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06-312Council Fil�e- #"-�R—s�� Green sheet # 3030000 Presented By Referred To Committee: Date RESOLVED, that pursuant to Minnesota Statutes 471.59, commonly referred to as the "Joint Powers Act," the proper City of Saint Paul officials are hereby authorized and directed to execute the attached joint powers agreement and subsequent renewals, with the City of Minneapolis, Hennepin County, and with Ramsey County, said agreement providing for the joint certification of Women-Owned Businesses, Minority-Owned Businesses, and Smalf Business Enterprises and joint information and outreach programs for such vendors, copies of said agreements to be kept on file and/or record in the Office of Financial Services. Adopted by Council: ay: � � �i,_ � I Approved b Ma or: Date /�/z By: � RESOLUTION � CITY OF SAfNT PAUL, MINNESOTA Requested by the Office of Financial Services:_ � l l�cC���� , By: ��F Matt Smith, Di tor �iQ��� �h �G�vr�n Linda S. Camp, nager Cont ct & Analysis Services Form Approved by City Attorney BY � ` a�� I � �.�-� V Approved by ybr for S mis to Council���'%� y�� By: Adoption Certified by Council Secretary � Green Sheet Green Sheet Green Sheet G�een Sheet Green Sheet Green Sheet � ��.��, �__4_..��,. ���:.:�. ��-3i2 FS �m���1 setvices ConfactPerson 8 Phone: STEPHANIE-CON'fRACTSER 66904 Must Be on Council Agemfa by (Date): CoMredType: RE�2ESOLUIION 09-I�AAR-W � ' Assign Nnmber For Routing Order Green Sheet NO: 3030000 0 �mancialServirca I Sfeo6anie-280CH I 1 rviees Smit6-7 2 LLo e r- 3 oCs 4 aa ' CH 5 6 ' Servi Total# oS Signature Pages ,(C{ip NI LocationsSor Signature) Acfion Requested: Execute Joint Powers Agreement with Minneapolis, He�epin CowTy and Ramsey Count for Central Certificarion Services Personal5ervice Contracts MustMswerthe Planning Commission �, �{ys this persoNfirm e� woiiced under a contract for this depa�tment? Ci6 Committee Yes No Ciwi Seitice Commission 2. Has this persorJfirtn e�er been a city employee? Yes f�b 3. Does this personlfiRn possess a skill rat namally possessed by any cu�rent city ampbyee? Yes No Explain all yes answers on separate sheet and aNach to green sheet Initiating Problem, lssues, Opportunity (1Nho, Wha; When, Where, Why): Advantages MApprovetl: Oisadvantages B Approved: Disadvanqges If Not Approved: T'ansacUOn: Funding Source: Financial Infiormation: (Explain) Fees from Participants CosHRevenue Budgeted: Y Activiry Number: 124-11254 March 29, 2006 11:12AM Page 1 ��IJiseD ���'/o� � Joint Powers Agreement Among ��d Saint Paul, Minneapolis, Hennepin County and Ramsey County ("The Collaboratitve") This Agreement is made and entered into pursuant to Minnesota Stahxtes § 471.59, between the City of Saint Paul, the City of Minneapolis, Hennepin County, and Ramsey County, hereinafter collectively known as "the Collaborative." WHEREAS, Each member of the Collaborative operates its own Business Assistance Program serving small business enterprises ("SBEs"), and/or minority-owned businesses ("MBEs"), and/or women-owned businesses ("WBEs"); and WHEREAS, The members of the Collaborative have been jointly implementing a central certification program as a component of their Business Assistance Programs since November, 1998; and WHEREAS, On April 6, 2004, the Collaborative members executed a Joint Powers Agreement ("JPA") to operate the central certification program intemally and to expand the scope of shazed activities beyond certification for an initial one-yeaz term commencing January 1, 2004, with an automatic tweive-month renewal; and WHEREAS, the JPA expired on December 31, 2005; and WHEREAS, Certified businesses save time and resources by the elimination of duplicate certification services, and Collabarative members agree that having a single certification process would benefit the business community. NOW, THEREFORE, the Collaborative members agree as follows: I. Purpose The purpose of this Joint Powers Agreement is to describe the Collaborative organization, including the roles and responsibilities of each Collaborative member. II. Definitions Additional Member means an organization that becomes a member of the Collaborative that is not an Initial Member, as defined in this section. Appeals Board means the individual or individuals that considers and makes a final decision regarding an appeal to the certification decision of the Lead Agency. Business Assistance Program means the collection of programs and activities adopted by a Collaborative member to provide various technical or financial, or educational and /or other kinds of assistance to businesses within the Marketplace. Central Certification Program Policies and Procedures Manual ("the Manual") means the set of policies and procedures adopted by the members of the Collaborative for determining whether a business meets the eligibility requirements to participate in the individual Business JPA for Certification 2006 o�-��a Assistance Programs of each Collaborative member. The Manual, as it may be amended by the Executive Committee, is incorporated herein and made a part of tlus Agreement by reference. Certification means completion of the process outlined in the Manual, resulting in an applicant becoming a Certified Vendor. Certifzed Yendor means a business that has successfully completed the Certification or Recertification process and has been given a designation as a SBE, or MBE, or WBE. Col[aborative means the governmental entities that have executed this Agreement subject to changes through withdrawal and addition of inembers as pernutted under this Agreement. Decertification means completion of the process outlined in the Manual, resulting in a business losing its status as a Certified Vendor. Executive Committee means the committee established pursuant to this Agreement with the duties and responsibilities as set forth in this Agreement. Initial Member means one of the original signatories to this Agreement, Hennepin County, Ramsey County, the City of Minneapolis, and the City of Saint Paul. LeadAgency means the Collaborative member designated to implement and manage