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07-258Council File #��5 6 Green Sheet # 3037 713 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 RESOLUTION OF Presented by PAUL, MINNESOTA � Resolution Approving the Amended and Restated Joint Powers Agreement For the Rush Line Corridor Task Force WHEREAS, +he Rush Line Corridor is defined as the hansitway corridor originating in Saint Paul in Ramsey Counry and extending north from Ramsey Counry through Washington, Chisago, Pine, and Cazlton Counties to Duluth in St. Louvs County; and WIlEREAS, the Rush Line Corridor has significant h�ansportation, safety and land use issues; and WHEREAS, there are opportunities for a variery of multi-modal transportation improvemenu in the corridor, including highway, commuter and freight rail, bus rapid transit, mulri-use paffis andlor recreational trails including bicycle 4ails, and Intelligent Transportarion Systems (ITS); and WHEREAS, there is in existence a Rush Line Corridot Task Force consisting of cities, counries and towns from Saint Paul to Duluth which aze parties to a Soint Powers Agreement and Saint Paul has an oppommity to become a party to an Amended and Restated Joim Powers Agreement; and WI�EREAS, Saint Paul wishes to collaboratively plan for multi-modal transportation improvements to the comdor and for the related land use and development impacts; and WHEREAS, Saint Paul is cominitted to preserving the corridor for future rail transit alternarives; and WHEREAS, the Task Force has completed a uansit study on the Rush Line Corridor, and detemvned that planning for bus, bus rapid transit, and commuter rail in the Rush Line Corridor should continue; and WHEREAS, the Minnesota Department of Transportarion has completed a study of the xestorarion of passenger service &om the Twin Cities to Duluth and the �on Range, and determined that additional analysis should continue; and WI�REAS, Minn. Stat. § 174.80 et seq. grants authority and responsibility to MnlDOT to design, develop, construct, and operate commuter rail in Minnesota and to enter into agreements with joint powers boazds to carry out these responsibilities; and WFIEREAS, the Rush Line Corridor Task Force intends to work collaboratively with MnNOT and the Metropolitan Council for the planniiig and development of commuter rail or other nil or rail beneficial related transit modes in the Rush Line Corridor; and WHEItEAS, it is the desire of the Saint Paul to become a parry to the Amended and Restated 7oint Powers Agreament, attached heTeto; now, theiefoxe be it RESOLVED, that the Council of the City of Saint Paul hereby approves the Amended and Restated Joint Powers A�rzeement for the Rush Line Corrid4r Task Force and authorizes the Council Chau to sign the Amended and Restated Agceement. 41 Requested by Department of: '�'Il G�ovi 61-kr �i —� BY� � ��J���-r-rn�tR-c 3-/3-a�� Form Approved by City Attorney�l � Form � Adoption Certified by Council Secretary BY� //iL Appxoved by a r. Date ,� Q By: � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet � �7 �s 8 MO - MayotsOffice ConWct Person & Phone: Nancy Homans Doc. Type: RESOLUTION E-DOCUment Required: Y Document Contact: CoMact phone: 266-8565 13MAR-07 � Assign Number For Routing Order 7ota1 # of SignaWre Pages _(Clip Att Locations for Signature) Green Sheet NO: 3037713 0 Or•s OfLce �2�. or's Office e arUnent Director , L` ' Attome 3, a or•s OfSce Ma or/Asaeta� 4 oanN 5 � Clerk " Clerk Approve amended and restated Joint Powers Agreement for the Rush Line Corridor Task Force. iaations: npprove (A) or Ke�ect (K): Personal Service Contrects MusY Answer the Following Questions: Planning Commission 1. Has this person/firm ever worked under a contrect for this department? CB CommiNee Yes No Civil Service Commission 2. Has this person/firtn ever been a city employee? Yes Na 3. Does this person/firm posses5 a skill not nortnally possessed by any curtent city employee? Yes No Explain all yes answers on separete