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PINK — FINANCE G I TY OF SA I NT�� PAU L Council � �t
CANARV — DEPARTMENT File NO.
BLUE — MAVpR
Co il Resolution
�
Presented By �
Referred To Committee: Date
Out of Committee By Date
WHEREAS, The City of Saint Paul and the Minneapolis Park and Recreation
Board have entered into a Joint Powers Agreement on February 4, 1975, for
the purpose of developing a wood utilization and disposal center for the
disposa1 of diseased shade trees and other trees, and
WHEREAS, Said Agreement provides that the City and Board may create
a policy making board to administer said Center with a membership of the
board an equal representation, now therefore be it
RESOLVED, That the proper City officials are hereby authorized and
directed to execute an agreement with the Minneapolis Park and Recreation
Board for the creation of an administration-management corranittee to oversee
the operations of said center and the terms and conditions of the agreement
are hereby approved in all respects.
COU[VCILMEN Requested by Department of:
Yeas Nays [�
�a !' [n Favor • e •
Hunt � _
I.evine � Against BY ,
� for Thomas J. Kelley
Showalter
�° JUl 5 1979 Form a bY c�t,, to�
• Adopted by Council: Date
C
Certifi b Cou ec ry � BY
y
�#pp d by IVlavor: .JV�'`� ,� App d by Mayor fo Su issiaa to Council
g B �'�
t ruB�,cSKED J U L 1 4 197�
�"'-','� :, -
� AGREEMENT �1' � �d g p�,
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THIS AGREEMENT, made and entered into this day of , 1979, by
and between the MINNEAPOLIS P�RK AND RECREATION BOARD (Board) , and the CIT`I OF ST. PAUL
(City).
W I T N E S S E T H:
WHEREAS, pursuant to the authority granted by Minnesota Statutes, Section 471.59,
the parties have entered into a Joint Exercise of Powers Agreement (Joint Powers
Agreement) dated February 4, 1975 for the purpose of developing a wood utilization and
disposal center (Center) for the disposal of diseased shade trees and other trees; and
WHEREAS, the Joint Powers Agreement provides that the Board and the City will
negotiate and enter into a lease/operations/management agreement (Management Agreement)
with Occupational Training Center (OTC) , a non-profit Minnesota corporation whereby
OTC would operate and maintain the Center for an initial term of seven (7) years; and
WHEREAS, Article VII of the Joint Powers r�greement provides that if the City and
OTC do not enter into a Management Agreement, or if such i�tanagement Agreement expires
and is not renewed, the City and Board shall operate and maintain the Center with mutual
control and administration through a policy-making board to be made up of an equal number
of representatives of the City and the Board, and all expenses incurred in the operation
of the Center shall be borne equally by the City and the Board; and
WHEREAS, the City, the Board and OTC have not entered into a Management Agreement
for the operation and maintenance of the Center;
WHEREAS, the parties desire to enter into an agreement (the Agreement) to implement
the provisions of Article VII of the Joint Powers Agreement for the mutual control of
adminiatration of the Center and to set forth their rights, duties, responsibilities
and liabilities in connection with the Center;
NOW, THEREFORE, in consideration of the premises, the mutual promises or the parties
hereto and the mutual benef its to be gained by the performance hereof, the parties hereto
agree as follows:
ARTICLE 1. �
FO&'�1ATZON A.vD CO�IPOSITION OF i�lANAGEMENT COMMITTEE
1.1) Formation - The parties hereoy establish a Joint Management Committee
(Management Committee) to implement the provisions of �rticle VII of the Joint Powers
Agreement for the mutual control and administration of the Center and to accomplish
the limited purposes set rorth herein. The composition and membership of the Management
Committee shall be upon the terms and conditions set forth in the Agreement.
