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Home My WebLink About20180709 - VI-07 - Authorize JPA - Dakota County East Transity Study To: Mayor Hicks and City Council From:John Hinzman, Community Development Director Date:July 9, 2018 Item:Authorize Signature: Joint Powers Agreement – Dakota County East Transit Study Council Action Requested: Authorize signature of the attached Cost Sharing Joint Powers Agreement (JPA) between the City and Dakota County for the preparation of the Dakota County Eastern Transit Study. A simple majority is necessary for action. Background Information: Dakota County intends to retain a consultant to prepare a study and report on transit options in the northern and eastern portions of the County that will assist the County and local communities in future transit services planning. Financial Impact: The City will contribute $10,000 towards the study. Funding was allocated in the 2018 budget. Advisory Commission Discussion: N\A Council Committee Discussion: N\A Attachments: x Joint Powers Agreement City Council Memorandum COST SHARING JOINT POWERS AGREEMENT BETWEEN CITY OF HASTINGS AND DAKOTA COUNTY FOR FUNDING OF DAKOTA COUNTY EASTERN TRANSIT STUDY This Cost Sharing Joint Powers Agreement (“Agreement”) is made and entered into by and between Dakota County (“County”) and the City of Hastings (“City”), collectively referred to as the “Parties”, pursuant to ǤǤȠʹͷͱǤ͵͹which authorizes local government units to jointly and cooperatively exercise any power common to the contracting parties; and WHEREAS, Dakota County intends to retain a consultant to prepare a study and report on transit options in the northern and eastern portions of the County that will assist the County and local communities in future transit services planning; and WHEREAS, the City and County wish to collaborate on the completion of transit service study to facilitate transit planning in the City; and WHEREAS, the County and City support retaining a consultant to prepare a transit study referred to as the Dakota County Eastern Transit Study (Study). THEREFORE, the County and the City agree to the following terms for sharing the cost of a consultant for these purposes. ͱ PURPOSE The purpose of this Agreement is to provide for the joint exercise of powers common to the Parties to cooperate and jointly fund the Study. The Study will examine and recommendation options for future transit services and transit planning in the northern and eastern regions of the County. SECTION Ͳ TERM This Agreement shall be effective as of the date executed by all Parties and shall remain in effect until completion of the Parties’ respective obligations under this Agreement, unless earlier terminated by law or according to the provisions of this Agreement. SECTION ͳ COOPERATION The Parties agree to cooperate and use their reasonable efforts to ensure timely completion of the obligations of the Parties under this Agreement and to, in good faith, undertake resolution of any dispute in an equitable and fair manner. Ͳ SECTION ʹ OBLIGATIONS OF THE PARTIES ʹǤͱǤ Awarding Project. The County will lead the project by issuing a Request for Proposals for a consultant to provide the services and will enter into an agreement with a qualified consulting firm. ʹǤͲǤ Project Funding. The County will provide the majority of the funds for the consulting services, not to exceed $ͱ͵ͰǡͰͰͰǡ$ͱͰǡͰͰͰof the funds for the consulting services. ʹǤͳǤ Authorized Purpose. The funds the City provides to the County under this Agreement shall be used only for the transit study services. ʹǤʹǤ Ǥ All funds provided by the County and City under this Agreement shall only be used for the actual cost for the Study. The County and the City may refuse to pay any claim that is not specifically authorized by this Agreement. Payment of a claim shall not preclude the County or the City from questioning or later disputing the propriety of a claim or payment. If payment of any amount is disputed by the County or the City, payment of undisputed amounts will be made as set forth herein. The party submitting the disputed amount shall provide additional documentation to support the disputed amount, if necessary. The County and the City reserve the right to offset any overpayment or disallowance of a claim by reducing future payments. ʹǤ͵Ǥ Acknowledgement. The City and County shall appropriately acknowledge the funding assistance provided by the City and County in any promotional materials, signage, reports, publications, notices, and presentations relating to project. SECTION ͵ LIABILITY Each party to this Agreement shall be liable for the acts or omissions of its officers, directors, employees or agents and the results thereof to the fullest extent authorized by law and shall not be responsible for the acts of the other party, its officers, directors, employees or agents. It is understood and agreed that the provisions of the Municipal ǡǤǤǤʹͶͶǡable laws govern liability arising from the parties’ acts or omissions. In the event of any claims or actions asserted or filed against either party, nothing in this Agreement shall be construed to allow a claimant to obtain separate judgments or separate liability caps from the individual parties. To insure a unified defense against any third-party liability claims arising from work of the Project, the County agrees to require the contractor and any subcontractor retained to work on the Project to maintain commercial general liability insurance in the amounts consistent ǤǤȠʹͶͶǤͰʹ ͳ the Project. All such insurance policies shall name the City and County as additional insureds. SECTION Ͷ REPRESENTATIVES ͶǤͱǤ ǤThe following named persons are designated as the Representatives of the parties for purposes of this Agreement. Notice required to be provided pursuant this Agreement shall be provided to the following named persons and addresses unless