the activities in the Collaborative Work Plan and to serve as its fiscal agent. Markefplace means the azea where vendors from whom the Collaborative members primarily do business aze located, as agreed upon by the Collaborative Members through resolution, ordinance, rule, or regulation. Members means Initial Members and Additional Members On-Site means a visit to the appiicant's principal place of business for purposes of evaluating an applicant's eligibility to become a Certified Vendor. Recertification means completion of the process outlined in the Manual, resulting in a company maintaining its staxus as a Certified Vendor. Small Business Enterprise, Minority-Owned Business Enterprise, and Woman-Owned Business Enterprise or SBE, MBE, WBE means a business that meets the requirements and definitions agreed upon by the Collaborative members through resolution, ordinance, rule, or regulation. Substantially Similar means meeting most of the materiai provisions of the definitions of Mazketplace, Minority-Owned Business Enterprise, Small Business Enterprise, and Woman- Owned Business Enterprise; the required length of time in business for eligible vendors; company size; and the applicable classification system for products ar services as contained in the Manual. JPA for Certification 2006 �-31d, Vendor Certifuation Database ("the Database") means the database of all SBEs, MBEs and WBEs who make or have made Certification application requests or Recer[ification application requests which is maintained by the Lead Agency through use of the Softwaze. Vendor Certijzcation Software ("the Softwaze") means the application softwaze developed for the Collaborative by an independent contractor under a sepazate Agreement, which is owned by the Collaborative members. Work Plan means the set of activities to be undertaken by the Collaborative, including those to be performed by the Lead Agency, as mutually agreed upon and adopted by the Executive Committee on an annual basis. III. Collaborative Organizational Description A. Purpose The activities of the Collaborative as described in this Agreement aze intended to supplement, but not be a substitute for, the activities and Business Assistance Programs of each Collaborative member. The primary purpose of the Collaborative is to jointly engage in activities that accomplish the following goals: 1. To maximize the benefits provided to SBEs, MBEs, and/or WBEs within the resources available from the Collaborative Members; 2. To better focus Certifcation and outreach efforts on contracting areas that offer the best potential fit with the available Certified Vendors; 3. To leverage Collaborative resources with various community partners to better accomplish the goals of the Business Assistance Programs of the individual Collaborative Members. 4. To jointly implement outreach strategies to recruit, train, and inform SBEs, MBEs, and/or WBEs, about contracting opportunities available with Collaborative Members. 5. To offer Certification services to businesses in the Marketplace on a"one-stop shopping" basis to increase the participation in each Member's Business Assistance Program. B. Membershio in Collaborative 1. Any "governmental unit," as defined in Minnesota Statutes § 471.59, is eligible to become an Additional Member of the Collaborative and may do so foliowing approval of the Executive Committee and upon execution of a copy of this Agreement by the governmental unit's authorized representatives. Additional Members may be added at any time. 2. Initial Members of the Coilaborative are the City of Saint Paul, the City of Minneapolis, Hennepin County, and Ramsey County. 3. If the Executive Committee approves an Additional Member, the proposed Additional Member shall be responsible for any extraordinary one-time costs incurred to incorporate the Additional Member into the Database and the Collaborative Program written materials. JPA for Certification 2006 Z� 3�� 4. The Executive Committee shall have the authority to permit other organizations to become Additional Members of the Collaborative. Such organi�aUOns shall bave none of the voting or other rights of the Initial Members but shall be entitled to obtain services provided to the Collaborative Members under this Agreement at a cost to be deternuned by the Executive Committee. 5. Initial Members have the following rights: a. to designate one individual to serve on the Executive Committee; b. to be designated as the Lead Agency; c. to convene an Executive Committee meeting as needed; d. to assist in the development of the annual Work Plan; and, e. to participate fully in the activities of the Collaborative. C. Executive Committee 1. Upon the commencement of this Agreement, the Initial Members shall each designate an individual to serve on the Executive Committee. 2. The Executive Committee shall perform such duties as aze necessary to carry out the purpose and goals described herein, including, but not limited to: a. adopt an annual Work Plan by the end of the first quarter of each year, which sha11, upon adoption, become a part of this Agreement by reference. Such Wark Plan may be modified as needed during the year by the Executive Committee; b. oversee the implementation of the Work Plan by reviewing quarterly reports or other updates; c. designate, on an annual basis, one of the Initial Members to serve as the Lead Agency for the Collaborative; d. serve as the Appeals Board or designate one or more individuals to perform this function, for Certification and Recertification actions performed by the Lead Agency; e. adopt and modify Collaborative policies and procedures. 3. The Executive Committee sha11 meet at least quarterly and may conduct its business in person, via teleconference, or via other electronic means. 4. Each Executive Committee member sha11 have one vote. 5. Decisions of the Executive Committee shall be by majority vote of the Executive Committee members in attendance, provided a quonun is present. A quonun sha11 consist of three-fourths of the members of the Executive Committee. 