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09-507Council File #� Green Sheet # 3069699 RESOLUTION CITY OF SAINT PAUL, MINNESOTA Presented by 1 WHEREAS, the I-94 Corridor currently carries over 130,000 vehicles per day at Highway 52 and 110,000 2 vehicies per day at Interstate 694; and 3 4 WHEREAS, the 2030 Transportation Policy Plan has been approved by the Metropolitan Counal and 5 shows that traffic and congestion are forecast to increase substantially by 2030 resulting in the entire 6 length of I-94 from downtown St Paul to the St Croix River as being congested; and 7 8 WHEREAS, the Metropolitan Council 2030 Transportation Policy Plan identifies the I-94 Corridor as a 9 Transitway Corridor in need of additional analysis; 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 WHEREAS, the Transportation Chapter of the City's Comprehensive Plan identifies the I-94 Corridor as a Transitway Corridor in need of additional analysis; WHEREAS, the transitway analysis is needed to identify how mobility can be maintained and improved in the corridor; and WHEREAS, transitway analysis has been completed on similar Ramsey and Washington County transitway corridors including Red Rock and Rush Line; and WHEREAS, this partnership on these similar transitway corridors has been formalized through a joint powers agreement. NOW THEREFORE BE IT RESOLVED, that the City of Saint Paul approves the I-94 Corridor Joint Powers Agreement, and Be It Further RESOLVED, the City of Saint Paul authorizes the Mayor to execute the I-94 Corridor Joint Powers Agreement. Yeas Na s Absent Bostrom ✓ Carter / Harris ,i Helgen � Lantry � Stark ,� Thune ,i S 4 �2 // Request d b De artment of � 1�'� xR " , o il� � By: Form Approved By: , Adopted by Council: Adoption Certified by By: /,e Approved by^ Mayor (/ ) Dat Dat � r ,�� �/ri5"' cil Se etary ��� Form Approved by Council By: for Submission to Approved by the Office of Financial Services Rv � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �� -ti� � c� � Departmentl�celCouncil: Date initiated: I PE _Planning&ECOnomic 20 Green Sheet NO: 3069699 Development I Coniact Person 8 Phone- Deoadment Sent 7o Person lnitiai/Date Christina Morrison � o tannin & Ecouomic Develo me �_� . Y� fT� 266-6546 1 launin¢ & Economic Develoame De artment D'uecror ` Assign 2 ity Attornev �--�--� � Must Be on Council Agenda by (Date): Number 3 a or's OtSce Ma orlASSisiant O6-MAY-(� For Routing 4 ouncit �_� Doa Type: RESOLUTION Order 5 i Clerk Ci Clerk E-Document Required: Y DcwmentConWct: ChristinaMorrison Contact Phone: 266-6546 Total # of Signature Pages � (Clip All Locations for Signature) Action Requested: Sign Joint Powers Agreement and pass a Council Resolution supporting the I-94 Corridor Commission. Recommendations: Approve (A) or Reject (R): Personal Service Contrects Must Answer the Following Questions: Planning Commission 1. Has this person/firm ever worked under a contrad for this department? CIB Committee Yes No Civil Service Commission 2. Has this person/firm ever been a city employee? Yes No 3. DoOS this personlflrm possess a skill not normally possessed by any current city employee? Yes No Explain all yes answers on separete sheet and attach to green sheet. Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why): The Washington and Ramsey County Regional Railroad Authorities, in conjunction with the appropriate municipalities, wish to collaboratively plan for multi-modal transportation improvements to the Inters[ate 94 Corridor, defined as a transitway corridor originating at the Union Depot in downtown Saint Paul and traveling east tluough Washington Counry. A Joint Powers Agreement would establish [he Commission, on which the City would sit as a non-financial membez. The Commission intends to work collabontively with the MnDOT and [he Met Council for this planning. LRT, BRT, or commuter rail are anticipated in the future of this corridor, along with multi-use trails, Intelligent Tiansportation Systems, and roadway improvements as related to the implementa[ion of the transit improvement. Ativantages If Approved: The City would have an integrated mle in the future development of a major East Metro transportation improvement, as well as the an6cipated development that would coincide with the new transitway. DisadvanWges If Approved: None. �;����IV�� Disativantages If Not Approved: • � � � Regional planning for the h may be uncoordinated and fragmented. ��� ����IV�� Total Amount of Transaction: CosURevenue Budgetetl: Funding Source: Activity Number: Financial Information: (Explain) April 21, 2009 1:55 PM Page 1 DEPARTMEN'I OF PLANNING & � ECONOMIC DEVELOPMENT ,,,,,� Cecile Bedor, Director Q y�5D � CI� �F SA�T PA� 2� West Fourth Street Te(ephone 6.i7-266-6626 ChrastopherB Colemax, Mayor SamtPaul,.4I.A'»102 Facsrmile 651-228-3341 To: Mayor Coleman From Allen Lovejoy (Public Works) and Christina Morrison (PED) Date: April 20, 2009 Re: Joint Powers Agreement establishing the Interstate 94 Corridor Commission Background The Interstate 94 Corridor is defined as the transitway corridor originating at the Union Depot in downtown Saint Paul and trave{ing east through Washington County with