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5.8. SR 04-05-2010~j Elk REQUEST FOR ACTION River To Item Number Ci Council 5.8• Agenda Section Meeting Date Prepared by Administration Aril 5, 2010 Lori ohnson, Ci Administrator Item Description Reviewed by Resolution Approving Amendment No. 2 to Joint Powers Agreement Establishing the Northstar Corridor Development Reviewed by Authority Action Requested Adopt a Resolution to Approve Amendment No. 2 to Joint Powers Agreement Establishing the Northstar Corridor Development Authority. Background/Discussion The Northstar Corridor Development Authority (NCDA) is recommending that all of its member governmental entities approve an amendment to the Joint Powers Agreement (Agreement). The amended Joint Powers Agreement updates the Agreement to reflect current law, streamlines the decision making authority and quorum requirements, and addresses organizational inefficiencies. Councilmember Paul Motin, the city's representative on the NCDA, recommends approval. Councilmember Motin will be available to answer any additional questions the Council may have regarding this amendment or the Joint Powers Agreement at the Council meeting. Financial Impact None Attachments ^ Letter from Dan Erhart, Chair NCDA ^ Resolution to Approve Amendment No. 2 to Joint Powers Agreement Establishing the Northstar Corridor Development Authority Action Motion by Second by Vote Follow Up S:\Public Bodies\Council\Lori\2010\NCDA Resolurion.doc jJ ~ ~Q©Q~ March 23, 2010 RE: Amendment #Z to the NCDA's Joint Powers Agreement Dear NCDA Member: On March 4, 2010, the Northstar Corridor Development Authority approved the. attached Amendment No. 2 #o the NCDA's Joint Powers Agreement and recommended that all of its member governmental entities act to approve this aimendiment. I am writing to request your prompt consideration of this amendment and to provide you with some background information about the NCDA's request. PURPOSE The NCDA's purpose in recomimending this amendment to the Joint Powers Agreement (JPA) is threefold: (1) to update the JPA to reflect current law, (2) to streamline the decision-making authority and quorum requirements, and (3) to address organizational inefficiencies that are inherent in the JPA. It is important to note that the original JPA established the Northstar Corridor Development Authority in 1997. The JPA was amended in 1999 (Amendment No. l) to clarify the purpose .and powers of the NCDA and its committees. After more than ten years, the NCDA believes that it is time to further amend the JPA as efforts begin to implement Phase 2 of the Project. PROCESS In order to amend the JPA, the governing body (Council or Board) of each of the NCDA's members must approve and execute the amendment. Enclosed for your consideration is a draft Resolution to Approve Amendment No. 2 to Joint Powers Agreement Establishing the Northstar Corridor Development Authority. Please consider the resolution and provide the NCDA with a certified copy of the resolution by Anril 30, 2010, In addition, please execute and return all 30 signature pages enclosed with this letter. Once all signatures have been obtained, the NCDA will return a fully executed Amendment No. 2 to you for your records. If your council or board is no longer interested in participating in the NCDA or chooses not to approve the amendment, your council or board may consider adapting a resolution withdrawing from the NCDA. I am enclosing an alternative draft Resolution to Withdraw from the Northstar Corridor Development Authority if your council or board prefers this option. As Chair, I believe that maintaining the collaboration of the governmental units within the Northstar Corridor is crucial to the success of Phase 2 and. to nurturing the start-up of Phase 1. Ongoing local support wilt he needed for building ridership and keeping residents and businesses informed of progress on Phase 2. Advocacy will be a key function of the NCDA as work proceeds on tl~e extension to St. Cloud. Therefore, I urge you to approve the resolution to approve the JPA amendment. Northstar Corridor Develop»:ent Authority 2100 3i`' Avenue, Anoka, Minnesota 55303-2265 (763) 323-5700 Fax.: (763) 323-56$2 www.northstartrain.org March 23, 2010 Page 2 of 3 SUMMARY OF AMENDMENT N0.2 Attached is the proposed Amendment No. 2 to the JPA. Proposed new language is underlined; deleted language is stricken. These changes are summarized below: Article I is amended to clarify that, under current law, the NCDA will need a delegation of authority from the Metropolitan Council (the owner and operator of Phase I) in order to develop the next phase of Northstar. 2. Article IV, Paragraph H, makes a similar change. 