sheet and attach to green sheet InRiating Problem, Issues, Opportunity (Who, What, When, Where, Why): Saint Paul has been invited to join the Rush Line Comdor Task Force and parti.cipate in planning for mulri-modal transportation improvements between IJuluth and the Twin Cities. AdvanWges If Approved: Saint Paul will be a full participant in planuing for the Rush Line Corridor, �r�:� i J 2Q�� Disativantages If Approved: �isadvanWges If Not Approved: Planning will proceed without Saint Paul. Transaction: Funding Source: Financial lnformation: (Explain) CoSURevenue eutlgeted: Activ'tty Number: .-�,t;....0 .> . ., � ; ��r ,, .: �� March 13, 2007 1_9_29 AM Page 1 o���� AMENDED AND RESTATED JOINT POWERS AGREEMENT This Amended and Restated 7oint Powers Agreement, hereinafter together with any supplements, amendments, or e�ibits (AGREEMENT) is made and entered into on this day of 200 , by and between ANOKA COUNTY (ANOKA), CARI.TON COUNTY (CARLTON COUNTI�, CHISAGO COUNTY REGIONAL RAILROAD AUTHORITY (CHISAGO), PINE COUNTY (PINE), RAMSEY COUNTY REGIONAL RAILROAD AUTHORITY (RAMSEI�, ST. LOUIS AND LAKE COUNTIES REGIONAL RAILRAOD AUTHORITY (ST. LOUIS/LAKE), WASHINGTON COUNTY REGIONAL RAILROAD AUTHORITY (WASHINGTOl�, the city of ASKOV (ASKOV), the city of ATHINSON (ATKINSOI�, the city of BARNUM (BARNUM), the city of BEROUN (BEROLTl�, the city of BRUNO (BRIJNO), the city of CARLTON (CARLTOI�, the city of CENTERVILLE (CENTERVILLE), the city of CLOQUET (CLOQLTET), the city of DULUTH (DULUTH), the city of DUQUETTE (DUQUETTE), the city of ESKO (ESKO), the city of FINLAYSON (FINLAYSON), the city of FOREST LAKE (FOREST LAKE), the city of GEM LAKE (GEM LAKE), the city of HARNEY (HARNEY), the city of HARRIS (HARRIS), the city of HERMANTOWN (HERMANTQWN), the city of HINCKLEY (FIINCKLEY), the city of HUGO (HCTGO), the city of KERRICK (KERRICK), the city of LINO LAKES (LINO LAKES), the city of LTTTLE CANADA (LITTLE CANADA), the city of MAHTOWA (MAHTOWA), the city of MAPLEWOOD (MAPLEWOOD), the city of MOOSE LAKE (MOOSE LAKE), the city of NORTH BRANCH (NORTH BRANCH), the city of PINE CITY (PINE CITY), the city of PROCTOR (PROCTOR), the city of ROCK CREEK (ROCK CREEK), the city of RUSH CITY (RUSH CITY), the city of RUTLEDGE (RLTTLEDGE), the city of ST. PAUL (ST. PAITL), the Page 1 of 12 o7�s�' city of SANDSTONE (SANDSTONE), the city of STACY (STACI�, the city of STURGEON LAKE (STLIRGEON LAKE), the city of THOMPSON (THOMPSOI�, the city of WHITE BEAR LAKE (WHTTE BEAR LAKE), the city of WILLOW RIVER (WILLOW RIVER), the city of WYONIING (WI'OMING), COLUMBUS TOWNSHIP (COLUMBUS), LENT TOWNSHIP (LENT), 1VICKERSON TOWNSHIP (1VICKERSOI�, RUSHEBA TOWNSHIP (RUSHEBA), WHTTE BEAR TOWNSHIP (WHITE BEAR TOWNSHIP), and WYOMING TOWNSHIP. (WYOMING TOWNSHIP), under the authority of and pursuant to the provisions of Minn. Stat. Chapters 398A and 471.59. WHEREAS, ANOKA, CHISAGO, PINE, RAMSEY, WASHINGTON, FOREST LAKE, HARRIS, HiJGO, LITTLE CANADA, MAPLEWOOD, NORTH BRANCH, RUSH CITY, WHITE BEAR, WYOMING, WHITE BEAR TOWNSHIP, and WYOMING TOWNSHIP entered into a Joint Powers Agreement establishing the Rush Line Corridor Taskforce (TASK FORCE) pursuant to Minn. Stat. §§ 471.59 and 398A.04, subd. 9, said AGREEMENT dated Mazch 31, 1999 and WHEREAS, ANOKA, CAISAGO, PINE, RAMSEY, WASHINGTON, FOREST Lt1KE, HARRIS, HUGO, LTTTLB CANADA, IvIAPLEWOOD, NORTI3 BRANCH, RUSA CITY, WHITE BEAR, WXOMING, WHITE BEAR TOWNSHIP and WYOMING TOWNSHIP desire to amend and restate the 7oint Powers Agreement and include CARLTON COUNTY, ST. LOUISlLAKE, ASKOV, ATKINSON, BARN[JM, BEROUN, BRUNO, CARLTON, CENTERVILLE, CLOQLIET, DULUTH, DUQUETTE, ESKO, FINLAYSON, GEM LAKE, HARNEY, HERMANTOWN, HINCKLEY, KERRICK, LINO LAKES, MAHTOWA, MOOSE LAKE, PINE CITY, PROCTOR, ROCK CREEK, RUTLEDGE, ST. PAUL, SANDSTONE, Page 2 of 12 o� �s� STACY, STURGEON LAKE, THOMPSON, WII,LOW RIVER, COLiTMBUS, LENT, NICKERSON, and RUSHEBA as a party to this AGREBMENT; and WHEREAS, the Rush Line Corridor is defined as the transitway