otherwise stated in this Agreement. County Representative Mark Krebsbach Dakota County Highway Engineer ͱʹ͹͵͵ ǡ͵͵ͱͲʹ In the event of notification of the termination of this Agreement by the City, notice shall also be provided to: Office of the Dakota County Attorney Civil Division ͱ͵ͶͰ͵͵ ǡ͵͵Ͱͳͳ City Representative City of Hastings Attn: Nick Egger, P.E. ͱͰͱʹth Street East Hastingsǡ͵͵Ͱͳͳ In the event of notification of the termination of this Agreement by the County, notice shall also be provided to: City of Hastings Attn: Nick Egger, P.E. ͱͰͱʹth Street East Hastings, ͵͵Ͱͳͳ ͶǤͲǤ ǤTo assist the parties in the day-to-day performance of this Agreement and to ensure compliance and provide ongoing consultation, a liaison shall be designated by the City and County. The City and County shall keep each other continually informed, in writing, of any change in the designated liaison. At the time of execution of this Agreement, the following persons are the designated liaisons: ʹ County Liaison Joe Morneau ǣȋ͹͵ͲȌ͸͹ͱ-ͷ͹͸Ͷ Email: joe.morneau@co.dakota.mn.us City Liaison John Hinzman ǣȋͶ͵ͱȌʹ͸Ͱ-Ͳͳͷ͸ Email: JHinzman@hastings.mn.gov SECTION ͷ TERMINATION ͷǤͱǤ In General. Either party may terminate this Agreement for cause by giving seven ȋͷȌǯts intent to terminate, to the other party. Such notice to terminate for cause shall specify the circumstances warranting termination of the Agreement. Cause shall be a material breach of this Agreement. Notice of termination shall be made by certified mail or personal delivery to the Representative of the other Party. Termination of this Agreement shall not discharge any liability, responsibility or right of any party, which arises from the performance of or failure to adequately perform the terms of this Agreement prior to the effective date of termination. ͷǤͲǤ Ǥ Notwithstanding any provision of this Agreement to the contrary, either Party may immediately terminate this Agreement if it does not obtain funding from the Minnesota Legislature, Minnesota Agencies, Federal government, or other funding source, or if it’s funding cannot be continued at a level sufficient to allow payments of the amounts due under this Agreement. Notice of termination under this provision shall be accoͷǤͱǤThe Parties also agree to include a provision in the agreement with the contractor providing planning services that neither Party to this Agreement is obligated to pay for any services, labor, materials, equipment, or any benefits that are provided by the contractor after receipt of the written notice of termination of that agreement for lack of funding and that the Parties will not be assessed any penalty or damages if the agreement with the Contractor is terminated due to lack of funding. SECTION ͸ REPORTING, ACCOUNTING AND AUDITING REQUIREMENTS ͸ǤͱǤ Ǥ The County agrees to establish and maintain accurate and complete accounts, financial records and supporting documents relating to the receipt and expenditure of the funds provided by the City in accordance with this Agreement. Such accounts and records shall be kept and maintained by the County ȋͶȌǤ shall have the right to inspect and copy such records. The County agrees to make such records available to City for inspection and copying during normal business hours. ͵ ͸ǤͲǤ Ǥ The books, records, documents and accounting procedures and practices of the County that are relevant to this Agreement are subject to the ȋͶȌ expiration of this Agreement. SECTION ͹ MODIFICATIONS Any alterations, variations, modifications, or waivers of the provisions of this Agreement shall only be valid and binding when they have been reduced to writing, approved by their respective governing boards. ͱͰ MINNESOTA LAW TO GOVERN The Agreement shall be governed by and construed in accordance with the substantive and procedural law of the State of Minnesota, without giving effect to principles of conflicts of law. All judicial proceedings related to this Agreement shall be venued in the County of Dakota, State of Minnesota. ͱͱ MERGER This Agreement is the final expression of the agreement of the parties and the complete and exclusive statement of the terms agreed upon and shall supersede all prior negotiations, understandings, or agreements. ͱͲ SEVERABILITY The provisions of this Agreement shall be deemed severable. If any part of this Agreement is rendered void, invalid, or unenforceable, such rendering shall not affect the validity or enforceability of the remainder of this Agreement unless the part or parts that are void, invalid, or otherwise unenforceable substantially impairs the value or purpose of the entire Agreement with respect to either party. ͱͳ SURVIVORSHIP The following provisions under this Agreement survive the termination of this Agreement: Section ʹǤʹǤȋȌǡ͵ (Liability), Section ͸ (Reporting, ȌǡͱͰ ȋ ȌǡͱͲ (Severability). Ͷ ͱʹ CONTRA PROFERENTEM DISCLAIMER The parties agree that the contra proferentem principle of contract interpretation is not to be applied to this Agreement. Any ambiguity, inconsistency, or question of interpretation in this Agreement is not to be resolved strictly against the party that drafted the Agreement, but instead is to be resolved in accordance with the most reasonable construction. It is the intent of the parties that any dispute over the meaning or application of the Agreement shall be construed fairly and reasonably, and neither more strongly for nor against either party. CITY OF HASTINGS Date ____________________ By Paul J. Hicks, Mayor Resolution No. _______________ Attest Date By ___________________________________ Julie F. Flaten, City Clerk Approved by Dakota County DAKOTA COUNTY Board of Commissioners Date: ______________________ By , Chair Dakota County Board of Commissioners Resolution No. ________________ Approved as to Form By Assistant County Attorney Date of Signature ͱ͸-ͱ͹Ͷ Cost Share JPA with Hastings for County Eastern Transit Study vͱ