3. Article V, Section 2, Paragraph B is amended to update the statutory reference. The more substantive change proposes to authorize the Executive Committee to approve contracts up to amounts approved in the annual budget. 4. Article V, Section 2, Paragraph G is another update to include a reference to the Metropolitan Council. 5, Article VI, Sections 2 and 3 are amended to provide that the Chair of the NCDA must be a county commissioner representing a county regional railroad authority and shall act as Chair of the Executive Committee. Section 3 clarifies the Committee structure, membership and responsibility. Specifically, the proposed changes eliminate the Capital Budget Committee, change the Executive Committee membership to include only the funding pat•tners, and expand the duties of the Executive Committee to include the approval of contracts, the approval of the annual administrative budget, and the fornier responsibilities of the Capital Budget Committee. 6. Article VI, Section 6 is amended to require at least two meetings of the NCDA in each calendar year. While it is anticipated that the minimum will be exceeded., this amendment was suggested to ensure on-going participation of the NCDA. 7. Article VII, Section 2 clarifies the timing and process for the approval of the budget anal requires a 2/3 majority vote of the NCDA members present to approve the budget. This change addresses past difficulty in achieving a quorum when the annual budget needs to be approved. It further allocates administrative expenses arising out of claims for damages. 8. Article IX, Section 2 is simply an updated statutory reference 9. Article IX, Section 6 is a substantive clarification to address liability. The original JPA allocated. liability/damages in proportion to the entities' funding contribution:. (See Article VII, Section 2.) The new Article IX, Section 6 establishes that the NCDA is a separate public entity,. each party is responsible for its own acts, and reaffirms the tort liability limits. The proposed change is more reflective of the approach in current intergoverrunental agreements and provides greater protection to the members. March 23, 2010 Page 3 of 3 CLOSING In closing, I thank you for all of your years of service on the NCDA. We accomplished an amazing thing by delivering the Northstar Commuter Rail Project, Phase 1. Our job is not completed; we need to get the. train to St. Cloud. Once again, I urge you to approve the proposed amendment to the JPA so that we can move forward efficiently and effectively to finish the Northstar Project. If you have any questions about the proposed amendment or process, please call Tim. Yantos at 763-323- 5692. Sincerely, ~~--- ~ Dan Erhart, Chair Northstar Corridor Development Authority DE/kk Enclosures: 1. Resolution to Approve Amendment No. 2 to Joint Powers Agreement Establishing the. Northstar .Corridor Development Authority 2. Amendment No. 3 to JPA, with 30 signature pages 3. Redlined version of Amendment No. 2 to 1PA 4. Resolution to Withdraw from the Northstar Corridor Development Authority RESOLUTION 10-_ A RESOLUTION TO APPROVE AMENDMENT NO. 2 TO JOINT POWERS AGREEMENT ESTABLISHING THE NORTHSTAR CORRIDOR DEVELOPMENT AUTHORITY WHEREAS, the Northstar Corridor Development Authority (NCDA) was established in May of 1997 pursuant to a joint powers agreement entered into by the counties, county regional railroad authorities, cities and towns along the Northstar Corridor from Minneapolis to the St. Cloud area; and WHEREAS, the City of Elk River entered into the Joint Powers Agreement, as previously amended in 1999, (hereinafter the "Agreement") for the purpose of meeting the future transportation needs of the Northstax Corridor from the St. Cloud area to downtown Minneapolis; and WHEREAS, the NCDA has, in collaboration with the Minnesota Department of Transportation ("Mn/DOT") and the Metropolitan Council, completed the design and construction of the first phase of the Northstar commuter rail system from Big Lake to Minneapolis; and WHEREAS, revenue service of the first phase of the Northstar commuter rail system commenced on November 16, 2009 and is owned and operated by the Metropolitan Council; and WHEREAS, the members desire to amend the Agreement to streamline the operations of the NCDA, in order to efficiently and cost effectively complete the Northstar commuter rail system to the City of St. Cloud. NOW, THEREFORE BE IT RESOLVED that the Ciry of Elk River hereby approves Amendment No. 2 to the Agreement. BE IT FURTHER RESOLVED that the Mayor and the City Clerk of the City of Elk River are hereby authorized to execute Amendment No. 2 to the Agreement, substantially in the form presented. BE IT FURTHER RESOLVED that the Ciry Clerk is directed