HomeMy WebLinkAbout8C, City - County Joint Powers Agreement for TCAAP ,Mlt
--A EN HILLS
Request for Council Action 8C
Prepared By: Patrick Klaers, City Administrator Council Meeting Date: November 13, 2012
City— County Joint Powers Agreement for TCAAP
Budgeted Amount: Actual Amount: Funding Source:
N/A N/A N/A
Recommendation:
Informational only. No action required.
Supporting Documents:
1. Memorandum dated November 13,2012, from Patrick Klaers,City Administrator.
2. Joint Powers Agreement for the Redevelopment of the Twin Cities Army Ammunition Plant.
3. Map of Proposed TCAAP Acquisition.
lt
-- IkEN�HILLS
MEMORANDUM
DATE: November 13,2012
TO: Honorable Mayor and City Council Me bers
FROM: Patrick Klaers, City Adminis at r /"(
SUBJECT: City—County JPA for TCAAP
Background
In 2011 and 2012, Ramsey County and the Minnesota Vikings proposed to Governor
Dayton and the State Legislature that the best site for a stadium project was the TCAAP
property. The City of Arden Hills supported the efforts of Ramsey County in this
endeavor and stated that the City was open to any project that removes the abandoned
buildings on the TCAAP site, remediates the environmental issues, and returns the site to
productive use.
During the stadium discussions, the County successfully negotiated a purchase price from
the General Services Administration(GSA) for the TCAAP property. The County also
successfully negotiated a contract with Bolander and Sons for the remediation of the
TCAAP property. The total cost for acquisition and remediation was approximately$28.5
million.
As we all know,the stadium proposal has come and gone. However, what has not come
and gone is the commitment of Ramsey County to acquire, remediate, and help put the
TCAAP property back into productive use. In June 2012,the County Board took action to
apply for a DEED grant and other funding opportunities to help finance the remediation
of the TCAAP property. On June 25, 2012 the City Council adopted Resolution 2012-
023: A Resolution in Support of the Acquisition and Remediation of the Twin Cities
Army Ammunition Plant Site by Ramsey County. The DEED grant application was not
successful but the County is continuing to work on the TCCAP project. In October 2012,
the County Board amended the Bolander contract; and the Offer to Purchase (OTP)
between the County and GSA has been extended until the end of the year.
As the County continues to pursue the acquisition and remediation of the TCAAP
property,they also want to firm up their partnership with the City. While the County fully
expects to recapture its up-front financial investment into the TCAAP project,the County
also wants to know that if they are going to invest up to $28.5 million into the TCAAP
project,then the City supports them in their efforts to put the property into productive
use. To this end, the County and City have been working on a Joint Powers Agreement
(JPA)that outlines the role and responsibilities of each party as it relates to the TCAAP
site.
October 29th Council Work Session
The JPA was discussed with the City Council at the October 29, 2012 work session. Most
of the Council comments on October 29th related to the cost for trunk utilities and the cost
for the planning documents—the Alternative Urban Areawide Review(AUAR) and the
Master Plan. The Council wanted to know how much the City needed to spend and how
the City is going to recapture its investment. The Council wanted the City to minimize its
financial risks. Discussion included why this TCAAP site and project is unique and what
the City is doing differently in working with the County versus how the City would
interact with a private developer.
Joint Powers Agreement
Mike Norton, Kennedy & Graven, has been instrumental in helping the City with the
terms and conditions of the JPA and has been the main author of the JPA document.
Mike Norton will be at this City Council meeting to answer questions from the Council
on the JPA.
Attached for your review is the proposed JPA. Two key components of the JPA that need
discussion by the City Council are the Joint Development Authority (Article Il) and the
TCAAP Master Plan (Article I1I).
Comments in this memo are intended to be a response to some of the questions raised by
the Council at the October 29th work session and to highlight the main JPA issues. The
JPA document is lengthy and if a point-by-point review of the JPA is desired, then a
special meeting or work session with our Attorney may be needed.
