (the “Program”) within Dakota County (the “County”). 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: Section 1. Representations. 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 2 (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. Section 2. Powers to be Exercised. 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. Section 3. Method for Exercising Common Powers; Funds. The CDA, on its own behalf and on behalf of the Local Government Entities, will initially enter into an agreement with MCCD in substantially the form attached hereto as Exhibit A (the “Agreement”) to engage 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. Section 4. Limited Liability. 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 liabili ty 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. Section 5. Conflict of Interests; Representatives Not Individually Liable. 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. Joint Powers Agreement 3 Section 6. Term; Distribution of Property. The term of this Agreement shall commence on January 1, 2018 and shall automatically renew January 1, 2019 and January 1, 2020, ending December 31, 2020. Local Government Entities may, at their sole discretion and without cause, cancel any remaining years covered under this agreement by providing written notice to the other Parties at least 30 days prior to renewal. Each Party to this agreement agrees that a Party that opts out of the contract under these terms shall be subject to no penalty, and held harmless for future liability or obligation related to the terms of this agreement. The remaining Parties will continue on with the agreement unless it is determined to no longer be viable for the remaining Parties. 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. Section 7. Notices and Demands. 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. Section 8. Counterparts. 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] Joint Powers Agreement S - 9 ROSEMOUNT PORT AUTHORITY Dated: _________________ By _________________________________ Its ________________________________ By _________________________________ Its ________________________________ Notice Address: 2875 145th Street Rosemount, MN 55068 Attn: ______________________________ Joint Powers Agreement A - 1 Exhibit A Contract for Services for the Open To Business Program