to prepare a certified copy of this resolution and deliver it, together with executed signature pages to Amendment No. 2 to the Agreement, to the Chair of the NCDA. APPROVED AND ADOPTED this 5`'' day of April, 2010. ATTEST: Stephanie Klinzing, Mayor Tina Allard, City Clerk AMENDMENT NO.2 TO JOINT POWERS AGREEMENT ESTABLISHING THE NORTHSTAR CORRIDOR DEVELOPMENT AUTHORITY THIS AMENDMENT NO. 2 is made by and between the undersigned Counties, Regional Railroad Authorities, Cities, and Townships, all being governmental units of the State of Minnesota, (hereinafter the "Members") pursuant to Minn. Stat. §§ 471.59 and 398A.04, subd. 9, and shall be effective upon execution by each of the Members. WHEREAS, the Members have entered into a joint powers agreement, as amended, (hereinafter the "Agreement") for the purpose of meeting the future transportation needs of the Northstar Corridor from the St. Cloud area to downtown Minneapolis; and WHEREAS, the Northstar Corridor Development Authority (hereinafter the "Authority") has, in collaboration with the Minnesota Department of Transportation ("Mn/DOT") and the Metropolitan Council, completed the design and construction of the first phase of the Northstar commuter rail system from Big Lake to Minneapolis; and WHEREAS, revenue service of the first phase of the Northstar commuter rail system commenced on November 16, 2009 and is owned and operated by the Metropolitan Council; and WHEREAS, the Members desire to amend the Agreement to streamline the operations of the Authority, in order to efficiently and cost effectively complete the Northstar commuter rail system to the City of St. Cloud. NOW, THEREFORE, in consideration of the mutual promises and benefits that each Member shall derive herefrom, and other good and valuable consideration, receipt of which is hereby acknowledged, the Members agree to amend the Agreement as follows: Article I of the Agreement, as previously amended, is further amended to read as follows: ARTICLE I. PURPOSE The purpose of the parties in entering into this Agreement is to analyze the feasibility and environmental impacts of integrated transportation improvements along the Highway 10 corridor, including highway improvements, commuter and freight rail, recreational trails, intelligent transportation system ("ITS"), safety and related land use issues. The method of accomplishing the purpose of this Agreement is the establishment of a joint powers board to provide a mechanism whereby the parties can jointly address the need for enhanced transportation along the corridor, congestion relief, decreased traveling time, and systematic land use and development planning. Additionally, the purpose of the parties is work together to meet the future transportation needs of the Northstar Corridor with the following four goals: (1) Improve mobility and safety; (2) Minimize adverse environmental impacts and foster positive environmental effects; (3) Encourage transportation-supportive land use and development patterns; and (4) Provide acost-effective and efficient transportation system. In the furtherance of this purpose, the parties authorize the Authority to accept the delegation from the State and/or the Metropolitan Council of the responsibility and authority to develop commuter rail in the Northstar Corridor, including but not limited to preparing an advanced corridor plan, financial and operating plans, negotiating with the railroads, preliminary engineering, final design, and construction. 2. Article IV, Paragraph H of the Agreement, as previously amended, is further amended to read as follows: H. The Authority shall perform the responsibilities delegated by the Commissioner of Transportation andfor the Metropolitan Council for development and construction of commuter rail, pursuant to an agreement with the State of Minnesota and subject to the condition that sufficient funds are received. 3. Article V, Section 2, Paragraph B of the Agreement, as previously amended, is further amended to read as follows: B. The Authority may enter into any contract necessary or proper for the exercise of its powers or the fulfillment of its duties, including agreements entered into pursuant to Minn. Stat. §§ 471.59, 398A.04, 473.4057, and 174.82, and enforce such contracts to the extent available in equity or at law. The Authority or the Executive Committee may approve any contract relating to this Agreement up to the amount approved in the annual budget, and may authorize the Chair of the Authority to execute those contracts. No payment on any invoice for services performed by a consultant or any other person or organization providing services in connection with this Agreement shall be authorized unless approved by the Executive Committee or as otherwise authorized by the Executive Committee. 