connections to other multimodal transportation options. Light rail transit, bus rapid transit or commuter rail are anticipated in the future of this corridor, along with multi-use trails, Intelligent Transportation Systems (ITS) and roadway improvements as related to the implementation of the transit improvement. The Washington and Ramsey County Regional Railroad Authorities, in conjunction with the appropriate municipalities, wish to collaboratively plan for multi-modal transportation improvements to the Interstate 94 Corridor and for the related land use and development impacts. The Interstate 94 Corridor Commission intends to work collaboratively with the Minnesota Department of Transportation and the Metropolitan Council for this planning and development. This corridor is identified in the Transportation Chapter of the City's Comprehensive Plan as a potential transitway, staff recommends that the City of Saint Paul enter into a Joint Powers Agreement to establish the Interstate 94 Corridor Commission. After adoption of a City Council resolution, the City of Saint Paul would participate in the Joint Powers Agreement as a non-financial party. The City would be represented on the Interstate 94 Commission by an elected official representative (and an alternate) appointed to the seat. Action Please sign the attached transmittal letter to the City Council, endorsing City participation in the I-94 Corridor Commission via the Joint Powers agreement. This will not obligate the City to participate in tunding of staff and corridor studies. AN AFFIRMATIVE ACTION EQUAL OPPORTUNITY EMPLOYER 09�507 CI� �F' .�f��T Pf��. 390GryHal/ 7e(ephane 6i1-266-8�10 .LlayorChr�stopherB.Coleman ISWeslKelloggBoulecard Fuctma�le 6.i1-228-8521 April 20, 2009 Council President Kathy Lantry and Members of the City Council 320 C Ciry Hall 15 West Kello� Boulevard Saint Paul, MN 55102 Dear Council President Lantry and Councilmembers: The Washington and Ramsey County Regional Railroad Authorities, in conjunction with the appropriate municipalities, wish to collaboratively plan for multi-modal transportation improvements to the Interstate 94 Corridor and for the related land use and development impacts. The Interstate 94 Corridor is defined as the transitway corridor originating at the Union Depot in downtown Saint Paul and traveling east through Washington County with connections to other multimodal transportation oprions. I am transmitting a Joint Powers Agreement and Council resolution for the City's participation in the I-94 Conidor Commission. The Interstate 94 Corridor Commission intends to work collaboratively with the Minnesota Departrnent of Transportation and the Metropolitan Council for this planning and development. Light rail transit, bus rapid transit or commuter rail are anticipated in the future of this corridor, along with multi-use trails, Intelligent Transportation Systems (ITS) and roadway improvements as related to the implementation of the transit improvement. This corridor is identified in the Transportation Chapter of the City's Comprehensive Plan as a potential transitway. After adoption, the City of Saint Paul would participate in the Joint Powers Agreement as a non-financial party. I have endorsed City participation in the I-94 Corridor Commission via the Joint Powers agreement. This will not obligate the City to participate in funding of Corridor Commission staff and comdor studies. I hope to embrace this opportunity to create improved transportation in the East Metro, and to help secure a competitive advantage for the City of Saint Paul as a regional transportation hub. Sincerely . ���1��.�� � Christopher B. Coleman ' Mayor Enclosure AN AFFIRMATIVE ACTION EQUAL OPPORTUNITY EMPLOYER �9-So � JOINT POWERS AGREEMENT ESTABLISHING THE INTERSTATE 94 CORRIDOR COMNIISSION THIS AGREEMENT, is entered into by and between the undersigned Regional Railroad Authorities, Cities, and Townships all being governmental units of the State of Minnesota, pursuant to the authority contained the Minn. Statutes §§471.59 and 398A. WITNESSETH WHEI2EAS, the Interstate 94 Corridor is defined as the transitway corridor originating at the Union Depot in downtown St. Paul and traveling east through Washington County with connections to other multi modal transportation options; and WHEREAS, the Interstate 94 Corridor has significant transportation safety, and land use issues; and WHEREAS, there are opportunities for a variety of multi-modal transportation improvements to the Interstate 94 Corridor, including light rail transit, bus rapid transit or commuter rail along with multi-use trails, Intelligent Transportation Systems (ITS) and roadway improvements as related to the implementation of light rail transit, bus rapid transit or commuter rail; and WHEREAS, the parties wish to collaboratively plan far multi-modal transportation improvements to the Interstate 94 Corridor and for the related land use and development impacts; and WHEREAS, the Interstate 94 Corridor Commission intends to work collaboratively with the Minnesota Departrnent of Transportation and the Metropolitan Council for the planning and development of light rail transit, bus