corridor originating in St. Paul in Ramsey County and extending north from Ramsey County through Washington County, Cl�isago County, Pine County, and Carlton County to Duluth in St. Louis County; and WHEREAS, the Rush Line Corridor has significant transportation, safety, and land use issues; and WHEREAS, there are opportunities for a variety of multi-modal transportation improvements in the Rush Line Corridor, including highway, commuter and freight rail, bus rapid transit, multi- use paths andlor recreational trails including bicycle trails, and Tntelligent Transportation Systems (ITS}; and WHEREAS, the parties wish to collaboratively plan for multi-modal transportation improvements to the Rush Line Corridor and for the related land use and development impacts, and WHEREAS, the TASK FORCE has completed a transit study on the Rush Line Corridor, and determined that plamiing far bus, bus rapid transit, and commuter rail in the Rush Line Corridor should continue; and WHEItEAS, the Minnesota Deparnnent of Transportarion (Mn/DOT) has completed a study of the restoration of passenger service from the Twin Cities to Duluth and the Iron Range, and determined that additional analysis should continue; and WHEREAS, Minn. Stat, § 174.80 et seq. grants authority and responsibility to the Mn1DOT to design, develop, conshuct, and operate commuter rail in Minnesota and to enter into agreements with joint powers boards to carry out these responsibilities; and Page 3 of 12 �7 o1.s � WHEREAS, the TASK FORCE intends to work collaboratively with Mn/DOT and the Metropolitan Council for the planning and development of commuter rail or other rail or rail beneficial related transit modes in the Rush Line Corridor; and WIIEREAS, it is the desire of the parties hereto to amend and restate the March 31, 1999, Joint Powers Agreement. NOW, THEREFORE, IN CONSIDERATION OF the mutual promises and covenants herein, the parties hereto agree as follows: ARTICLE 1. DEFINITIONS Unless context otherwise requires, the terms defined in this section shall have the meanings stated herein: 1. Agreement means this Amended and Restated Joint Powers Agreement. 2. Task Force shall mean the Joint Powers body established herein. 3. Financial Member means individually Anoka County, Carlton County, the Chisago County Regional Railroad Authority, Pine County, Ramsey County Regional Railroad Authority, St. L,ouis/Lake Counties Regional Railroad Authority, or Washington County Regional Railroad Authority. 4. Original Signatory shall mean, individually, Anoka County, Chisago County Regional Railroad Authority, Pine County; Ramsey County Regional Railroad Authority, Washington County Regional Railroad Authority, Forest Lake, Harris, Hugo, Little Canada, Maplewood, North Branch, White Bear, Wyoming, White Bear Township, and Wyoming Township. 5. Corridor county populafion means the population within the corridor of each county, with the corridor being defined as one mile on either side of the abandoned and active Burlington Northern Santa Fe (BNSF) railroad corridor in Ramsey County, roughly parallel to Hwy. 61, one mile on either side of the railroad corridor in Duluth, and five miles on either side of the railroad corridor far the non-urbanized portion of the corridor. If a different corridor were selected, the county corridor population would be measured on either side of that corridor instead. Page 4 of 12 o � � s�' ARTICLE 2. PURPOSE The parties have entered into this agreement for the purpose of jointly exercising the powers granted to Regional Railroad Authorities organized under the provisions of Minn. Stat. Ch. 398A, including but not liznited to the acquiring and managing federal, state, and local funding in conjunction with the Minnesota Depariment of Transportation and the Metropolatan Council, and performing any responsibilities delegated by the Commissioner of Transportation subject to the conditions tt�at sufficient funds are received. ARTICLE 3. TERM This