2 4. Article V, Section 2, Paragraph G of the Agreement, as previously amended, is further amended to read as follows: G. The Authority may acquire, hold, and dispose of 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, agreements relating to the financing of the Northstar Corridor, or agreements with the State of Minnesota or the Metropolitan Council. 5. Article VI, Sections 2 and 3, of the Agreement, as previously amended, are further amended to read as follows: Section 2: Chair and Vice Chair. The Authority shall elect a Chair and Vice Chair from its membership at its first regular meeting. The Chair and Vice Chair shall be elected by the Authority from its membership for a two year term and must be a county commissioner representing a county regional railroad authority. The Chair shall preside at all meetings of the Authority, may establish such subcommittees as may be needed from time to time and shall perform other duties and functions as may be determined by the Authority. The Vice Chair shall preside over and act for the Authority during the absence of the Chair. The Vice Chair shall also perform the duties and functions of the Treasurer as provided for in the by-laws. If both the Chair and Vice Chair are absent, the Authority may elect a temporary chair to conduct its business, provided a quorum is present. Section 3: Committees. A. Executive Committee. The Authority shall establish an Executive Committee of the Authority consisting of the following: two members from the Anoka County Regional Railroad Authority; two members from the Sherburne County Regional Railroad Authority; two members from the Hennepin County Regional Railroad Authority; one member from the Stearns County Regional Railroad Authority; and one member from the Stearns County Board of Commissioners. In the absence of an appointed commissioner at a meeting of the Executive Committee, an alternate commissioner ,may exercise the voting rights of the member. In the event that only one appointed commissioner is present at a meeting of the Executive Committee, that commissioner may cast two votes. The Chair of the Authority shall act as the Chair of the Executive Committee. The duties of the Executive Committee shall include the following: 3 1. Subject to the Authority's direction, the Executive Committee shall fulfill the day-to-day responsibilities of the Authority for the implementation of commuter rail in the Northstar Corridor, including the Authority's responsibility to act as the Corridor Coordinating Committee described in Minn. Stat. § 174.86, subd. 5. 2. The Executive Committee shall be responsible for approving contracts and expenses relating to this Agreement up to the amount approved in the annual budget and authorizing the Chair of the Authority to execute those contracts, approving invoices within approved contract amounts, addressing personnel issues, fulfilling the management responsibilities of the~Authority, and performing such other duties as set forth in the Authority's bylaws. 3. The Executive Committee shall recommend the annual administrative budget to the Authority. The budget must be recommended by 4/5th majority vote of the Executive Committee. 4. The Executive Committee shall be responsible for making recommendations to the Authority concerning any decision regarding the capital costs or capital budget for the Northstar Corridor. Any decision of the Authority that would increase the capital contribution of any member must be approved by a unanimous vote of the Executive Committee and must be approved by each of the funding partner's board of commissioners. 6. Article VI, Section 6, of the Agreement is amended to read as follows: Section 6: Meetings. An initial organizational meeting of the Authority shall be held at the Sherburne County Courthouse, on May 1, 1997, at 4:30 p.m. Thereafter, the Authority shall meet at regular meetings at such times and places as the Authority shall establish in its bylaws. Special meetings may be held on reasonable notice by the Chair or any two representatives upon terms and conditions as the Authority may determine. The Authority shall meet at least twice in each calendar year. 7. Article VII, Section 2, of the Agreement is amended to read as follows: Section 2: On-Going Administrative Expenses. A. By August 15 of each year, the Authority shall adopt an annual administrative budget for the following calendar year, and shall determine the amount of contribution, if any, by each member county regional railroad authority. The budget and the resulting assessments shall be 4 approved by atwo-thirds majority vote of the members present at a meeting of the Authority called for that purpose. Any excess funds in the administrative budget remaining at the end of the fiscal year shall be carried forward in such manner as to reduce proportionately each member's contribution for the following fiscal year. B. If the Authority incurs any administrative expenses as a result of a claim for damages, the administrative expenses paid shall be assessed against each member in the same proportion as the assessments described in paragraph A above, as applicable. 