rapid transit or commuter rail along with multi-use trails, Intelligent Transportation Systems (ITS) and roadway improvements as related to the implementation of light rail transit, bus rapid transit or commuter rail in the Interstate 94 Corridor. NOW, THEREFORE, in consideration ofthe mutual promises and covenants herein, the parties hereto agree to as follows: ARTICLE 1. DEFINITIONS Unless context otherwise requires, the terms defined in this section shall have the meanings stated herein: Aereement means this Joint Powers Agreement as it now exists and as it may hereafter be amended. Commission (I-94 Corridor Commission) shall mean the Joint Powers body established hereby 1 K�Damcoc�PlamungH-94 ComdorH-94_JPA}-3-09 Final wrth Si�ature doc �y-tio 7 Partv or Parties shall mean any Regional Railroad Authorities, Cities or Townships identified in Article 6 of this Agreement as signatories to this Agreement. Financial Parties shall mean the financial pariy or parties so identified in Article 6 of this Agreement. Interstate 94 Q-94) Corridor shall be defined as the Interstate 94 transportation corridor originating at the Union Depot in downtown St. Paul and traveling east through Washington County. Member shall mean an individual appointed to the Commission as provided in Article 4 of this Agreement. uorum shall mean a majority of inembers, provided such majority includes at least two (2) Financial Members as defined in the Agreement. A quorum shall not be found if fewer than two (2) Financial Members are present. ARTICLE 2. PURPOSE The purpose of this Agreement is to form a joint powers board under the provision of Minnesota Statutes Section 471.59 and 398.A to enable the parties to cooperatively analyze the feasibility, environmental impacts, engineering, and construction of multi-modal transportation improvements in the I-94 Corridor including light rail transit, bus rapid transistor commuter rail along with multi-use trails, Intelligent Transportation Systems (ITS), roadway improvements as related to the implementation of light rail transit, bus rapid transit or commuter rail and the associated land use and development impacts. These activities may include but not be limited to the acquisition and management of federal, state, and local funding in conjunction with the Minnesota Department of Transportation and the Metropolitan Council, and may perform any responsibiliries delegated by the Commissioner of Transportation or Metropolitan Council Chair subject to the conditions that sufficient funds are received. The Parties will communicate and coordinate the Commission's acriviries as necessary with private corporations, state agencies, counties, municipalities, the Federal Transit Administration, other regulatory, planning, and funding agencies, and other stakeholders for advancement of the Commission's purposes. The method of accomplishing the purpose of this Agreement is the establishment of a Joint Powers Board to provide a mechanism whereby the Parties jointly address the stated purposes. ARTICLE 3. TERM This Agreement shall be effecrive (the Effective Date) and the joint powers board established herein may commence exercising the powers and authorized in this Agreement on the day that the Agreement has been approved by resolution and duly executed by the Ramsey County Regional Railroad Authority and the Washington County Regional Railroad Authority by action of their governing boards. This Agreement shall remain in full force and effect until terminated by the Parties pursuant to Article 10 of the Agreement. '� K�Darucoc�Planning\i-94 ComdorH-94_7PA}-3-09 Final wrth Signature doc oy-�6� ARTICLE 4. JOINT POWERS BOARD A. There is hereby created a Joint Powers Board as a public entity, to be known as the I-94 Corridor Commission. The Commission shall be an entity separate from its member Parties and shall not be deemed an agent or partner of the member Parties and the member Parties shall not be liable for the actions of the Commission. The Commission shall have full authority to exercise all powers stated herein. B. The Commission shall consist of one Member and one alternate appointed through resolution by a Party for an initial term commencing with the execution of this Agreement until January 15, 2010. Each Member or alternate must be a member of the governing body, commission, or council which appoints him or her, and must remain so during his or her term. C. After January 15, 2�10, the goveming body, commission, ar council shall appoint by resolution its member and alternate for one year terms. In the event that any Member or alternate shall not have been appointed by January 15 in any year, the incumbent Member shall serve ixntil a successor has been appointed. Removal of any Member or alternate during the term for which the Member has been appointed may be done at any time but shall be done only by resolution of the appointing governing body, commission, or council, or automatically if the Member ceases to be a member of the Party which appointed him or her. ARTICLE 5. VOTING Board voting shall be as follows: Each Financial Party Member receives three (3) votes and each non-Financial Party