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HomeMy WebLinkAboutResolution 8538 RESOLUTION 8538 CITY OF MOUNDS VIEW COUNTY OF RAMSEY STATE OF MINNESOTA APPROVING AN AMENDED AND RESTATED JOINT POWERS AGREEMENT WITH THE NORTH METRO I-35W CORRIDOR COALITION WHEREAS, the City of Mounds View renewed its membership in the North Metro I- 35W Corridor Coalition (the"Coalition") on March 25, 2013, adopting the second amended Joint Powers Agreement from 2005; and WHEREAS, congestion on I -35W in Mounds View and adjacent cities continues to pose severe safety and mobility problems for City residents and businesses, and WHEREAS, solving these problems require the coordinated efforts of cities and counties in the I-35W Corridor between Downtown Minneapolis & Forest Lake in collaboration with MnDOT, Metro Transit and the Metro Council, and WHEREAS,the Coalition continues to serve as the leading advocate for addressing the problems noted on north I-35W, including securing federal fund appropriations needed to identify and implement solutions to the corridor problems, and WHEREAS, revisions are proposed to the 2005 Joint Powers Agreement at the request of the City of Minneapolis for purposes of including that City as a member of the Coalition. NOW THEREFORE, BE IT RESOLVED, that the Mounds View City Council does hereby approve, and authorize the Mayor and City Administrator to sign, the attached Amended and Restated Joint Powers Agreement. AdoptAd this 28th day of March, 2016 Joe Flaherty, Ma • ATTEST: James Ericson, City Administrator (seal) AMENDED AND RESTATED NORTH METRO I-35W CORRIDOR COALITION JOINT POWERS AGREEMENT This Amended and Restated Joint Powers Agreement is made by and between Anoka County, Blaine, Circle Pines, Lexington, Mounds View, New Brighton, Ramsey County; and the City of Minneapolis, a political subdivision under the law of the State of Minnesota ("Minneapolis") (each individually, a "Party"; and collectively, the "Parties"). This agreement is made and entered into pursuant to Minnesota Statutes, 1994, Section 471.59 and is effective as of , 2016 (the"Effective Date"). WHEREAS, the Parties hereby agree to amend Amendment No. 2 Joint Powers Agreement dated February 11, 2005. WHEREAS, the Coalition has determined that it will focus its efforts and direct its resources on transportation system improvement needs in the Corridor; and WHEREAS, this Amended and Restated Agreement shall operate to delete all original Agreement language and substitute therefore the terms and conditions set forth herein, and all Parties must consent to this action by executing this Amended and Restated Agreement, which language shall thereafter be controlling in the operation of the Coalition beginning on the Effective Date. NOW THEREFORE, on the basis of the premises and the mutual covenants hereinafter set forth, the parties hereto agree as follows: ARTICLE I: PURPOSE The purpose of this Amended and Restated Agreement is to target the Coalition's focus on finding solutions to transportation and transit problems that have been identified as critical to member communities through a process of collaboration, pursuant to Minnesota Statutes, 1994, Section 471.59. 1 ARTICLE II: ORGANIZATIONAL GOAL The goal of this Amended and Restated Agreement is to work cooperatively with other cities, Mn/DOT, the Metropolitan Council, Ramsey and Anoka Counties and other agencies in planning for transportation improvement, transit needs, and other infrastructure improvements to the Corridor. ARTICLE III: DEFINITIONS Section 1. For purposes of this agreement the terms defined in this Article have the meanings given them. Section 2. "Amended and Restated Agreement" means this Amended and Restated North Metro I-35W Corridor Coalition Joint Powers Agreement. Section 3. "Board" means the Board of Directors created by Article V. Section 4. "Coalition" means the Parties Section 5. "Corridor" means the I-35W Corridor, described generally as beginning at the Mississippi River and I-35W and proceeding to Forest Lake along I-35W Section 6. "Director" means a Director or alternate Director appointed under Article V of this agreement. Section 7. "Governmental unit" means a home rule city, a statutory city, township, or county. Section 8. "Member" means a governmental unit that is a Party and is in compliance with and in good standing under this Amended and Restated Agreement. ARTICLE IV: MEMBERSHIP Section 1. Any governmental unit bordering on or in close proximity to the I-35W Corridor is eligible to be a member of the North Metro I-35W Corridor Coalition. Section 2. A governmental unit meeting the criteria set out in Section 1 may express an interest in becoming a new Member by delivering a resolution, to the President or Secretary- Treasurer of the North Metro I-35W Corridor Coalition. The Board may approve or disapprove the admission of a governmental unit. Approval must be by unanimous vote of the Board. Admission of new Coalition members shall be made effective by amending this Amended and Restated Agreement. 