6. Each Additional Member of the Collaborative shall designate a voting representative to the Executive Committee. D. Lead A¢encv 1. The Lead Agency shall perform and/or oversee the activities assigned to it in the Work Plan. JPA for Certification 2006 �-3 ) a, 2_ In the event that the Lead Agency determines that it is unable to perform one or more activities in the Work Plan due to an unanticipated increase in other Lead Agency acfivities included in the Work Pian or costs, a reduction in funding by the Members, or other unforeseen circumstances, the Lead Agency shall notify the other members of the Executive Committee as soon as possible. The Executive Committee shall meet within 10 days of such norification to detennine a course of action and to adjust the Work Plan as may be necessary. IV. Collaborative Activifies The Collaborative may annually undertake a range of activities to accomplish the goals described in Section III of this Agreement. Specific activities to be performed by one, some, or a11 Members or by the Lead Agency shall be agreed upon by the Executive Committee and incorporated into the Work Plan. These activities may include but are not limited to the following. A. Central Certification 1. Perform Certification and Recertification in accordance with the Manual. 2. If applications for Certification and/or Recertification exceed the Lead Agency's ability to process all of them, complete Certification and Recertification services in accordance with the list of priority commodity or service areas by mutual agreement of the Executive Committee. 3. Incorporate On-Site inspections into the Certification process on an as-needed basis, using the criteria described in the Manual. 4. Accept businesses that have been certified as SBEs, MBEs, or WBEs by another entity where the certification criteria are Substantially Similar to the vendor Certification criteria adopted by Collaborative members for Certification. B. Information and Outreach l. Maintain and manage a unique web site for the Collaborative to provide information about the Certification process, Certified Vendors, upcoming solicitation opportunities by Collaborative members, and other Collaborative activities. 2. Implement informational sessions and training programs to help certified vendors participate in the contracting opportunities available from Collaborative Members. 3. Participate in trade shows, vendor expos, and other activities to share information about Certification for the Collaborative and Collaborative Member contracting opportunities. 4. Provide information about Certification and other Collaborative activities to various local publications, newsletters, and web sites. C. Other activities as may be mutually agreed upon by the Executive Committee and as resources permit. JPA for Certification 2006 � 31a, V. Responsibilifies A. Responsibilities of Collaborative Members Each Collaborative Member shall be responsibie for the following: 1. Determining priority commodity and service areas for Certification for its individual jurisdiction; 2. Designating a contact person to work with the Lead Agency to handle day-to-day questions and issues that may arise; 3. Providing updates on contracting opporhuiities and needs for Certified Vendors to the Lead Agency and other Members; 4. Maintaining and distributing copies of Collaborative informational materials and application forms; 5. Contributing information for shared reporting, public outreach, the website and other purposes; 6. Notifying other Collaborative Members of the status of and changes in its Business Assistance Program to the degree that such changes affect the stnxcture of the Collaborative or the Wark Pian; 7. Making timely payment to the Lead Agency of the Member's share of costs to finance the activities in the Work Plan as identified in the annual budget. B. Resoonsibilities of the Lead A eg ncv 1. The Lead Agency sha11 have the authority and responsibility to undertake such Lead Agency activities as aze identified in the Work Plan. 2. In order to carry out its responsibilities under the Work Plan, the Lead Agency sha11 provide or perform and may incur costs for the following: a. hiring staff or interns or executing contracts with outside contractors as may be needed to implement the Wark Plan; b. monitoring and managing staff or contractors who aze responsible for implementing the Work Plan, including the Certification/Recertification process, On-Site inspections, maintaining the Database and/or maintaining the web site; c. serving as the Fiscal Agent for the Collaborative which shall include proposing and managing the approved budget for Lead Agency services, issuing invoices, collecting fees for services, and making authorized payments on behalf of the Collaborative; d. maintaining books, records, Collaborative information materials, and other documents related to the implementation of Lead Agency activities set forth in the Work Plan; e. serving as a central point of contact for public inquiries on behalf of the Collaborative; f. providing quarterly reports to the Executive Committee on the status of spending and activity against the Work Plan to include, but not be limited to, how many JPA for Certification 2006 0(0 � a. Certification and Recertification decisions were upheld or overturned by the Executive Committee upon appeal; and g. upon written request from a Collaborative Member, provide reports derived from the Database within 48 hours following the request. 3. The Lead Agency shall norify the Executive Committee of any appeals within the timeframe specified in the Manual; provide the Executive Committee with copies of each appeal and the certification file for the appellant; convene a meeting with the appellant and the Executive Coxnxnittee or other appointed individual(s) to hear the appeal; and provide the appellant with written notification of the Executive Committee's decision within a reasonable timeframe. 