AGREEMENT shall be effective (EFFECTNE DATE) when adopted by all ORIGINAL SIGNATORIES. The EFFECTIVE DATE of this AGREEMENT shall be the date on which the last ORIGINAL SIGNATORY approves the AGREEMENT by action of its governing board or council. This AGREEMENT shall remain in full force and effect until terntinated by the partias pursuant to Article 9 of the AGREEMENT. CARLTON COUNTY, ST. LOCJIS/LAKE, ASKOV, ATKINSON, BARNUM, BEROUN, BRL3N�, CARLTON, CENTERVILLE, CLOQUET, DULUTH, DUQUETTE, ESKO, FIIVLAXSON, GEM LA�E, HARNEY, HERMANTOWN, HINCKLEY, KERRICK, LINO LAKES, MAHTOWA, MOOSE LAKE, PIlVE CITY, PROCTOR, ROCK CREEK, RUTLEDGE, ST. PAUL, SANDSTONE, STACY, STURGEON LAKE, THOMPSON, WILLOW RIVER, COLUMBUS, LENT, NICKERSON, and RUSHEBA will become a party to this ACTREEMENT on the later of the date approved by their governing body or the EFFECTIVE DATE herein stated. Provided, however, that if CARI,T�N COUNTY, ST. L�iJIS/LAKE, ASKOV, ATKJNSON, BARNUM, BEROUN, BRUNO, CARLTON, CENTERVILLE, CLOQUET, DULUTH, DUQUETTE, ESKO, FINLAYSON, GEM LAKE, I3ARNEY, HERMANTOWN, HINCKLEY, KERRICK, LINO LAKES, MAHTOWA, MOOSE LAKE, PINE CITY, PROCTOR, ROCK CREEK, RUTLEDGE, ST. PAUL, SANDSTONE, STACY, STURGEON LAKE, THOMPSON, WILLOW RNER, COLUMBUS, LENT, NICKERSON, and RUSHEBA fail to approve the AGREEMENT within one (1) year of the EFFECTNE DATE, they will not become parCies to this AGREEMENT, except by amendment to this AGREEMENT. ARTICLE 4. JOINT POWERS BOARD There is hereby created a Joint Powers Board as a public entity, to be lrnown as the Rush Line Corridor Task Force. The TASK FORCE shall be an entity separate from its member bodies and shall not be deemed an agent or pariner of the member bodies, and the member bodies shall not be liable for the actions of the TASK FORCE. The TASK FORCE shall have full authority to exercise all powers stated herein without approval by the governing body or bodies of any member or members. ARTICLE 5. MEMBER5HIP A. Each party shall appoint one (1) member and one (1) alternate to the TASK FORCE. TASK FORCE members and alternates must be members of the party which appoints them. If a TASK FORCE member ceases to be a member of such party, his or her membership on Page 5 of 12 o� �s�' the TASK FORCE shall cease on the date of cessarion of such membership, and the appointing party shall appoint a new member or alternate. Additional parties may become members of the TASK FORCE by asnendment to this AGREEMENT pursuant to Article 10 hereof. All members of the TASK FORCE will have one (1) vote. B. TASK FORCE membership terxns shall commence on January 15 of a calendaz year and end on January 14 of the next succeeding year, or until a successor is appointed. ARTICLE 6. POWERS OF TASK FORCE The TASK FORCE has such authority as is necessary and proper to make all decisions to cany out its purpose as described in Article 2. Such powers shall be subject to the provisions of Minn. Stat. § 471.59 and will include, but not be limited to, any or all of the following powers to the extent provided by law or not otherwise limited by this AGREEMENT. A. Adopt an annual budget. B. Enter into transactions, including contracts or leases, required in furtherance of this AGREEMENT and statutory mandate, and enforce such transactions to the extent available in equity or at law. The contracting and purchasing requirements of one party designated by the TASK FORCE shall apply hereto. The TASK FORCE may approve any contract relating to this AGREEMENT up to the amount approved in the annual budget, and may authorize the Chair of the TASK FORCE to execute those contracts. C. Adopt by-laws and any amendments consistent with this AGREEMENT required for the exercise of the powers and purposes stated in this AGREEMENT. The by-laws may provide for the appointment of ex officio, non-voting members to the TASK FORCE by the TASK FORCE. D. Apply for and accept gifts, grants, loans of money, other property, or assistance on behalf of the