Article II - Joint Development Authority
Pursuant to the authority of the Joint Powers Act and the draft JPA, the City and the
County agree to create a joint powers board called the Joint Development Authority
(JDA). The purpose of the JDA is to exercise the common powers of the City and the
County for the redevelopment of the TCAAP site. Per the Joint Powers Act,the JDA will
be a governmental entity of the State. One of the main responsibilities of the JDA is the
implementation of the TCAAP Master Plan.
The JDA will have five (5) members; two from the County Board, two from the City
Council, and one non-elected official appointed by the City Council (section 2.3.1.). The
general authority of the JDA Board is listed in section 2.3.2.
The County is to serve as the fiscal agent for the JDA (section 2.3.3.). Also, the County
shall fund the initial and ongoing expenses of the JDA (section 2.3.4.).
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Article III—TCAAP Master Plan
A UAR and Master Plan
Article III outlines how the Master Plan will be implemented by the JDA. The City is
responsible for preparing and paying for the AUAR. This is an environmental review
required by State law. The City is also responsible for preparing and paying for the
TCAAP Master Plan. It is expected that these two planning documents will be developed
simultaneously. The County is currently undertaking a market study that will assist the
City in putting together the AUAR and Master Plan.
The cost for these planning documents is expected to be in the $450,000 - $500,000
range. The City has some estimates from two qualified consulting firms for the AUAR
but does not yet have any estimate on the cost of the Master Plan. The elements of the
Master Plan are listed in section 3.2.1. and in Schedule B of the JPA.
The City believes that it will be able to recapture its investment in the AUAR and the
Master Plan through a fee on building permits and/or a fee on land use applications. The
City is comfortable that there is a sound legal basis to recapture the cost of the AUAR
and Master Plan through a land application fee and/or a building permit fee as there is a
direct correlation between these plans and land use approvals.
It is recommended that the City's funding source for the AUAR and the Master Plan be
an internal loan from the City's Permanent Improvement Revolving (PIR) fund. The
latest draft of the City five (5) year Capital Improvement Program that shows the cash
flow and planned uses of the PIR fund has recently been distributed to the Council.
Repayment to this fund would likely take 15 or so years and would depend on the
redevelopment pace of the TCAAP site.
The financing and repayment for the AUAR and Master Plan could look like the
following example:
The City expects to spend money on the planning documents in 2013-15. The
City would be spending the money something like the following: $150,000 in
2013; $250,000 in 2014; and $50,000 in 2015.
If there are 300 net developable and assessable acres (net of County Road right-
of- way, regional ponding, and park land); and if the cost for the AUAR and
Master Plan is $450,000; then the City would charge a$1,500 per acre fee for
planning documents.
The City would recapture the funds as land is developed. It is expected that it will
take from 10 to 15 years for TCAAP to be fully redeveloped. If the pace of
redevelopment is an average of 25 acres per year, then the City would recapture
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an average of$37,500 per year for the cost of the planning documents. If the
redevelopment started in 2015; then over a 12 year period ending in 2027 the city
would recapture $450,000.
Infrastructure
The County is responsible for the financing and construction of a"Spine Road"that will
connect County Highway 96 and the County Road H intersection at I-35 W(section
3.4.3.). The County is also responsible for causing off-site transportation improvements
(section 3.4.4.).
The City is responsible for the construction of the City public improvements (section
3.5.2). At the October 291h work session the Council had questions about the funding of
the utilities. At the work session, I indicated that the County would commit to repaying
the City for the trunk utilities so we could make bond payments. I have subsequently
learned that the commitment from the County would need to be timed according to the
selling of the land. Therefore while the County would guarantee repayment for the trunk
utilities, it could not commit to a set repayment schedule. This approach is not acceptable
to the City and, accordingly,this section of the JPA has changed. Section 3.5.2. of the
JPA now states that the City will not construct the public improvements unless the cost
can be charged to a developer pursuant to the City's petition process. This method of
requesting and installing utilities, and repaying bonds for utilities for a development is a
typical way of doing projects.
Much like the repayment example above for the AUAR and Master Plan; the funding for
the trunk utilities could be as follows:
Take the same net developable 300 acres and using a cost figure of$6 million for
trunk sewer, water, and storm sewer; then you end up with a$20,000 cost per acre
for trunk utilities. This approach will equalize the cost and benefit for trunk
utilities throughout the TCAAP site. A feasibility study for trunk utilities will
need to be completed and the $6 million figure above is just an estimate that the
City obtained after meeting with a consulting firm.