8. Article IX, Section 2, of the Agreement is amended to read as follows: Section 2: Records, Accounts and Reports. The Authority shall establish and maintain such funds and accounts as may be required by good accounting practices. The books and records of the Authority shall be subject to the provisions of Minn. Stat. Chapter 13, the Minnesota Government Data Practices Act, and Minn. Stat. § 16C.05, subd. 5. The Authority, within one hundred and twenty (120) days after the close of each fiscal year, which shall be January 1 to December 31, shall give a complete written report of all financial activities for such fiscal year to the parties. 9. Article IX is amended by adding a new Section 6 to the Agreement to read as follows: Section 6: Liability A. Separate Public Entity. The Authority is a public entity separate from the parties and shall not be deemed by virtue of this Agreement to be an agent or partner of the parties to this Agreement, the Metropolitan Council, the Minnesota Department of Transportation, or any grantee, nor shall the parties be liable for the actions of the Authority, the Metropolitan Council, the Minnesota Department of Transportation or any grantee. B. Responsibility for Own Acts and Omissions. Each party agrees that it will be responsible for its own acts and omissions, the acts and omissions of its commissioners, officers and employees and any liability resulting there from to the extent authorized by law. No party shall be responsible for the acts of the other parties and the results thereof. Each party acknowledges and agrees that it is insured or self-insured consistent with the limits established in Minnesota State Statute. Each party agrees to promptly notify all parties if it becomes aware of any potential Authority related claim(s) or facts giving rise to such claims. 5 C. No Waiver. Notwithstanding the foregoing, the terms of this Agreement are not to be construed as, nor operate as, waivers of a party's statutory or common law immunities or limitations on liability, including, but not limited to, Minn. Stat. Chap. 466. Further, the party's obligations set forth in this Article and otherwise in this Agreement, are expressly limited by the provisions of Minn. Stat. Chap. 466, Minn. Stat. § 471.59, and any other applicable law or regulation providing limitations, defenses or immunities to the parties and to the Authority. 10. This Amendment No. 2 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 11. The terms and conditions set forth in the Agreement, as previously amended, shall continue in full force and effect, except as modified herein, and shall apply to this Amendment No. 2 as if fully set forth herein. IN WITNESS WHEREOF, the parties to this Amendment No. 2 to the Joint Powers Agreement Establishing the Northstar Corridor Development Authority have hereunto set their hands on the date written below: 6 R AMENDMENT NO. 2 TO JOINT POWERS AGREEMENT ESTABLISHING THE NORTHSTAR CORRIDOR DEVELOPMENT AUTHORITY THIS AMENDMENT N0.2 is made by and between the undersigned Counties, Regional Railroad Authorities, Cities, and Townships, all being governmental units of the State of Minnesota, (hereinafter the "Members") pursuant to Minn. Stat. §§ 471.59 and 398A.04, subd. 9, and shall be effective upon execution by each of the Members. WHEREAS, the Members have entered into a joint powers agreement, as amended, (hereinafter the "Agreement") for the purpose of meeting the future transportation needs of the Northstar Corridor from the St. Cloud area to downtown Minneapolis; and WHEREAS, the Northstar Corridor Development Authority (hereinafter the "Authority") has, in collaboration with the Minnesota Department of Transportation ("Mn/DOT") and the Metropolitan Council, completed the design and construction of the first phase of the Northstar commuter rail system from Big Lake to Minneapolis; and WHEREAS, revenue service of the first phase of the Northstar commuter rail system commenced on November 16, 2009 and is owned and operated by the Metropolitan Council; and WHEREAS, the Members desire to amend the Agreement to streamline the operations of the Authority, in order to efficiently and cost effectively complete the Northstar commuter rail system to the City of