1.2) Representation; Written Designation - Each party to the Agreement shall
designate in writing served upon the other party, two of its ofricers, principais or
other employees as its Principal Regresentative. Each Principal Representative shall
serve on the Management Committee, to be composed of four (4) individuals. Membership
on the Management Committee as the designee of a party shall be evidenced by resolution
of the gove rning body of the designating party.
1.3) Term - The Principal Representatives on the Management Committee shall not
have a fixed term and shall serve at the discretion of the designating party. The
parties may at any time replace either or both Principal Representative designated by
them by notice in writing served upon the other party.
1.4) Vacancies - If a Principal Representative dies, becomes disabled, resions
as Principal Representative or as officer, principal, or employee of the party who
designated him, or for any other reason ceases to be associated with the Management
Committee or the party who designated him, his successor shall be designated by the
governing body of the party whose Principal Representative position on the �anagement
Committee is vacant.
1.5) Additional Representatives - The parties may agree in writing to designate
additional Principal Representatives to the Management Committee in accordance with
the procedures set forth in the Agreement. Each party shall continue to be represented
equally by the same total number of Principal Representatives on the Management
Committee. Such additional Principal Representatives shall have full voting rights
on the �anagement Committee as set forth in the Agreement and in all respects thenceforth
shall enjoy the full rights, duties, and obligations of Principal Representatives under
the Agreement.
1.6) Compensation and Expenses of Principal Representatives - The Principal
Representatives shall not be entitled to compensation or reimbursement for expenses
incurred in connection with service on the Management Committee; provided that the
governing body of a party may determine to compensate or reimburse the expenses of the
Principal Representative or Principal Representatives it designates, in which case the
obligation to make such payments shall be that of the appropriate party and not that
of the �anagement Committee.
1.7) Project Director; Assistant Project Director - During the course of
performance of the Agreement, the direction and coordination of the work thereunder
shall be the responsibility of a Project Director designated in writing by the parties
hereto. The parties shall also designate in writing an �ssistant Project Director to
assist the Project Director. The Project Director and the Assistant Project Director
shall not be employees of the same party. The Project Director and the Assistant Project
Director shall be equally informed and privy to all matters concerning the Center ar.d
work under the Agreement. The Project Director and the Assistant Project Director shall
be subject to direction of the Management Committee. They shall not be Representatives
to the �anagement Committee but shall normally attend Committee meetings where they
shall have voice but no vote.
The Project Director, as aided by the Assistant Project Director, shall:
(O1) Be responsible for the direction and management of work under the Agreement
in accordance with the policies and rules and regulations established by the
Management Committee;
(02) Coordinate the work under the Agreement; and
2.
(03) Inform each party hereto of the problems, progress and general conditions
of the Center and work under the Agreement and make recommendations to the
Management Committee for action and requests for direction.
ARTICLE 2.
PROCEDURES OF THE MAIVAGEMENT COMMITTEE
2.1) uorum - Three Principal Representatives shall constitute a quorum, but one
Principal Representative, if no other Principal Representatives are present, may adjourn
a scheduled meeting to another time. If the parties agree in writing to designate
additional Principal Representatives as set forth in Section 1.5 of the Agreement, a
majority of the total number of Principal Representatives on the Management Committee
shall constitute a quo nim.
2.2) Meetings - Regular meetings of the Management Committee shall be held at
intervals established by the Management Committee. Special meetings may be called at
a time and place mutually agreed upon by all Principal Representatives on the Management
Committee.
2.3) Voting - Each Principal Representative on the Management Committee shall
be entitled to one vote as to any act of the Management Committee. The acts of the
Management Committee shall be recorded in the minutes to be kept of each meeting by
the Project Director or 2,ssistant Project Director. The minutes shall be signed by
the Principal Representatives present and copies thereof shall be furnished to each
party.
Except as hereinafter provided, action taken by the Management Committee at any
meeting or by any written instrument executed by all Principal Representatives to the
Committee shall bind the parties hereto, but only with respect to the Agreement. All
decisions, votes and actions ta'x.en by the Management Committee shall be unanimous.