The difference between the utilities example and the AUAR/Master Plan example is that
the utilities would be phased-in and would only be installed when petitioned for by a
Developer and the planning documents will be financed on the front end of the project.
The City and the County will share the cost of the storm water ponding system (section
3.7.). Funding for regional ponding has not been discussed in detail but it is expected that
this improvement will also be developer driven and financed.
The developer petition approach will be used for site specific proposal in order to install
the internal streets and lateral utilities.
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Concluding Comments
There are a lot of costs involved with the TCAAP project. An overriding concern is that
the end market for the property can justify the cost of land acquisition and development.
At this time County and City staff believes that the market will be able to afford this
project.
There are still lots of"unknowns"with this JPA. This is about the ninth version of the
JPA and staff cannot go much further in analyzing the project without Council approval
to move forward. There will be some time over the next 18 months to figure out and
address the unknowns at the City level. The planning documents will greatly help us
understand the best way to have the site redeveloped.
The County staff is working on the Gantt Chart to identify the sequence of events after
approval of the JPA. In moving this TCAAP redevelopment project forward there will be
numerous activities taking place simultaneously (i.e. Bolander remediation work,
planning studies being worked on, funding for transportation be worked on at the
Legislature, JDA by-laws being drafted, etc). In many respects, from a City long term
point of view, how the JDA will operate and review/approve/inspect the development
proposals are more important than the financial investment by the City into the planning
documents.
The City should condition any approval of the JPA contingent upon the County
approving the OTP. Likewise, it is expected that the County will not approve the Offer to
Purchase the TCAAP site without City approval of the JPA. We are partners in many
respects with this TCAAP redevelopment project.
The TCAAP property is a unique site with unique challenges. A partnership with Ramsey
County looks to be the City's best opportunity for the foreseeable future to have the
TCAAP site put back into productive use.
The JPA is scheduled to be on the November 26th City Council agenda. This schedule
assumes that the County is ready to approve the OTP on November 27th. If the City
Council would like to review the JPA in more detail, we should think about to having a
special work session in the next week or so.
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DRAFT COPY 11/8/12
JOINT POWERS AGREEMENT
FOR THE REDEVELOPMENT OF THE TWIN CITIES ARMY AMMUNITION PLANT
By and Between
THE CITY OF
ARDEN HILLS,MINNESOTA
and
THE COUNTY OF RAMSEY
STATE OF MINNESOTA
Dated as of: , 2012
This document was drafted by:
KENNEDY& GRAVEN, Chartered (MTN)
470 US Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
Telephone: (612) 337-9300
409894v9 MTN AR200-13
TABLE OF CONTENTS
PREAMBLE ............................................................................................................................ 1
ARTICLE I
Definitions
Section1.1. Definitions ..........................................................................................................3
ARTICLE 11
Joint Development Authority
Section2.1. Authorization......................................................................................................6
Section2.2. General Purpose..................................................................................................6
Section 2.3. Joint Development Authority .............................................................................6
ARTICLE III
TCAAP Master Plan
Section 3.1. Development of the AUAR and the TCAAP Master Plan;
General Requirements ...................................................................................... 11
Section 3.2. Elements of TCAAP Master Plan..................................................................... 11
Section 3.3. Amendment of the TCAAP Master Plan.......................................................... 14
Section 3.4. County Implementation Responsibilities.......................................................... 14
Section 3.5. City Implementation Responsibilities............................................................... 15
Section 3.6. Joint Responsibilities........................................................................................ 16
Section 3.7. Cost Allocation; Cost Recovery....................................................................... 16
Section 3.8. Development Site Cost Recovery Process........................................................ 17
Section 3.9. Additional Cost Recovery................................................................................. 17
ARTICLE IV
Liability
Section 4.1. Responsibility for Risks and Liabilities............................................................ 19
Section4.2 Insurance........................................................................................................... 19
Section 4.3. Liability Insurance............................................................................................ 19
Section 4.4. Worker's Compensation Insurance................................................................... 19
Section4.5. Requirements....................................................................................................20
ARTICLE V
Default and Termination