St. Cloud. NOW, THEREFORE, in consideration of the mutual promises and benefits that each Member shall derive herefrom, and other good and valuable consideration, receipt of which is hereby acknowledged, the Members agree to amend the Agreement as follows: Article I of the Agreement, as previously amended, is further amended to read as follows: ARTICLE I. PURPOSE The purpose of the parties in entering into this Agreement is to analyze the feasibility and environmental impacts of integrated transportation improvements along the Highway 10 corridor, including highway improvements, commuter and freight rail, recreational trails, intelligent transportation svstem ("ITS, safety and related land use issues. The method of accomplishing the purpose of this Agreement is the establishment of a joint powers board to provide a mechanism whereby the parties can jointly address the need for enhanced transportation along the corridor, congestion relief, decreased traveling time, and systematic land use and development planning. Additionally, the purpose of the parties is work together to meet the future transportation needs of the Northstar Corridor• with the following four goals: (1) Improve mobility and safety; (2) Minimize adverse environmental impacts and foster positive environmental effects; (3) Encourage transportation-supportive land use and development patterns; and (4) Provide acost-effective and efficient transportation system. In the furtherance of this purpose, the parties authorize the Authority to accept the delegation from the State and/or the Metropolitan Council of the responsibility and authority to develop commuter rail in the Northstar Corridor, including but not limited to preparing an advanced corridor plan, financial and operating plans, negotiating with the railroads, preliminary engineering, final design, and construction. 2. Article IV, Paragraph H of the Agreement, as previously amended, is further amended to read as follows: H. The Authority shall perform the responsibilities delegated by the Commissioner of Transportation and/or the Metropolitan Council for development and construction of commuter rail, pursuant to an agreement with the State of Minnesota and subject to the condition that sufficient funds are received. 3. Article V, Section 2, Paragraph B of the Agreement, as previously amended, is further amended to read as follows: B. The Authority may enter into any contract necessary or proper for the exercise of its powers or the fulfillment of its duties, including agreements entered into pursuant to Minn. Stat. §§ 471.59, 388398A.04, s~bd--8473.4057, and 174.82, and enforce such contracts to the extent available in equity or at law. The Authority or the Executive Committee may approve any contract relating to this Agreement up to the amount approved in the annual budget, and may authorize the Chair of the Authority to execute those contracts. No payment on any invoice for services performed by a consultant or any other person or organization providing services in connection with this Agreement shall be authorized unless 2 approved by the Executive Committee or as otherwise authorized by the Executive Committee. 4. Article V, Section 2, Paragraph G of the Agreement, as previously amended, is further amended to read as follows: G. The Authority may acquire, hold, and dispose of 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, agreements relating to the financing of the Northstar Corridor, or agreements with the State of Minnesota or the Metropolitan Council. 5. Article VI, Sections 2 and 3, of the Agreement, as previously amended, +s-are further amended to read as follows: Section 2: Chair and Vice Chair. The Authority shall elect a Chair and Vice Chair from its membership at its first regular meeting. The Chair and Vice Chair shall be elected by the Authority from its membership for a two year term and must be a county commissioner representing a county regional railroad authority. The Chair shall preside at all meetings of the Authority, may establish such subcommittees as may be needed from time to time and shall perform other duties and functions as may be determined by the Authority. The Vice Chair shall preside over and act for the Authority during the absence of the Chair. The Vice Ghair shall also perform the duties and functions of the Treasurer as provided for in the by-laws. If both the Chair and Vice Chair are absent, the Authority may elect a temporary chair to conduct its business, provided a quorum is present. Section 3: Committees. A. Executive Committee. The Authority shall establish an Executive Committee of the Authority consisting of the following: two members from the Anoka County Regional Railroad Authority; two members from the