2.4) Sub-committees - The Management Committee may appoint such sub�committees
as it deems necessary. The sub-committees so appointed may include non-Management
Committee members.
2.5) Rules and Regulations - The Management Committee may prescribe and promulgate,
modify and amend, such rules and regulations as it deems necessary or expedient to carry
out its duties and responsibilities under the Agreement.
2.6) Elmendment Recommendations - The Management Committee may recommend to the
parties in writing amendments to or modifications of the Agreement.
ARTICLE 3.
MANAGEMENT COMMITTEE PURPOSES, POWERS, DUTIES AND RP:SPONSIBILITIES
3.1) Purposes - The purposes of the Management Committee shall be limited to
implementation of the provisions of Article VII of the Joint Powers Agreement for the
mutual control of administration, operation, management, maintenance and repair of the
Center.
3.
3.2) Powers - In addition to all powers reasonable and necessary to effectuate
the purposes of the Agreement, the powers of the Management Commi.ttee shall include,
but are not limited to: preparation of detailed studies, plans and recommendations
concerning the cost-income prospects of the Center; preparation of proposals for
operation, management, maintenance and repair of the Center; purchase of equipment for
the Center; sale and/or leasing to third parties of buildings or space in buildings
placed on the site of the Center; contracting for services necessary to operate the
Center; and contracting for the sale and/or disposal of the wood by-products of the
Center.
3.3) Duties and Responsibilities ' Upon execution of the Agreement by the parties,
it shall be the duty and responsibility of the Management Committee to:
(O1) Prepare a comprehensive plan for study, review and analysis of the cost-income
prospects of the Center;
(02) Prepare a proposal or proposals for operation, management, maintenance and
repair (Management Proposal) of the Center for submission to the parties hereto
according to the procedures established in the Agreement. Such Management Proposal
may include, but is not limited to the following:
(a) Public operation and management of the Center by (a) the Management
Committee, or (b) officers, principals or other employees of the parties
hereto or other governmental bodies, pursuant to terms and conditions
recommended by the i�anagement Committee; or
(b) Operation and management of the Center by a private operator pursuant
to terms and conditions recommended by the Management Committee;
(03) Identify the separate and/or joint functions, duties and responsibilities
oi the Principal Representatives, the Project Director, the Assistant Project
Director and the parties hereto;
(04) Prepare a comprehensive �Ianagement Committee and Center budget and financir�g
plan, including, but not limited to recommendations for sharing of expenses by
the parties hereto, future capital contributions by the parties to the iVlanagement
Committee and/or the Center; insurance coverage for the Center; day-to-day operating
expenses; reserve for depreciation for capital equipment and building; allocation
of net earnings and net losses; distribution of proceeds upon termination of the
Joint Powers Agreement or the Agreement; and distribution or liquidation of assets
of the Center upon abandonment of the� Center.
(OS) Prepare detailed recommendations concerning use of the Center by the parties
hereto;
(06) Prepare detailed recommendations for the keeping of full and current records
of all income and expenses of the Management Committee and the Center; and
(07) Recommend alternative mechanisms for ongoing supervision and review of the
management and operations of the Center by the Management Committee or another
body, coordinated with the Management Proposal f inally submitted to the parties
pursuant to subsection (02) of Section 3.3 of the Agreement.
4.
3.4) Informational Submittal to the Parties - Upon completion of the duties and
responsibilities set forth in Section 3.3 of the Agreement or �ny element thereof, the
Management Committee shall submit to the parties hereto said element or elements for
information and review.
ARTICLE 4.
TERMINATION OF AGREEMENT; DISSOLUTION OF L'�IANAGEMENT COMMITTEE
4.1) Termination of Agreement - This Agreement may be terminated only by mutual
written agreement of the Board and the City.