4. The Lead Agency sha11 have the ability to offer additional, optional services to individual Collaborative Members beyond those described in this Agreement and the Work Plan. Such additional services will be mutually agreed upon by the Lead Agency and the individual Collaborative Member and contained in a separate Agreement. VI. Costs and Payments A. Costs 1. All costs contained in an approved Work Plan budget shall be shared among all Collaborative Members. The Executive Committee may, however, identify other sources of funding to support Collaborative activities, such as fees charged to non-members, and may use these revenues to reduce the costs to the Members. 2. The cost of any additional, optional services provided by the Lead Agency shall be the responsibility of those Collaborative Members requesting the services and is beyond the scope of this Agreement. B. Pavment 1. The Lead Agency sha11 invoice each Collaborative Member quarterly for its share of the Work Plan budget. 2. Each Collaborative Member shall make payment to the Lead Agency as soon as reasonably possible after receipt of the invoice, but no 1 ater than 30 days from such receipt. 3. Other Collaborative Members shall not be liable for the failure of any Collaborative Member to pay for Lead Agency services for which it is invoiced in accordance with the Work Plan budget. 4. Disputes and payment of late charges shall be governed by the provisions of Minn. Stat. § 471.425. 5. In the event that a Collaborative Member's governing body fails to appropriate adequate funds to meet its budget obiigations, the Collaborafive Member shall notify the other Collaborative Members as soon as possible, but within 30 days of the appropriation decision. If the Collaborative Member elects to withdraw from the Collaborative in accordance with the JPA for Certification 2006 � 31� provisions of this Agreement, the Collaborative Member shall be responsible for its share of costs up to the date of withdrawal from the Collaborative. VII. Software, Files, Records A. Each of the Initial Members has full and complete ownership in the Softwaze and Database, to the source code for such Software, and to all documentation for ihe Software. B. Neither the Lead Agency nor any individual Collaborative member may give a license to use the Softwaze or Database to any Additional Members or non-members of the Collaborative without prior written authorization of the Executive Committee C. Neither the Lead Agency nor any individual Initial Member may sell or transfer any interest in the Softwaze or Database without the prior written authorization of the Executive Committee. D. All records, including any databases created in relation to the subject matter of this Agreement, shall at all times be the property of the Initial Members. E. Each agreement between an independent contractor and the Lead Agency shall contain a provision that states that the contractor shall maintain and store Collaborative records and files in accordance with Minn. Stat §138.17, Minn. Stat. §15.17, and Minnesota Statutes Chapter 13. F. Each agreement between an independent contractor and the Lead Agency shall contain a provision that states that all information gathered by the contractor in the course of providing services is the property of the Collaborative Members and not the contractor, and that the information may not be sold, reproduced, or otherwise disseminated or transmitted in whole or in part without the prior written authorization of the affected Collaborative Members. VIII. Miscellaneous A. Term. The term of this Agreement is the period from January l, 2006 through December 31, 2006. The term shall automatically renew for additional twelve-month periods, up to a total of four renewals, unless a majority of the Collaborative Members withdraws or the Collaborative is dissolved as described in this Agreement. B. Hold Hannless and Indemnification. Each Collaborative Member agrees that it will be responsible for the acts or omissions of its officials, agents, and employees, and the results thereof, in carrying out the terms of this Agreement, to the extent authorized by law and shall not be responsible for the acts/omissions of the other Collaborative Members and the results thereof. The liability of each Collaborative Member shall be governed by applicable provisions of the Minnesota Torts Claims Act, Minnesota Statutes Chapter 466, and other applicable state and federal laws, including common law. Each Collaborative Member agrees to defend, hold harmless, and indemnify other Coilabarative Members, their officials, agents, and employees, from any liability, loss, or damages the other Collaborative Members may suffer or incur as a result of demands, claims, JPA for Certification 2006 �l0 3 y�- judgments, or costs arising out of or caused by the indemnifying Member's negligence in the performance of its respective obligations under this Agreement. This provision shall not be construed nor operate as a waiver of any applicable lunitation of liability, defenses, immunities, or exceptions by statute or common law. In the event of any claims or actions filed against the Collaborative and/or any individual Collaborative member for any of the activities for which the Collaborative is responsible, nothing in this Agreement shall be construed to allow a claimant to obtain sepazate judgments or stack separate statutory liability caps from the Collaborative and/or individual Collaborative members. The Collaborative is intended as a separate liability entity which limits the liability of the individual Collaborative members and the Collaborative as a whole. C. Assi¢nment. No party to this Agreement shall assign, delegate or transfer any rights or obligations under this Agreement without prior written consent of the other parties. D. Amendment. Any amendment or modification to this Agreement shall be in writing and shall not be effective until executed by a11 parties to this Agreement. E. Entire Agreement. This Agreement contains the entire Agreement between the parties with regard to the matters set forth herein. F. Withdrawal. A Collaborative Member may withdraw from the Collaborative upon 60 days written notice to all other Collaborative Members. A withdrawing Collaborative Member shall meet all of its responsibilities