Sherburne County Regional Railroad Authority: two members from the Hennepin County Regional Railroad Authority; one member from the Stearns County Regional Railroad Authority; and one member from the Stearns County Board of Commissioners. In the absence of an appointed commissioner at a meeting of the Executive Committee, an alternate commissioner may exercise the voting rights of the member. In the event that only one appointed commissioner is present at a meeting of the Executive Committee, that commissioner may cast two votes. The Chair of the Authority shall act as the Chair of the Executive 3 Committeefi„° m°mh°r~ nnr•I nl}°rnn}°~ innl~irlinn nn° e f o h° (~hnir of /~~~}hnri}ii ° hl~chinn }hn $l~ 8,~a~~e~l-a~-t t~G~zaz~ ~~orir~-l-Fl-c'S•t~r~rrtrr9zrrc Ex~r~}tee-~m,~ee ~he~ ~~}hnri}~i chill nnncirl~-~cnona ~, Inn ° ~n }L.° rnr~r °n}n}inn nn }h° ("~nmmi#nn Th° ~ ~~}iii° crru~rrC-c-rrrctt~~c-rc~re$cnrcnT ~rr~ eEcrcrcc m~}}ee-5,~,01~°~~nnncihl° fnr nnr~rn~iinn invnin°c ~~ii}hin ~'~n-nrc cr - nr+r.rnv°r• nnn}ran} mm~iin}c nrlrJr°ccinn n°rcnnn°I icc~~°~ fulfillinn r i }}1° /J .iii }n rlnv mnnn nnm°n} r°annnc~ihili}i°c of }h° ('nrrirlnr rrvg~~raiiln-r~~Tv-riin i }}}~~~C~I~e~ i n ~ A i n n C }n } t. 'I 7 it . S2 4: ~ ~ hpv--v- e e n nr~ nnrfnrminn ci ~nh n}hnr rJi i}i°c nc c°} fn r}h in }h° /~~ i}hnri}a i'c~ S. g_ ~`nr,i}nl Rurln~, ('nmmi}te° f-Fi ~~ ri}v e~hnl -- -vvmrrTrr °c}.~hlic.h n~nr~i}nl Ri~r7n °} ~nmmi}}nn of }hn /~~~}hnri}ii nn nc~ic~}inn of V V lU iJi r_nn° m°mh°r nnrl mil}°rnn}° frnm °nnh of }h° fnllnieiinn• }h° 4nnLn L~n~in}ii p°ninnnl I7nilrnn~ 4n}hnri}ii }h° I-I°nn°nin !~`niin}~yL?°ninnnl i ~~ }hnri}ii Charhnrn° ('niin}ii Dpdinnnl Qnilrnn~7 Aii}hnri}~i e "y ~ rvi°mh°ro }n }h° (~nni}nl R~~rl rvn} (~nmmi}}nn if }hn} mnmhnr hnn The duties of the Executive Committee shall include the following: 1,_ Subject to the Authority's direction, the Executive Committee shall fulfill the day-to-day responsibilities of the Authoritv for the implementation of commuter rail in the Northstar Corridor, including the Authority's responsibility to act as the Corridor Coordinating Committee described in Minn. Stat. 174.86, subd. 5. 2. The Executive Committee shall be responsible for approving contracts and expenses relating to this Agreement up to the amount approved in the annual budget and authorizing the Chair of the Authoritv to execute those contracts, approving invoices within approved contract amounts, addressing personnel issues, fulfilling the management responsibilities of the Authority, and performing such other duties as set forth in the Authority's bylaws. 3. The Executive Committee shall recommend the annual administrative budget to the Authoritv. The budget must be recommended by 4/5th majority vote of the Executive Committee. 4. The Executive Committee shall be responsible for making recommendations to the Authority concerning any decision regarding the capital costs or capital budget for the Northstar Corridor °n,~ '~°rfnrminn c•~~nh n}hnr r•l~~}i°n nc~ ten} fn r}h in }h° n~~}hnri}ii°o hiilniac Any decision of the Authoritv that would increase the capital contribution of any member must be approved by a unanimous ~'°~Rvote of the Executive Committee and must be approved by each of the ^^^~funding partner's board of commissioners s+i. 6. Article VI, Section 6, of the Agreement is amended to read as follows: Section 6: Meetings. An initial organizational meeting of the Authority shall be held at the Sherburne County Courthouse, on May 1, 1997, at 4:30 p.m. Thereafter, the Authority shall meet at regular meetings at such times and places as the Authority shall establish in its bylaws. Special meetings may be held on reasonable notice by the Chair or any two representatives upon terms and conditions as the Authority may determine. The Authority shall meet at least twice in each calendar year. 7. Article VII, Section 2, of the Agreement is amended to read as follows: Section 2: On-Going Administrative Expenses. A. By ,J-~4y-August 15 of each year, the Authority shall adopt an annual administrative budget for the following calendar year, and shall determine the amount of contribution, if any, by each member county regional railroad authority. The budget and the resulting assessments shall be approved by atwo-thirds majority vote of the members present at a meeting of the Authority called for that purpose. Any excess funds in the administrative budget remaining at the end of the fiscal year shall be carried forward in such manner as to reduce proportionately each member's contribution for the following fiscal year. B. If the Authority incurs any administrative expenses as a result of a claim for damages, the administrative expense paid shall be assessed against each member in the same proportion as the assessments described in paragraph A above, as applicable. 