Section 5.1. Events of Default Defined................................................................................21
Section 5.2. Remedies on Default.........................................................................................21
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Section 5.3. No Remedy Exclusive ......................................................................................21
Section 5.4. No Additional Waiver Implied by One Waiver................................................21
Section 5.5. Termination; Additional Term..........................................................................21
Section 5.6. City Option to Purchase Upon Termination.....................................................22
Section 5.7. County Option Upon Termination....................................................................22
Section 5.8. Winding Up JDA Activities..............................................................................22
ARTICLE VI
Additional Provisions
Section 6.1. Conflict of Interests ..........................................................................................24
Section 6.2. Equal Employment Opportunity.......................................................................24
Section 6.3. Data Practices; Open Meeting..........................................................................24
Section 6.4. Titles of Articles and Sections..........................................................................24
Section 6.5. Notices and Demands.......................................................................................24
Section6.6. Severability.......................................................................................................24
Section 6.7. Enforcement......................................................................................................25
Section 6.8. Construction......................................................................................................25
Section 6.9. Entire Agreement..............................................................................................25
Section 6.10. Counterparts......................................................................................................25
Section6.11. Recording..........................................................................................................25
Section 6.12. Representations of the Parties...........................................................................25
SCHEDULE A Depiction of TCAAP Site/Legal Description
SCHEDULE B Elements of TCAAP Master Plan
SCHEDULE C JDA Development Application Process
SCHEDULE D JDA Fee Schedule
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JOINT POWERS AGREEMENT
FOR
THE REDEVELOPMENT OF THE TWIN CITIES ARMY AMMUNITION PLANT
THIS JOINT POWERS AGREEMENT (the "Joint Agreement" or the "JPA") is made
and entered into as of the day of , 2012, by and between the City of
Arden Hills, a Minnesota municipal corporation (the "City") and the County of Ramsey, a
political subdivision under the laws of Minnesota(the "County").
RECITALS
A. The County of Ramsey (the "County") is the Purchaser under that certain Offer to
Purchase, as Amended (the "OTP"), by and between the County and the United States of
America, by the General Services Administration, as Seller ("GSA"), for a portion of the real
property located in the City of Arden Hills (the "City") commonly referred to as the Twin Cities
Army Ammunition Plant ("TCAAP"). (The real property which is the subject of the OTP
contains approximately 430 acres of land and is referred to in this Joint Agreement as the
"TCAAP Site"). The purpose of County for purchasing the TCAAP Site is to facilitate the clean
up of existing environmental contamination, elimination of blight and the redevelopment of the
TCAAP Site for new development pursuant to the TCAAP Master Plan, as defined below.
B. Portions of the TCAAP Site contain environmental contamination as more fully
described in existing environmental reports (the "Contamination"). The OTP provides for
remediation of the Contamination pursuant to a lease from GSA to County. At the closing of the
sale and purchase as provided in the OTP, GSA will convey to County ownership of fee title to
the land, and related improvements, of the TCAAP Site that is not contaminated (the "Initial
Conveyance"), and will lease to County the contaminated portions of the TCAAP Site (the
"Lease Site"). Pursuant to the Lease, County will undertake and complete within the time period
as agreed to by and between County and GSA, which is currently contemplated to be at least
three years, the remediation of the Contamination to a level sufficient to permit redevelopment
on the Lease Site (the "County Remediation" and "Remediation" as defined hereafter).
Conveyance of ownership of good and marketable fee simple title to the entire TCAAP Site to
County will take place when the County Remediation is finished(the "Final Conveyance").
C. The TCAAP Site also contains buildings and other improvements that are no
longer useable, are blighting influences, and need to be removed for the TCAAP Site to be fully
redeveloped (the "County Site Clearance" and"Site Clearance" as defined herein).
D. The New Development (as defined below in these Recitals and in Section 1.1
below) requires significant investment by County to purchase the TCAAP Site and complete the
County Remediation and County Site Clearance, significant investment by City to work with
County to develop and implement the redevelopment plans to guide the New Development, and
significant investment in public infrastructure by City and County pursuant to the TCAAP
Master Plan(as defined below).