up to the date of withdrawal. G. Termination. This Agreement shall terminate: 1. upon written agreement of all then-current Collaborative Members; 2. by operation of law or court order; or 3. when there aze no more than two Collaborative Members. H. Dissolution. The Collaborative shall dissolve upon action by authorized representatives of a majority of the then-current Collaborative Members. JPA for Certification 2006 a�3)a. IN WITNESS WHEREOF, the City of Saint Paul, the City of Minneapolis, Hennepin County, and Ramsey County have executed this Agreement on the dates indicated below. City of Saint Paul Executed: Director, Office of Financial Services Mayor Christopher B. Coleman or Designee Date: Approved as to form: Assistant City Attomey Funding: 124-11254 Manager, Contract and Analysis Services JPA for Certification 2006 10 a� 31 �. City of Minneapolis: Approved: By: Department Head Responsible for Conh�act Monitoring for this Contract Date: Approved: By: Finance Officer or designee Approved as to form: � Assistant City Attorney JPA for Certification 2006 1 I o� 3 �� Hennepin County Reviewed by the County Attomey's office Assistant County Attorney Date: COUNTY OF HENNEPIN STATE OF MINNESOTA : Chair of Its County Boazd ATTEST: Deputy/Clerk of County Board �� Assistant/Deputy/County Administrator JPA for Certification 2006 12 D1��3 �a Ramsey county Victoria Reinhazdt, Chair Ramsey County Boazd of Commissioners Bonnie Jackelen, Chief Clerk Ramsey County Board of Commissioners Date: Approval Recommended: David Twa, County Manager Approved as to form and insurance: Assistant County Attorney Funds are available: Account Number: Budgeting and Accounting 7PA for Certification 2006 13 ���3�Z Joint Powers Agreement Among Saint Paul, Minneapolis, Hennepin County and Ramsey County ("The Collaborative") This Agreement is made and entered into pursuant to Mimiesota Statutes § 471.59, between the City of Saint Paui, the City of Minneapolis, Hennepin County, and Ramsey County, hereinafter collectively known as "the Collaborative." WHEREAS, Each member of the Collaborative operates its own Business Assistance Program serving small business enterprises ("SBEs"), and/or minority-owned businesses ("MBEs"), and/or women-owned businesses ("WBEs"); and WHEREAS, The members of the Collaborative have been joinUy impiementing a central certification program as a component of their Business Assistance Programs since November, 1998; and WHEREAS, On April 6, 2004, the Collaborative members executed a Joint Powers Agreement ("JPA") to operate the central certification program internally and to expand the scope of shared activities beyond certification for an initial one-year term commencing January 1, 2004, with an automatic twelve-month renewal; and WHEREAS, the JPA expired on December 31, 2005; and WHEREAS, Certified businesses save time and resources by the elimination of duplicate certification services, and Collaborative members agree that having a single certification process would benefit the business community. NOW, THEREFORE, the Collaborative members agree as follows: I. Purpose The purpose of this Joint Powers Agreement is to describe the Collaborative organization, including the roles and responsibilities of each Collaborative member. II. Definitions Appeals Board means the individual or individuals that considers and makes a final decision regarding an appeal to the certification decision of the Lead Agency. Business Assistance Program means the collection of programs and activities adopted by a Collaborative member to provide various technical or financial, or educational and /or other kinds of assistance to businesses within the Marketplace. Central Certification Program Policies and Procedures Manual ("the Manua1") means the set of policies and procedures adopted by the members of the Collaborative for determining whether a business meets the eligibility requirements to participate in the individual Business Assistance Programs of each Collaborative member. The Manual, as it may be amended by the Executive Committee, is incorporated herein and made a part of this Agreement by reference. JPA for Certification 2006 1 of 13 b� ��1� Certification means completion of the process outlined in the Manual, resulting in an applicant becoming a Certified Vendor. Cerlifzed Yendor means a business that has successfully compieted the Certification or Recertification process and has been given a designation as a SBE, or MBE, or WBE. Collaborative means the govemmental entities that have executed this Agreementi subject to changes through withdrawal and addition of inembers as pernutted under this Agreement. Decertifzcation means completion of the process outlined in the Manual, resulting in a business losing its status as a Certified Vendor. Executive Committee means the committee established pursuant to this Agreement with the duties and responsibilities as set forth in this Agreement. Lead Agency means the Collaborative member designated to implement and manage the activities in the Collaborative Work Plan and to serve as its fiscal agent. Markefplace means the azea where vendors from whom the Collaborative members primarily do business are located, as agreed upon by the Collaborative Members through resolution, ordinance, rule, or regulation. On-Site means a visit to the appiicant's principal place of business for purposes of evaluating an applicant's eligibility to become a Certified Vendor. Recertification means completion of the process outlined in the Manual, resulting in a company maintaining its status as a Certified Vendor. Smal[ Business Enterprise, Minority-Owned Business Enterprise, and Woman-Owned Business Enterprise or SBE, MBE, WBE means a business that meets the requirements and definitions agreed upon by the Collaborative members through resolution, ordinance, rule, or regulation. Substantially Similar means meeting most of the material provisions of the definitions of Mazketplace, Minority-Owned Business Enterprise, Small Business Enterprise, and Woman- Owned Business Enterprise; the required length of time in business for