contracting parties from the United States government, the State of Minnesota, or any person, association, or agency for any of its purposes, including any grant which may be available, enter into any agreement in connection therewith, and hold, use and dispose of such money, other property, and assistance in accordance with the terms of the gifts, grants, or loans relating thereto. E. Acquire and hold such real and personal property as may be required to accomplish the purposes of this AGREEMENT and, upon termination of this AGREEMENT, make distribution of such property as is provided for in this AGREEMENT. F. Employ agents and employees, and to fix the compensation and all other terms and conditions of employment thereof. Page 6 of 12 07 �s�' G. Incur debts, liabilities, or obligations, which do not consritute a debt of any of the parties. The 3oint Powers Board does not have authority to incur debts, liabilities, or obligations, which consritute a debt of any of the parties. H. Sue and be sued in its own name. All powers granted herein shall be exercised by the TASK FORCE in accordance with the legal requirements applicable to the rea onal railroad authorities. ARTICLE 7. OFFICERS, EMPLOYEES, AND SERVICES A. The TASK FORCE shall elect a Chair and Vice-Chair from its membership at its first regular meeting each year. The Chair and Vice-Chair shall be elected by the TASK FORCE from its membership for a terxn of one (1) year. The Chair shall preside at all meetings of the TASK FORCE, may establish such subcommittees as may be needed from time to time and shall perform other duties and functions as may be deternuned by the TASK FORCE. The Vice- Chair shall preside over and act for the TASK FORCE during the absence of the Chair. If both the Chair and Vice-Chair are absent, the TASK FORCE may elect a temporary Chair to conduct its business, provided a quorum is present. Notwithstanding any provision to the contrary, following the EFFECTIVE DATE of this AGREEMENT, the ternl of the prior TASK FORCE's officers shall automatically expire and a special election shall be held to elect interim officers. The term of the interim officers commence upon election by the TASK FORCE and continue until the first regular meeting of the following year, at which time elecrions will be held to elect permanent officers pursuant to this section who will serve a term according to this section. B. Executive Committee. The TASK FORCE shall establish an Executive Committee of the TASK FORCE consisting of the representative of each Financial Member. The Executive Committee shall develop and make recommendations to the TASK FORCE regarding the ongoing responsibilities of the TASK FORCE, and shall have such other duties as set forth in the TASK FORCE's by-laws. C. Staff. Each party may provide staff support to the TASK FORCE, subject to the approval of the TASK FORCE. D. Vacancies. If an appointment of any TASK FORCE member or altemate is vacated before the end of his or her term, the vacancy shall be filled by appointment by the appropriate appointing goveming body. V acancies shall be filled within thirty (30) days of their occurrence. A vacancy shall be deemed to have occurred when any of the condirions specified in Minn. Stat. § 351.02 exist. E. Meetin�s. The TASK FORCE shall meet at regular intervals at such times and places as the TASK FORCE shall establish in its by-laws. Special meetings may be held on reasonable notice by the Chair or any two members upon terms and condirions as the TASK FORCE may determine and that conform to the Minnesota Open Meeting Law, Minn. Stat. § 13D. Page 7 of 12 o� �s�' F. Committees. The TASK FORCE may establish stauding comxnittees of the TASK FORCE by providing for such comxnittees by resolution. The Chair may establish ad hoc committees of the TASK FORCE. ARTICLE 8. FUNDING A. Financial Members' Contributions. The TASK FORCE will collect, if detennined by the TASK FORCE to be needed, the funding for items listed