2 ARTICLE V: BOARD OF DIRECTORS Section 1. The governing body of the North Metro I-35W Corridor Coalition is its Board of Directors. A member shall have two (2) Director positions and one (1) alternate Director. a) Unless otherwise specified by resolution of the governing body, the Directors of a city member shall be the mayor and the chief administrative officer of the city. Each Director has one vote. The alternate Director shall be an elected official of the member city, and may attend meetings of the Board and may vote in the absence of a Director. b) Unless otherwise specified by resolution of the governing county board, the Directors of a county shall be a county board member and a county staff person designated by the county board. Each Director has one vote. The alternate Director may be either elected or non-elected representatives of the county, and may attend meetings of the Board and may vote in the absence of a Director. Section 2. Directors and alternate Directors serve until their respective successors are appointed and qualified. Section 3. A Director may be removed from the Board at any time, with or without cause, by resolution of the governing body making the appointment. The resolution removing the Director must be filed with the Coalition's Secretary-Treasurer. Section 4. A vacancy on the Board is filled in the same manner that the appointment of a Director is made. Section 5. Directors may vote by proxy. Section 6. A Director may not vote if the Board determines that the member represented by the Director is not in compliance with this agreement or if the Director has been removed from the Board. ARTICLE VI: MEETINGS Section 1. The Board of Directors shall meet at least once each year (annual meeting) to act on behalf of the Coalition. At its annual meeting the Board shall elect its officers, and adopt such by-laws and other procedures governing the conduct of its meetings and its business, as it deems appropriate. Section 2. The Board may provide for a schedule of regular meetings. Regular meetings must be held as provided by the by-laws of the organization. Section 3. A special meeting of the Board may be called by the President or by the Secretary-Treasurer upon written request of such number of Directors as specified by the by-laws. Notice of a special meeting must be mailed to Directors no fewer than five days prior to the special meeting. Business at special meetings is limited to matters contained in the notice of the special meeting. 3 ARTICLE VII: OFFICERS AND COMMITTEES Section 1. The officers of the Board are a President, Secretary-Treasurer, Vice-President, Vice President - Administrator elected for a term of one year by the Directors at the organization meeting and at the annual meeting. The Board may designate Directors to act as officers in the absence of any officer. Section 2. The President presides at meetings of the Board. The Secretary-Treasurer is responsible for records of proceedings of the Board, the funds and financial records of the Board, and such other matters as may be delegated to the Secretary-Treasurer by the Board. The Vice President—Administrator shall be responsible for day-to-day operations of the Coalition. Section 3. The President, Secretary-Treasurer and/or Vice President - Administrator may sign vouchers or orders disbursing funds of the North Metro I-35W Corridor Coalition. Disbursement will be made in the method prescribed by law for statutory cities. Two signatures shall be required for all disbursements in excess of$20,000.00. Section 4. The Board may in its by-laws provide for and define the duties of such other officers as it determines necessary from time to time. Section 5. The Board may in its by-laws provide for such committees as it determines necessary from time to time. A by-law providing for an executive committee and defining the powers and duties of an executive committee may be adopted only by a favorable vote of all members of the Board. ARTICLE VIII: POWERS AND DUTIES Section 1. The Board may take such actions, as it deems necessary and convenient to accomplish the general purposes of this agreement. Section 2. The Board may, to the extent allowed by law: (a) Enter into contracts to carry out its powers and duties. (b) Employ and/or hire such persons as it deems necessary on a part-time, full-time or consultant basis. (c) Purchase and hold personal property and accounts. (d) Contract for space, commodities or services. (e) Accept gifts, apply for and use grants or loans of money or other property from the state, the United States of America, and from other governmental and non- governmental units and may enter into agreements in connection therewith and hold, use and dispose of such money or property in accordance with the terms of the gift, grant, loan or agreement relating thereto. 