eligible vendors; company size; and the applicable classification system for products or services as contained in the Manual. Vendor Certification Database (°the Database") means the database of all SBEs, MBEs and WBEs who make or have made Certification applicarion requests or Recertification application requests which is maintained by the Lead Agency through use of the Software. Vendor Certification Software ("the Softwaze") means the application software developed for the Collaborative by an independent contractor under a separate Agreement, which is owned by the Collaborative members. JPA for Certification 2006 2 of 13 ��-� �2 Work Plan means the set of acrivities to be undertaken by the Collaborative, including those to be perforxned by the Lead Agency, as mutually agreed upon and adopted by the Executive Committee on an annual basis. III. Collaborative Organizational Description A. Purpose The activiries of the Collaborative as described in this Agreement are intended to supplement, but not be a subsritute for, the activities and Business Assistance Programs of each Collaborative member. The primary purpose of the Collaborative is to jointly engage in activities that accomplish the following goals: 1. To maximize the benefits provided to SBEs, MBEs, and/or WBEs within the resowces available from the Collaborative members; 2. To better focus Certification and outreach efforts on contracting areas that offer the best potential fit with the available Certified Vendors; 3. To leverage Collaborative resources with various community partners to better accompiish the goals of the Business Assistance Programs of the individual Collaborative members. 4. To jointly implement outreach strategies to recruit, train, and inform SBEs, MBEs, and/or WBEs, about contracting opportunities available with Collaborative members. 5. To offer Certification services to businesses in the Marketplace on a"one-stop shopping" basis to increase the participation in each member's Business Assistance Program. B. Membership in Collaborative 1. Any "governmental unit," as defined in Minnesota Statutes § 471.59, is eligible to become a member of the Collabarative and may do so following approval of the Executive Committee and upon execution of a copy of this Agreement by the govemmental unit's authorized representatives. Members may be added at any time. 2. Initial members of the Collaborative aze the City of Saint Paul, the City of Minneapolis, Hennepin County, and Ramsey County. 3. If the Executive Committee approves an additional member, the proposed additional member shall be responsible for any extraordinary one-time costs incurred to incorporate the additional member into the Database and the Collaborative Program written materials. 4. The Executive Committee shall have the authority to permit other organizations to become partial participants of the Collaborative. Such organizations sha11 have none of the voting or other rights of the initial members but shall be entitled to obtain services provided to the Collaborative members under this Agreement at a cost to be determined by the Executive Committee. JPA for Certification 2006 3 of 13 o���i� 5. Initial members have the following rights: a to designate one 9ndividual to serve on the Execurive Committee; b. to be designated as the Lead Agency; c. to convene an Executive Committee meeting as needed; d. to assist in the development of the annual Work Plan; and, e. to participate fully in the activities of the Collaborative. C. Executive Committee 1. Upon the commencement of this Agreement, the initial members shall each designate an individual to serve on the Executive Committee. 2. The Executive Committee sha11 perform such duties as are necessazy to carry out the purpose and goals described herein, including, but not limited to: a. adopt an annual Work Plan by the end of the first quarter of each year, which shall, upon adoption, become a part of this Agreement by reference. Such Work Plan may be modified as needed during the year by the Executive Committee; b. oversee the implementation of the Work Plan by reviewing quarterly reports or other updates; c. designate, on an annual basis, one of its members to serve as the Lead Agency for the Collaborative; d. serve as the Appeals Board or designate one or more individuals to perform this function, for Certification and Recertification actions performed by the Lead Agency; e. adopt and modify Collaborative policies and procedwes. 3. The Executive Committee shall meet at least quarterly and may conduct its business in person, via teleconference, or via other electronic means. 4. Each Executive Committee member shall have one vote. 5. Decisions of the Executive Committee shall be by majority vote of the members in attendance, provided a quorum is present. A quorum shall consist of three-fourths of the members of the Executive Committee. 6. Each new member of the Collaborative shall designate a representative to the Executive Committee upon execution of this Agreement. D. Lead A�y 1. The Lead Agency shall perform and/or oversee the activities assigned to it in the Work Plan. 2. In the event that the Lead Agency determines that it is unable to perform one or more activities in the Work Plan due to an unanticipated increase in other Lead Agency activities included in the Work Plan or costs, a reduction in funding by the Members, or other unforeseen circumstances, the Lead Agency sha11 notify the other members of the Executive Committee as soon as possible. The Executive Committee shall meet within 10 days of such notification to determine a course of action and to adjust the Work Plan as may be necessary. JPA for Certification 2006 4 of 13 �1�-31� IV. Collaborafive Acfivifies The Collaborative may annualiy undertake a range of activities to accomplish the goals described in Section III of this Agreement. Specific activities to be performed by one, some, or a11 Members or by the Lead Agency shall be agreed upon by the Executive Committee and incorporated into the Work Plan. These activities may include but aze not limited to the following. A. Central Certification 1. Perform Certification and Recertification in accordance with the Manual. 