Member receives one (1) vote. A. In the event that the appointed Member is not present at the meeting, their alternate may cast all of their Party's allocated votes. B. All actions of the Board require both a simple majority vote of the Members present and a simple majority vote of the Financial Members present. However, for all actions involving the expenditure of funds and adoption of the budget, a simple majority of the whole Board plus a unanimous vote of all Financial Members is required. ARTICLE 6. MEMBERSHIP The government units that are eligible for participation in this Commission upon adoption of this agreement by resolution and duly executed by their respective governmental units on or before December 31, 2009 include: A. Financial Parties a. Rasnsey County Regional Railroad Authority 3 K�Damcoc�Planvng�[-94 Comdor�[-94_1PA_3-3A9 Final with Signature doc v�-�� b. Washington County Regional Railroad Authority B. Non-financial Parties a. City of St. Paul b. City of Maplewood c. City of Landfall d. City of Oakdale e. City of Woodbury £ City of Lake Elmo g. City of Afton h. City of Lakeland i. Town of West Lakeland C. If an entity identified in this Article 6 does not elect to become a Party by December 31, 2009, it may do so thereafter by amendment to this Agreement pursuant to Article 11 hereof. D. Following the initial term, Commission Members' terms shall commence on January 15 of a calendar year and end on January 14 of the next succeeding year, or until a successor is appointed. ARTICLE 7. POWERS OF COMMISSION The Commission has such autharity as is necessary and proper to make all decisions to carry out its purpose as described in Article 2. Such powers shall be subject to the provisions of Minn. Stat. § 471.59 and 398A and will include, but not be limited to, any or all of the following: A. Adopt an annual budget, together with a statement of the sources of funding and an estimated amount required of each Financial Party. B. Enter into transactions, including contracts or leases, required in furtherance of this Agreement and statutory mandate and enforce such transactions to the ea�tent available in equity or at law. The contracting and purchasing requirements of one of the Financial Parties designated by the Commission shall apply hereto. The Commission may approve any contract relating to this Agreement up to the amount approved in the annual budget and may authorize the Chair of the Commission to execute those contracts. C. Have the power to adopt such by-laws that it may deem necessary or desirable for the conduct of its business. Such by-laws shall be consistent with this Agreement and any applicable laws ar regulations. The by-laws may provide for the appointment of ex officio, non-voting members to the Board by the Commission. Approval of the by-laws shall be in accordance with Article 5 of this Agreement. D. Apply for and accept gifts, grants and loans of money, other property, or assistance from the United States government, the State of Minnesota, or any person, corporation, partnership, association, or agency public or private for any of its purposes; enter into any 4 K�Demooc�Plencvvg\I-94 Comdor�I-94_7PA}3-09 Final witt Sigoature doc v� �a � agreement in connection therewith to 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 properry as is provided for in ttus Agreement. F. Employ agents and employees, and to fix the compensation and all other terms and conditions of employment thereof. G. Incur debts, liabilities, or obligations which do not constitute a debt of any of the Parties. The Joint Powers Board does not have authority to incur debts, liabilities, or obligations which constitute a debt of any of the Parties. The obligations or other forms of indebtedness must be issued in the same manner as would apply to one of the Financial Parties. H. Enter into agreements and non-binding memoranda of widerstanding between the Commission and the United States government, the State of Minnesota, or any person, corporation, par[nership, association, or agency public or private in accordance with applicable law. I. Sue and be sued in its own name. All powers granted herein shall be exercised by the Commission in accordance with the legal requirements applicable to the regional railroad authorities. ARTICLE 8. OFFICERS, EMPLOYEES, AND SERVICES A. Chair and Vice-Chair The Commission shall elect a Chair and Vice-Chair at its first regular meeting each yeaz. The Chair and Vice-Chair shall consist of at least one Financial Party member. The Chair and Vice-Chair shall be elected by the Commission for a term of one (1) year. The Chair shall preside at all meetings of the Commission, may establish such committees as may be needed from time to time and shall perform other duties and functions as may be determined by the Commission. The Vice-Chair sha11 assume the duties of the Chaix during the absence of the Chair and perform such other duties as may be determined by the Commission. If both the Chair and Vice-Chair are absent, the Commission may elect a temporary Chair to conduct its business, provided a quorum is present. Election of a temporary chair shall be by a simple majority vote