below. This funding shall be based on corridor county population for the most recent census year or most recent state demographer data available. For capital projects located in one county, that county or regional railroad authority would be expected to fund the non-federal portion of the project costs if federal funds are received for that proj ect. (a) Administrative costs shall include but not limited to salaries and fringe benefits, rent, utilities, transportation, travel, telephone, office supplies, insurance, accounting and legal fees not relating to a specific corridor, and membership fees and dues incurred by the Board. B. Annual Budeet. For the calendar year next following the calendar year in which the EFFECTIVE DATE occurs and all subsequent years, the TASK FORCE shall establish and approve a budget. C. Financial Members' Budaet Approval. Adoption of the budget shall require unanimous approval of the Financial Members. D. Contribution Date. Except for any initial contriburion required by this AGREEMENT, assessments made under the provisions of this article shall be paid by each Financial Member by January 3 of each year. The initial contribution shall be made within sixty (60) days of the adoption of the budget pursuant to Article 8(A) thereof. A. BudEe6ng, Accountina. Fiscal Agent, and Other Services. The TASK FORCE may contract with any party to provide contract management, legal review, and budgeting and accounting services necessary or convenient for the TASK FORCE and otherwise act as the TASK FORCE's fiscal agent. Such services shall include, but not be limited to, management of all funds, including contributions and grant monies, payment for contracted services, and relevant bookkeeping and record keeping. The contracting and purchasing requirements of the member so selected shall apply to transactions of the TASK FORCE. Such member shall identify the staff person to work as liaison with the TASK FORCE. B. Accountabilitv for Funds. All funds shall be accounted for according to generally acceptable accounting principles. A report on all receipts and disbursements shall be forwarded to the TASK FORCE on an annual basis. The parties have the authority to request reports pertaining to any and all budgeting and accounring services. All interest earned from established TASK FORCE funds shall be credited back to that same fund. Page 8 of 12 o�-� s ARTICLE 9. WITHDRAWAL AND TERNIINATION A. Withdrawal. tlny party may withdraw from this AGREEMENT upon 90-days prior written norice evidenced by resolution of the party's governing body to the TASK FORCE. In the event of withdrawal by any party, this AGREEMENT sha11 remain in full force and effect as to all remaining parties. B. Effect of Withdrawal. Disposition of Propertv. Funds, and Obli¢arions. A party withdrawing from this AGREEMENT shail, prior to such withdrawal, pay the full amount of any unpaid assessments to the TASK FORCE as defined in Article 8(A). A parry withdrawing from this AGREEMENT shall not receive a distribution of property or funds until such time as this AGREEMENT is terminated by all parties pursuant to this Article 9. Such disposition of property shall be in accordance with the provisions of Section D of this Article 9. Any member withdrawing shall be liable for any assessment in the year in which the withdrawal becomes final only for the period in such yeaz that the party remains a party. The party's assessment shall not exceed the sum of one-twelfth (1l12` the full assessment multiplied by the nuxnber of months or fractions thereof in the year during which the party remains a party. C. Termination. This AGREEMENT shall terminate upon the occurrence of any one of the following events: (a) When necessitated by operation of law or as a result of a decision by a court of competent jurisdiction; or (b) When a majority of the parties agrees to terminate this AGREEMENT. D. Disposition of Propertv and Funds. At such tune as this AGREEMENT is