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E. County and City (collectively the "Parties", individually a "Party") desire and
intend that redevelopment of the TCAAP Site take place to remediate and eliminate blighting
conditions and to make possible and result in significant amounts of New Development to
provide employment opportunities, improve the tax base, and improve the general economy of
the City, the local community and Ramsey County as a whole. The New Development will
include the allocation by the Parties of the construction and financing of necessary off-site and
on-site transportation improvements, as well as internal streets, water and sanitary and storm
sewer and other public facilities and other public and private utilities and improvements to be
located on the TCAAP Site (collectively, the "Public Improvements"). The Parties will develop
plans to provide for a mix of residential, commercial, light industrial and other uses utilizing the
Public Improvements (collectively, the Public Improvements and the uses proposed for the
TCAAP Site comprise the "New Development"). The plans guiding the density, location and
timing of implementation of the components of the New Development comprise the "TCAAP
Master Plan", as further described below).
F. The New Development will take place within the City. The New Development
will require the participation of City to complete environmental review for the TCAAP Site as
required by law, by means of a process described as alternative urban areawide review
("AUAR"), and application of the City's statutorily mandated planning and zoning authority to
develop the TCAAP Master Plan. City will be required to implement its allocated portion of the
Public Improvements on the TCAAP Site in a timely manner as identified in the TCAAP Master
Plan, aand as provided hereafter. The effective and beneficial land use planning and guiding of
the New Development, consistent with state statutes and regulations, City's comprehensive plan,
zoning code and other applicable ordinances, and the ability to recapture City costs incurred in
providing its allocated responsibilities for the Public Improvements to serve the TCAAP Site are
matters of great interest and importance to City.
G. The Parties recognize that their cooperation and collaboration are critical for
accomplishing the New Development in a manner that is a timely, cost-effective and efficient
use of public resources in order to a benefit the City, other local communities and Ramsey
County as a whole.
H. The Parties intend to exercise their respective authority granted by Minnesota
Statutes § 471.59 (the "JPA Act") to establish a joint powers board to be named the "Joint
Development Authority" (the "JDA") or such other name as the Parties may determine. The
Parties intend that the JDA shall exercise to the extent permitted by the JPA Act, the general
laws of the State of Minnesota , and Laws 2009, Chapter 88, §16 applicable to the TCAAP Site,
the common powers of each Party for the redevelopment of the TCAAP Site as a governmental
entity of the State. These powers include, but are not limited to, remediation of contamination
and elimination of blight, infrastructure construction and financing, comprehensive planning and
zoning, and redevelopment and economic development.
Therefore, Be It Resolved by the Parties, that this Joint Agreement is made and agreed to
as follows:
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ARTICLE I
DEFINITIONS
Section I.I. Definitions. Unless the context requires otherwise, for the purpose of this
Agreement, the terms defined in this section shall have the meanings specified:
Agreement means this Joint Powers Agreement as it may be amended, and the "Joint
Agreement" or the "JPA".
Alternative urban areawide review ("AUAR') means the environmental review for the
TCAAP Site required by law and to be prepared by City as the responsible governmental unit
(the "RGU"), which will guide the development and implementation of the TCAAP Master Plan.
Annual Contribution means the respective annual proportional contribution of the Parties
to finance the operations of the JDA as described in Section 2.3.4.
City means the City of Arden Hills, a political subdivision of the State of Minnesota.
City Investment means the expenditures by the City necessary to undertake its identified
responsibilities in support of the New Development, including, but not limited to, preparation of
the AUAR and TCAAP Master Plan and construction of the City Public Improvements.
City Public Improvements means construction by the City of the water mains, storm and
sanitary sewer, new private utilities and other public amenities identified described in the
TCAAP Master Plan, such as parks, needed for the New Development.
Commencement Date means January 1, 2013 for the implementation of this Joint
Agreement, or such other date as the Parties shall mutually agree.
County means the County of Ramsey, a political subdivision of the State of Minnesota.
County Investment means the expenditures by the County necessary to undertake its
identified responsibilities in support of the New Development, including, but not limited to,
County Remediation, County Site Clearance, and County Public Improvements, and operations
of the JDA.