2. If applications for Certification and/or Recertification exceed the Lead Agency's ability to process all of them, compiete Certification and Recertification services in accordance with the list of priority commodity or service areas by mutual agreement of the Executive Committee. 3. Incorporate On-Site inspections into the Certification process on an as-needed basis, using the criteria described in the Manual. 4. Accept businesses that have been certified as SBEs, MBEs, or WBEs by another entity where the certification criteria are Substantially Similaz to the vendor Certification criteria adopted by Collaborative members for Certification. B. Information and Outreach 1. Maintain and manage a unique web site for the Collaborative to provide information about the Certification process, Certified Vendors, upcoming solicitation opportunities by Collaborative members, and other Collaborative activities. 2. Implement informational sessions and training programs to help certified vendors participate in the contracting opportunities available from Collaborative members. 3. Participate in trade shows, vendor expos, and other activities to share infornnation about Certification for the Collaborative and Collaborative member contracting opportunities. 4. Provide information about Certification and other Collaborative activities to vazious local publications, newsletters, and web sites. C. Other activities as may be mutually agreed upon by the Executive Committee and as resowces permit. V. Responsibilities A. Responsibilities of Collaborative Members Each Collaborative member shall be responsible for the following: l. Determining priority commodity and service areas for Certification for its individual jurisdiction; 2. Designating a contact person to work with the Lead Agency to handle day-to-day questions and issues that may arise; JPA for Certification 2006 5 of 13 ��- �`� 3. Providing updates on contracting opportunities and needs for Certified Vendors to the Lead Agency and other Members; 4. Maintaining and distributing copies of Collaborative informational materials and application forms; 5. Contributuig information for shared reporting, public outreach, the website and other purposes; 6. Notifying other Collaborative members of the status of and changes in its Business Assistance Program to the degree that such changes affect the structure of the Collaborative or the Work Plan; and 7. Making timely payment to the Lead Agency of the member's share of costs to finance the activities in the Work Plan as identified in the annual budget. B. Responsibilities of the Lead Aeencv 1. The Lead Agency shall have the authority and responsibility to undertake such Lead Agency activities as are identified in the Work Plan. 2. In order to carry out its responsibilities under the Work Plan, the Lead Agency shall provide or perform and may incur costs for the following: a. hiring staff or interns or executing contracts with outside contractors as may be needed to implement the Work Plan; b. monitoring and managing staff or contractors who are responsible for implementing the Work Plan, including the Certification/Recertification process, On-Site inspections, maintaining the Database and/or maintaining the web site; c. serving as the Fiscal Agent for the Collaborative which sha11 include proposing and managing the approved budget for Lead Agency services, issuing invoices, collecting fees for services, and making authorized payments on behalf of the Collaborative; d. maintaining books, records, Collaborative information materials, and other documents related to the implementation of Lead Agency activities set forth in the Work Plan; e. serving as a central point of contact for public inquiries on behalf of the Collaborative; f. providing quarteriy reports to the Executive Committee on the status of spending and activity against the Work Plan to include, but not be limited to, how many Certification and Recertification decisions were upheld or overturned by the Executive Committee upon appeal; and g. upon written request from a Collaborative member, provide reports derived from the Database within 48 hours following the request. 3. The Lead Agency shall nofify the Executive Committee of any appeals within the timeframe specified in the Manual; provide the Executive Committee with copies of each appeal and the certification file for the appellant; convene a meeting with the appellant and the Executive Committee to hear the appeal; and provide the appellant with written notification of the Executive Committee's decision within a reasonable timeframe. JPA for Certification 2006 6 of 13 0� �31�z 4. The Lead Agency shall have the ability to offer additional, optional services to individual Collaborative members beyond those described in this Agreement and the Work Plan. Such additional services will be mutually agreed upon by the Lead Agency and the individual collaborative member and contained in a sepazate Agreement. VI. Costs and Payments A. Costs 1. Ail costs contained in an approved Work Plan budget shall be shazed among all Collaborative members. The Executive Committee may, however, identify other sources of funding to support Collaborative activities, such as fees chazged to non-members, and may use these revenues to reduce the costs to the members. 2. The cost of any additional, optional services provided by the Lead Agency shall be the responsibility of those Collaborative members requesting the services and is beyond the scope of this Agreement. B. Pavment 1. The Lead Agency shall invoice each Collaborative member quarterly for its shaze of the W ork Plan budget. 2. Each Collaborative member shall make payment to the Lead Agency as soon as reasonably possible after receipt of the invoice, but no 1 ater than 30 days from such receipt. 3. Other Collaborative members shall not be liable for the failure of any Collaborative member to pay for Lead Agency services for which it is invoiced in accordance with the Work Plan budget. 