of the quorum. B. Executive Committee The Commission may establish an Executive Committee of the Commission consisting of the representative of each Financial Member. The Executive Committee shall develop and make recommendations to the Commission regarding the ongoing responsibilities of 5 K�Dazucoc�Planm�gU-94 Comdor�I-94_JPA}3-09 F�ual with Signature doc by ��o � the Commission and shall have such other duties as set forth in the Commission's by- laws. C. Staff Any Party may provide staff support to the Commission subject to the approval of the Commission. D. Vacancies If an appointment of any Member or altemate is vacated before the end of his or her term, the vacancy shall be filled by appointment by the appropriate Party pursuant to Articles 4 and 6 of this Agreement. Vacancies shall be filled within thirty (30) days of their occurrence. A vacancy shall be deemed to have occurred when any of the conditions specified in Minn. Stat. § 351.02 exist. E. Meetin�s The Commission shall meet at regular intervals at such times and places as the Commission shall establish in its by-laws. Special meetings may be held on reasonable notice by the Chair or any two members upon terms and conditions as the Commission may determine and that conform to the Minnesota Open Meeting Law, Minn. Stat. § 13D. F. Committees The Commission may establish standing committees of the Commission by providing for such commitCees by resolution. The Chair may establish ad hoc committees of the Commission. ARTICLE 9. FUNDING It is understood by the Parties that the activities and duties of the Commission aze to be funded primarily by grant monies from the United States Government, the State of Minnesota or any other association or agency. Nevertheless, the Financial Parties identified in this Agreement agree to provide funding, if necessary, for the feasibility, environmental impacts, engineering, and construction of a multi-modal transportation improvement in the I-94 Corridor including light rail transit, bus rapid transit, commuter rail, multi-use trails, and Intelligent Transportation Systems (ITS) along with the associated land use and development impacts, and administrative expenses of the Commission (to the extent not covered by grant funds), and other items deemed necessary to facilitate development of the conidor The Financial Parties will establish an initial budget. The Financial Members contribution to the initial budget and all subsequent budgets shall be allocated as follows: 50% Ramsey County Regional Railroad Authority 50% Washington County Regional Railroad Authority Each Financial Party shall pay its appropriate initial contribution to the regional railroad authority acting as fiscal agent of the Commission within sixty (60) days of the Commission approving a budget. 6 K�Damcoc�Plenning\I-94 Comdor�I-94_7PA}-3-09 Final wrth S� doc o�-�a7 A. Annual Budget For the calendaz yeaz next following the calendaz year in which the Effective Date occurs and all subsequent yeazs, the Commission shall establish and approve a budget. Each Financial Member shall be assessed for its proportionate share of the budget according to the schedule established above. The Commission shall establish its first budget within sixty (60) days of the commencement of the Commission. B. Financial Members' Bud�et Apnroval Adoption of the budget and any other matter requiring expenditure of funds shall be in accordance with Article 5 of this Agreement. C. Contribution Date Except for any initial contribution required by this Agreement, assessments made under the provisions of this article shall be paid by each Financial Party by January 15 of each year. The initial contribution shall be made within sixty (60) days of the adoption of the budget pursuant to Article 7(A) hereof. D. Bud�eting, Accountin�. Fiscal A�ent, and Other Services The Commission may contract with any Party to provide contract management, legal review, and budgeting and accounting services necessary or convenient for the Commission and otherwise act as the Commission's fiscal agent. Such services shall include, but not be limited to, management of all £unds, including contributions and grant monies, payment for contracted services, and relevant bookkeeping and record keeping. The contracting and purchasing requirements of the Party so selected shall apply to transactions of the Commissions. Such Pariy shall identify the staff person to work as liaison with the Commission. E. Accountabilitv for Funds All funds shall be accounted for according to generally acceptable accounting principles. A report on all receipts and disbursements shall be forwazded to the Commission on an annual basis. The Parties have the authority to request reports pertaining to any and all budgeting and accounting services. All interest earned from established Commission funds shall be credited back to that same fund. ARTICLE 10. WITHDRAWAL AND TERMINATION A. Withdrawal Any Party may withdxaw from this Agreement upon 90-days prior written notice evidenced by resolution of the Party's governing body to the Commission. In the event of withdrawal by any Party, this Agreement shall remain in full force and