05-28-2019 Council Packet - Laserfiche WebLink

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568673v1 Gilchrist, Troy J. VA245-1 FIRST AMENDMENT TO THE JOINT POWERS AGREEMENT TO PROTECT AND MANAGE THE VADNAIS LAKE AREA WATERSHED This First Amendment (“Amendment”) to the Joint Powers Agreement to Protect and Manage the Vadnais Lake Area Watershed (“Joint Powers Agreement”) is entered into by and among the Cities of Gem Lake, Lino Lakes, North Oaks, Vadnais Heights, and White Bear Lake and the Township of White Bear (collectively, the “Members”), all of which are parties to the Joint Powers Agreement. WHEREAS, the Vadnais Lake Area Water Management Organization (“VLAWMO”) is interested in obtaining insurance coverage through the League of Minnesota Cities Insurance Trust; and WHEREAS, certain amendments are needed to the Joint Powers Agreement to facilitate obtaining the insurance coverage, to ensure VLAWMO and its Members have full access to the coverage offered, and to expressly address liabilities. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Amendments. Subdivision 14 of the Joint Powers Agreement is hereby amended by adding the underlined material as follows: Subdivision 14. Insurance and Liability. VLAWMO may contract for or purchase such insurance as the Board deems necessary for its protection. The Members agree as follows with respect to liability of VLAWMO and the Members: 1) VLAWMO is a separate and distinct public entity to which the Members have transferred all responsibility and control for action taken pursuant to this Agreement. 2) VLAWMO shall defend and indemnify the Members, and their officers, employees, and volunteers, from and against all claims, damages, losses, and expenses, including attorney fees, arising out of the acts or omissions of the Board of Directors in carrying out the terms of this Agreement. This Agreement does not constitute a waiver on the limitations of liability set forth in Minnesota Statutes, section 466.04. 3) Nothing herein shall be construed to provide insurance coverage or indemnification to an officer, employee, or volunteer of any member for any act or omission for which the officer, employee, or volunteer is guilty of malfeasance in office, willful neglect of duty, or bad faith. 4) To the fullest extent permitted by law, action by the Members to this Agreement are intended to be and shall be construed as a “cooperative activity,” and it is the intent of the Members that they shall be deemed a “single governmental unit” for purposes of liability, as set forth in Minnesota Statutes, section 471.59, subd. 1a, and provided further that for purposes of that statute, each part to this Agreement expressly declines responsibility for the acts and omissions of another Member. The Members are not