4. Disputes and payment of late charges shall be governed by the provisions of Minn. Stat. § 471.425. 5. In the event that a Collaborative member's governing body fails to appropriate adequate funds to meet its budget obligations, the Collaborative member shall notify the other Collaborative members as soon as possible, but within 30 days of the appropriation decision. If the Collaborative member elects to withdraw from the Collaborative in accordance with the provisions of this Agreement, the Collaborative member sha11 be responsible for its shaze of costs up to the date of withdrawal from the Collaborative. VII. Software, Files, Records A. Each of the Collaborative members has full and complete ownership in the Software and Database, to the source code for such Softwaze, and to all documentation for the Software. B. Neither the Lead Agency nor any individual Collaborative member may give a license to use the Software or Database to non-members of the Coliaborative without prior written authorization of the Executive Committee. JPA for Certification 2006 7 of 13 b��31� C. Neither the Lead Agency nor any individual Collaborative member may sell or transfer any interest in the Software or Database without the prior written authorization of the Executive Committee. D. All records, including any databases created in relation to the subj ect matter of this Agreement, shall at all times be the property of the Collaborative members. E. Each agreement between an independent contractor and the Lead Agency shall contain a provision that states that the contractor shall maintain and store Collaborative records and files in accordance with Minn. Stat §138.17, Minn. Stat. §15.17, and Minnesota Statutes Chapter 13. F. Each agreement between an independent contractor and the Lead Agency shall contain a provision that states that all information gathered by the contractor in the course of providing services is the property of the Collaborative members and not the contractor, and that the information may not be sold, reproduced, or otherwise disseminated or transmitted in whole or in part without the prior written authorization of the affected Collaborative members. VIII. Miscellaneous A. Term. The term of this Agreement is the period from January 1, 2006 through December 31, 2006. The term sha11 automatically renew for additional twelve-month periods, up to a total of four renewals, unless a majority of the Collaborative members withdraws or the Collaborative is dissolved as descrlbed in this Agreement. B. Hold Harmless and Indemnification. Each Collaborative member agrees that it will be responsible for the acts or omissions of its officials, agents, and employees, and the results thereof, in carrying out the terms of this Agreement, to the extent authorized by law and shall not be responsible for the acts/omissions of the other Collaborative members and the results thereof. The liability of each Collaborative member shall be governed by applicable provisions of the Minnesota Torts Claims Act, Minnesota Statutes Chapter 466, and other applicable state and federal laws, including common law. Each Collaborative member agrees to defend, hold harmless, and indemnify other Collaborative members, their officials, agents, and employees, from any liability, loss, or damages the other Collaborative members may suffer or incur as a result of demands, claims, judgments, or costs arising out of or caused by the indemnifying Member's negligence in the performance of its respective obligations under this Agreement. This provision shall not be construed nor operate as a waiver of any applicable limitation of liability, defenses, immunities, or exceptions by statute or common law. C. Assienment. No party to this Agreement shall assign, delegate or transfer any rights or obligations under this Agreement without prior written consent of the other parties. D. Amendment. Any amendment or modification to this Agreement shall be in writing and shall not be effective until executed by a11 parties to this Agreement. JPA for Certification 2006 8 of 13 �l� - 31�z E. Entire Aereement, This Agreement contains the entire Agreement between the parties with regard to the matters set forth herein. F. Withdrawal. A Collaborative member may withdraw from the Collaborative upon 60 days written notice to ail other Collaborative members. A withdrawing Coliaborative member shail meet all of its responsibilities up to the date of withdrawal. G. Termination. This Agreement shall tennivate: 1. upon written agreement of all then-current Collaborative members; 2. by operation of law or court order; or 3. when there are no more than two Coilaborative members. H. Dissolution. The Collaborative shall dissolve upon action by authorized representarives of a majority of the then-current Collaborative members. JPA for Certification 2006 9 of 13 Q �-� )Z IN WITNESS WHEREOF, the City of Saint Paul, the City of Minneapolis, Hennepin County, and Ramsey County have executed this Agreement on the dates indicated below. City of Saint Paul Executed: Director, Office of Financial Services Mayor Christopher B. Coleman or Designee Date: Approved,as to form� � `� _ c�� Assistant ity Attorney Funding: 124-11254 Manager, Contract and Analysis Services JPA for Certification 2006 10 of 13 b l� -31� City of Minneapolis: B Mayor Attest: City Clerk Date: Countersigned: Finance Officer Approved as to form: By: Assistant City Attorney Insurance Approved: Risk Manager JPA for Certification 2006 11 of 13 ���� �� Hennepin County Approved as to form and execution Assistant County Attomey Date: COUNTY OF HENNEPIN STATE OF MINNESOTA : Chair of Its County Boazd ATTEST: Deputy/Clerk of County Board � Assistant/Deputy/County Administrator JPA for Certification 2006 12 of 13 ��-�1Z Ramsey County Victoria Fteinhardt, Chair Ramsey County Boazd of Commissioners Bonnie Jackelen, Chief Clerk Ramsey County Board of Commissioners Date: Approval Recommended: David Twa, County Manager Approved as to form and insurance: Assistant County Attorney Funds aze available: Account Nuxnber: Budgefing and Accounting JPA for Certification 2006 13 of 13