effect as to all remaining Parties. B. Effect of Withdrawal, Disuosition of Propertv, Funds, and Oblieations A Financial Party withdrawing from this Agreement shall, prior to such withdrawal, pay the full amount of any unpaid assessments to the Commission as defined in Article 9. A Party withdrawing from this Agreement sha11 not receive a distribution of property or '� K�Damcoc�P�amting�I-94 ComdoNA4_7PA}3-09 Fmel witli Signemre doc �j-�67 funds until such time as this Agreement is ternunated by all Parties pursuant to this Article 10. Such disposition of properiy shall be in accordance with the provisions of Section D of this Article 10. Any Financial Pariy withdrawing shall be liable for any assessment in the year in which the withdrawal becomes fmal only for the period in such yeaz that the Financial Party remains a parry. The Financial Party's assessment shall not exceed the sum of one- twelfth (1/12`�') the full assessment multiplied by the number of months or fractions thereof in the yeaz 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 all of the Financial Parties agree, by resolution adopted by the respective governing bodies, to terminate this Agreement and all obligations of the Commission shall have been paid or otherwise defeased in full. D. Disposition of Propertv and Funds At such time as this Agreement is terminated, any property interest remaining in the Commission, following discharge of all obligations owed by the Commission shall be disposed of and the proceeds of the property shall be returned to the Parties in proportion to their contribution. E. Effect of Withdrawal of Financial PartV on Budget In the event a Financial Party withdraws, the unpaid assessment allocable to such member in the year of withdrawal and subsequent years shall be reallocated to the remaining Financial Party. ARTICLE 11. MISCELLANEOUS A. Amendments This Agreement may be amended by unanimous agreement of the Parties as evidenced by resolutions adopted by the respective governing bodies. B. Records, Accounts, and Reports The Commission shall establish and maintain such funds and accounts as may be required by good accounting practices. The books and records of the Commission 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 Commission, within one hundred twenty (120) days after the close of each fiscal year which shall be January 1 to December 31, sha11 give a complete written report of all financial activities far such fiscal year to the Parties. 8 K'�Da�moc�Plaming�I-94 ComdorV-94JPA}3-09 Fival unth Sig�ature doc oy-�o�� C. Counternarts This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. D. Severabilitv The provisions of this Aa eement aze 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 having the force and effect of law, such decision shatl not affect the remaining portions of this Agreement. E. Entire AEreement This Agreement constitutes the entire agreement between the Parties and supersedes all prior written or oral agreements relating to the Commission. F. Alternative Disqute Resolution In the event of a dispute arising under this Agreement, the Parties and the Commission agree to attempt to resolve their dispute by following the process described below: a. A Party shall provide written notice to the Commission describing perceived conflict, positions, and underlying reasons. b. The Commission shall provide written response to notice within seven (7) days of receipt of notice. a 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 shall be shared equally by all parties to the dispute. d. At the first meeting, the neutral facilitator will assist the Parties in identifying the appropriate Parties and participants in the dispute resolurion 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 negotiations, mediation, or arbitrarion. e. In developing the process, the parties will be guided by the following principles: i. the Parties will attempt in good faith to reach a negotiated settlement; 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 (� K�Danicoc\Plaomng�l-94 Coaidodl-94_7PA 33-09 Final with S�gnaN[e doc o I ���� 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. £ The parties will report to the Commission within 60-days of their first meeting on the resolution of the dispute or a recommendation to commence legal proceedings. G. Minnesota Laws Govern The Laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations between the Parties and their performance. The appropriate venue and jurisdiction for any litigation shall be in State district court located within the County of Ramsey, State of Minnesota. Litigation, however, in the federal courts involving the Parties will be in the appropriate federal court within the State of Minnesota. If any provision of this agreement is imalid, illegal, or unenforceable the remaining provisions will not be affected. IN WITNESS WHEREOF, the parties to this Agreement have hereunto set their hands on the date written below. 1 p K�Daniooc�Plavwng�I-94 Comdox\494 JPA 3-3-09 Finai with Signature doc p�-� � ciTY oF s� T pAK 1. '���� o Approved as to form: City Attorney 11 K:�Darucoc�Plannwg�I-94 Comdor�I-94_JPA}3-09 Final wrth Si�aNre doc