terminated, any property interest remaining in the TASK FORCE, following discharge of all obligations owed by the TASK FORCE, shall be disposed of and the proceeds of the property shall be returned to the parties in proportion to their contriburion. E. Effect of Withdrawal of Financial Member on Budget In the event a Financial Member withdraws, the unpaid assessment allocable to such member in the year of withdrawal and subsequent years shall be reallocated to the remaining Financial Members in proportion that the assessment allocations under Article 8(A) hereof bear to each other. ARTICLE 10. MISCELLANEOUS A. Amendments. This AGREEMENT may be amended by unanimous agreement of the parties as evidenced by resolutions adopted by the respective governing bodies. Page 9 of 12 o� �s� B. Records, Accounts, and Reports. The TASK FORCE shall establish and maintain such funds and accounts as may be required by aood accounting practices. T'he books and records of the TASK FORCE shall be subject to the provisions of Minn. Stat. Ch. 13, the Minnesota Government Data Practices Act, and Minn. Stat. § 16C.05, subd. 5. The TASK FORCE, within one hundred twenty (120) days after the close of each fiscal year, which shall be 7anuary i to December 31, shall b ve a complete written report of all financial activities for such fiscal year to the parties. C. Counterparts. This AGREEMENT may be executed in two or more counterparts, each of which shall be deemed an original, but all of wkuch shall constitute one and the same instrument. D. Severabilitv. The provisions of this AGREEMENT are severable. If any paragraph, section, subdivision, sentence, clause, or phrase of the AGREEMENT is for any reason held to be contrary to law, or contrary to any rule or regulation hauing the force and effect of law, such decision shall not affect the remaining portions of this AGREEMENT. E. Entire Agreement. This AGREEMENT constitutes the entire agreement between the parties and supersedes all prior written or oral agreements relating to the TASK FORCE. F. Alternative Dispute Resolution. Tn the event of a dispute arising under this AGREEMENT, the parties and the TASK FORCE agree to attempt to resolve their dispute by following the process described below: (1) A party shall provide written notice to the TASK FORCE describing perceived conflict, positions, and underlying reasons. (2) The TASK FORCE or member shall provide written response to notice within seven (7) days of receipt of notice. (3) The parties shall meet within 14 days of receipt of response with a neutral facilitator. The neutral facilitator will be a representative from the Minnesota Office of Dispute Resolution. Costs of such facilitator sha11 be shared equally by all parties to the dispute. (4) At the first meeting the neutral facilitator will assist the parties in idenCifying the appropriate parties and participants in the dispute resolution process, their concerns, a meeting agenda and design for any subsequent meetings. The parties shall agree on a process for resolving the problem that would involve additional negotiarions, mediation, or arbitra6on. (5) In developing the process, the parties will be guided by the following principles: (i) the parties will attempt iz� good faith to reach a negotiated settlement; Page 10 of 12 o � �.�� (ii) the parties agree that there must be fair representation of the parties directly involved in the dispute; (iii) the parties will use legal proceedings as a last resort; and (iv) in the event the parties aze unable to resolve the dispute, each party retains all rights, remedies, or defenses it had prior to entering the process. (6) The parties will report to the TASK FORCE within 60-days of their first meeting on the resolurion of the dispute or a recommendation to commence legal proceedings. IN WITNESS WHEREOF, the parties to this AGREEMENT have hereunto set their hands on the date written below. Page 11 of 12 ST. PAUL Council Pi sident Date Page 12 of 12