4.2) Dissolution of Committee - The Management Committee shall be dissolved under
any of the following conditions:
(O1) Unanimous written agreement of the Board and the City; or
(02) Reduction of composition of the Committee to less than two Principal
Representatives, one designated by each party; or
(03) Termination of the Agreement or the Joint Powers Agreement.
All payments due and owing for operating costs of the Committee or the Center under
Section 3.3 of the Agreement, or other unfulf illed f inancial obligations, shall continue
to be the lawful obligation of the parties.
AxTICLE 5.
MISCELLANEOUS
5.1; Availability of Facilities - The parties hereto shall make available to the
Management Committee such of its facilities, records, personnel, or other data or
materials as reasonably requested by the Management Committee in furtherance of the
Agreement.
5.2) Prohibition on Assionment - Neither party hereto shall, without the written
consent of the other party, sell, assign, mortgage, encumber, pledge or in any �aay
dispose of any of its interest under the Agreement, or its interest in and to any nonies
of the Management Committee or Center, or monies due or claimed to be due or to become
due therefrom, or its interest under the Joint Powers Agreement.
5.3) Notice - Any notice required or permitted to be given under the Agreement
shall be sufficient if in writing and sent by registered or certified mail to the parties
at the addresses herein set forth below their respective names or at such other place
as the parties shall designate in writing or by certified or registered mail:
Minneapolis Park and Recreation Board City of St. Paul
Attention: Assistant Superintendent Attention: Director
for Operations Department of Community Services
310 South Fourth Avenue Division of Parks and Recreation
Minneapolis, Minnesota 55415 545 City Hall
St. Paul, riinnesota 55102
S.
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5.4) Entire Agreement - This Agreement sets forth the entire understanding between
the parties, there being no terms, conditions, warrantiPS or representations other than
those contained herein, and no amendments hereto shall be valid unless made in writing
and signed by the parties hereto.
5.5) Severable - If any portion of the Agreement shall be held invalid, the same
shall not affect in any respect whatsoever the validity of the remainder of the
Agreement.
5.6) Captions - Article, paragraph or section titles or other headings contained
in the Agreement are for convenience only and shall not be deemed a part of the context
of the Agreement.
5.7) Execution - This Agreement may be executed in several counterparts and all
so executed shall constitute one agreement, binding on all the parties hereto,
notwithstanding that all of the parties are not signatory to the original or the same
counterpart.
5.8) Binding Effect - This Agreement shall be binding upon and inure to the benefit
of all parties hereto, their assigns and successors in interest.
5.9) Governing Law - all questions with respect to the construction of the
Agreement and the rights and liabilities of the parties hereunder shall be determined
in accordance with the applicable provisions of the laws of the State of Kinnesota.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above •aritten.
MINNEAPOLIS PARK AND
RECREATION BOARD
Approved as to Legality By:
Its: President
By:
Park Board Attorney Its: Secretary
Countersioned:
City Comptroller-Treasurer
CITY OF ST. PAUL
By:
Its: Mayor
Approved as to Legality By:
Its: Director, Department of
Community Services
Assistant City Attorney By:
Its: Director, Department of
Finance and Management Services
6.
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Ryev. s 9/S/?6
EXPLANAT2QN OF ADMZNISTRATIVE ORDER3,
RESOLiJTION , AN ORDI,_ � .
D
Dat�: Jut�e 20, 1979
� �tECEIVED
JUN a 1 1979 �
TO s MAYOR G�R�E LAT� �YQ�s 0�1� .
g��; Thomas J. Kelley
I�E: .
Council Resolution� authorizin�.execution of agreemen� between
� City and Mpls. Park and Recreaition Board � �
ACTION REQtTESTED s
Approval of Council Resolution �
PUR80SE AND RATIONALS FOR TBIS ACTION:
Creation of Board to oversee the ope�ation of Wood Recycli�g Center
ATTAC�S= . .
Copy of Agreement � - � � �
Council Resolut3on