4 (f) Purchase liability insurance to insure against liability of the organization and its constituent members. ARTICLE IX: FINANCIAL MATTERS Section 1. The fiscal year of the North Metro I-35W Corridor Coalition is the calendar year. Section 2. The Board shall adopt an annual membership fee schedule and operating budget prior to November 1 of the preceding year. The Board will give an opportunity to each member to comment or object to the proposed membership fee schedule and operating budget before adoption. The Board may also consider in-kind contributions made by any Member. Notice of the adopted membership fee schedule and operating budget must be mailed promptly thereafter to the chief administrative officer of each member. The membership fee schedule and operating budget for any year is deemed approved by each Member unless, prior to November 30th of the preceding year a Member gives written notice to the Secretary-Treasurer that the Member is withdrawing at the end of the year as provided in the Agreement. Section 3. Operational costs shall be shared according to the following formula: Each Member's share of the annual budget will be based 50% on the Member's population compared to the aggregate population of all Members and 50% on the Members assessed valuation compared to the aggregate assessed valuation of all Members unless the Board determines by majority vote to set an annual fee for a Member or accept an in-kind contribution. Section 4. Membership fee billings to Coalition Members are due and payable no later than 30 days after mailing. In the event of a dispute as to the amount of a billing a Member must nevertheless make payment as billed to preserve membership status. The Member may make payment subject to its right to dispute the bill and exercise any remedies available to it. Failure to pay a billing within 60 days results in suspension of voting privileges of the Member Director(s). Failure to pay a billing within 120 days is grounds for termination of membership, but the Coalition's rights to the billing are not affected by termination of membership. ARTICLE X: VICE PRESIDENT -ADMINISTRATOR Section 1. The North Metro I-35W Corridor Coalition may appoint a Vice President - Administrator. The Vice President - Administrator may be engaged as a full-time, part-time employee or on a consulting basis. Section 2. The Vice President - Administrator, if appointed, has only those powers and duties delegated by the Board. The Vice President—Administrator reports to and is responsible to the Board and shall work closely with Coalition Officers on a day-to-day basis. 5 ARTICLE XI: WITHDRAWAL Section 1. A Member may withdraw from the Coalition no later than November 30th in any year. The notice shall be accompanied by a certified copy of a resolution of that Member authorizing its withdrawal from membership. The withdrawal is effective at the end of the calendar year in which notice is given. Section 2. The withdrawal of a Member does not affect that member's obligation to pay fees, charges or contractual charges incurred prior to withdrawal. ARTICLE XII: DISSOLUTION Section 1. The Coalition may be dissolved by a two-thirds vote of its members in good standing. Dissolution is mandatory when the Secretary-Treasurer has received certified copies of resolutions adopted by the governing bodies of the required number of Members requesting dissolution of the Coalition. Section 2. In the event of dissolution, the Board must determine the measures necessary to perfect the dissolution and must provide for the taking of such measures as promptly as circumstances permit, subject to the provisions of this agreement and law. Section 3. In the event of dissolution, following the payment of all outstanding obligations, assets of the Coalition will be distributed among the then existing Members in direct proportion to their cumulative annual membership contributions. If those obligations exceed the assets of the Coalition, the net deficit of the Coalition will be charged to and paid by the then existing Members in direct proportion to the operational cost formula set forth in Article VIII herein. ARTICLE XIII: EFFECTIVE DATE Section 1. This Amended and Restated Agreement shall become effective upon filing with the City or County Clerk of the City or County of Mounds View, a copy of resolutions authorizing its execution, and an executed copy hereof of all of the current Members in good standing as of the date of this Amended and Restated Agreement. ARTICLE XIV: PERODIC EVALUATION The Coalition will periodically evaluate its success against stated goals and its annual work plan to determine whether the Coalition should continue as an operating entity. 6 ARTICLE XV: AMENDMENT PURPOSE The stated purpose of this Amended and Restated Agreement is to delete in its entirety the language of the Original Agreement and substitute therefore the language contained herein, with the specific understanding that the language of this Amended and Restated Joint Powers Agreement shall be controlling beginning on the Effective Date. IN WITNESS WHEREOF, the undersigned governmental unit has caused this Amendment to be executed by its duly authorized officers and delivered on its behalf. Governmental Unit: City of Mounds View By: And: Its: Mayor Its: City Administrator Received and filed by the City or County of Mounds View this 28th day of March, 2016. 7