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