8. Article IX, Section 2, of the Agreement is amended to read as follows: Section 2: Records, Accounts and Reports. The Authority shall establish and maintain such funds and accounts as may be required by good accounting practices. The books and records of the Authority shall be subject to the provisions of Minn. Stat. Chapter 13, the Minnesota Government Data Practices Act, and Minn. -Stat. § ~-~-84.16C.05, subd. 5. The Authority, within one hundred and twenty (120) days after the close of each fiscal year, which shall be January 1 to 5 December 31, shall give a complete written report of all financial activities for such fiscal year to the parties. 9. Article IX is amended by adding a new Section 6 to the Agreement to read as follows: Section 6: Liability A. Separate Public Entity. The Authority is a public entity separate from the parties and shall not be deemed by virtue of this Agreement to be an agent or partner of the parties to this Agreement, the Metropolitan Council, the Minnesota Department of Transportation, or any grantee, nor shall the parties be liable for the actions of the Authority, the Metropolitan Council, the Minnesota Department of Transportation or any grantee. B. Responsibility for Own Acts and Omissions. Each party agrees that it will be responsible for its own acts and omissions, the acts and omissions of its commissioners, officers and employees and any liability resulting there from to the extent authorized by law. No party shall be responsible for the acts of the other parties and the results thereof. Each party acknowledges and agrees that it is insured orself-insured consistent with the limits established in Minnesota State Statute. Each party agrees to promptly notify all parties if it becomes aware of any potential Authority related claim(s) or facts giving rise to such claims. C. No Waiver. Notwithstanding the foregoing, the terms of this Agreement are not to be construed as, nor operate as, waivers of a party's statutory or common law immunities or limitations on liability, including, but not limited to, Minn. Stat. Chap. 466. Further, the party's obligations set forth in this Article and otherwise in this Agreement, are expressly limited bYthe provisions of Minn. Stat. Chap. 466, Minn. Stat. ~ 471.59, and any. other applicable law or regulation providing limitations, defenses or immunities to the parties and to the Authority. 10. This Amendment No. 2 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 11. The terms and conditions set forth in the Agreement, as previously amended, shall continue in full force and effect, except as modified herein, and shall apply to this Amendment No. 2 as if fully set forth herein. IN WITNESS WHEREOF, the parties to this Amendment No. 2 to the Joint Powers Agreement Establishing the Northstar Corridor Development Authority have hereunto set their hands on the date written below: 6 `A- RESOLUTION A Resolution to Withdraw from the Northstar Corridor Development Authority WHEREAS, the Northstar Corridor Development Authority (NCDA) was established in May of 1997 pursuant to a joint powers agreement entered into by the counties, county regional railroad authorities, cities and towns along the Northstar Corridor frorn Minneapolis to the St. Cloud area; and WHEREAS, the sole purpose of the NCDA`is to address the transportation needs of the Trunk Highway 10/Northstar Corridor; and s WHEREAS, commuter rail service on the Northstar Corridor from Big Lake to Minneapolis commenced on November 16, 2009; and WHEREAS, {Insert Governmental Entity] entered into the NCDA Joint Powers Agreement (the "Agreement') and is a member of the NCDA; and WHEREAS, Article VIII, Section 1 of the Agreement provides that any party to the Agreement may withdraw upon giving 90 days written notice to the NCDA and by showing that all amounts due and owing pursuant to Article VII of the Agreement have been paid; and WHEREAS, pursuant to Article VII, Section 1 of the Agreement, notice of withdrawal shall be in the form of a certified copy of a Resolution of the withdrawing member's governing body indicating its intent to withdraw from the Agreement. NOW, THEREFORE BE IT RESOLVED that insert entity hereby gives notice of withdrawal from the NCDA. 4 BE IT FURTHER RESOLVED that this Resolution and deliver it to the Chair of the NCDA. is directed to prepare a certified copy of BE IT FURTHER RESOLVED that is further directed to provide documentation to the NCDA showing that all amounts due and owning (if applicable to the entity) pursuant to Article VII have been paid. APPROVED AND ADOPTED this day of , 2010. [insert certification and signature lines]