County Public Improvements means construction by the County of the Spine Road, off
site transportation improvements and associated private utilities and relocation of existing private
utilities on the TCAAP Site, all as described in Section 3.4.
County Remediation means the process of addressing the environmental contamination
on the TCAAP Site to be completed by County consistent with the requirements of the OTP and
the Lease with the GSA.
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County Site Clearance means the removal of buildings and other improvements that are
no longer useable, are blighting influences, and/or need to be removed for the TCAAP Site to be
fully redeveloped pursuant to the TCAAP Master Plan, to be accomplished by the County
consistent with the requirements of the OTP and the Lease with the GSA.
Developer Installed Improvements means the improvements described in Section 3.5.2.
Developer Remediation means the process by a developer of addressing any remaining
environmental contamination on a Development Site consistent with any applicable County
Remediation or response action plan ("RAP"), in order for the Development Site to be fully
redeveloped pursuant to the TCAAP Master Plan by a Developer.
Developer Site Clearance means the removal by a developer of buildings and other
improvements that are no longer useable, are blighting influences, and/or need to be removed for
a Development Site to be fully redeveloped pursuant to the TCAAP Master Plan by a Developer,
and consistent with any applicable County Site Clearance, or response action plan ("RAP").
Development Site means a parcel (or parcels) of land on the TCAAP Site identified in the
TCAAP Master Plan for location of the New Development as approved by the JDA.
Market Study means the study to be prepared by the County designed to account for
market considerations and assist the Parties to forecast the need and desirability of the elements
of the New Development, which will guide the development and implementation of the TCAAP
Master Plan.
New Development means off-site and on-site transportation improvements as well as
internal streets, water and sanitary and storm sewer and other public facilities (collectively the
"Public Improvements" as defined in this Section) designed to support the approved mix of
commercial, industrial and residential development authorized by the TCAAP Master Plan.
Parties or a Party means the City and County collectively or individually.
Plan Amendment means the process identified in Section 3.3.6 required to amend the
TCAAP Master Plan.
Public Improvements means the construction and financing of necessary off-site and on-
site transportation improvements, as well as internal streets, water and sanitary and storm sewer
and other public facilities and other public and private utilities and improvements to be located
on the TCAAP Site and to be constructed by the City and County as described herein.
Shared Public Improvements means the design, construction and financing of the TCAAP
Site storm water retention pond system to be developed as part of the Public Improvements, and
any other public infrastructure improvements determined by the Parties to require, or be
appropriate for, shared responsibility.
TCAAP means the Twin Cities Army Ammunition Plant.
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TCAAP Joint Development Authority means the JDA created by the Parties to develop
and implement the TCAAP Master Plan.
TCAAP Master Plan means the plans, official controls and map guiding the density,
location and timing of implementation of the components of the New Development on the
TCAAP Site, as further defined in the Recitals above and Article III below of this Joint
Agreement.
TCAAP Site means the real property which is the subject of this Joint Agreement and
which contains approximately 430 acres of land where the New Development is proposed, as
depicted on attached Exhibit A.
Term means the Initial Term of this Joint Agreement ending in 2038 as provided in
Section 5.5 of this Joint Agreement; and any Additional Term as defined therein
(The remainder of this page left intentionally blank)
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ARTICLE II
JOINT DEVELOPMENT AUTHORITY
Section 2.1. Authorization. City and County each certify that the authority to enter into
this Joint Agreement has been established by a resolution approved by the governing body of
each Party. This Joint Agreement is effective as of the date first stated above in the caption of
this Joint Agreement and shall continue in force until modified or terminated by the Parties as
provided herein.
Section 2.2. General Purpose. Pursuant to the authority of the Joint Powers Act, the
Parties desire and intend that the redevelopment of the TCAAP Site take place to remediate and
eliminate blighting conditions and to make possible and result in significant amounts of new
development (the "New Development" as further defined below). The New Development will
include the allocation by the Parties of the construction and financing of necessary off-site and
on-site transportation improvements, as well as internal streets, water and sanitary and storm
sewer and other public facilities and other public and private utilities and improvements to be
located on the TCAAP Site (collectively, the "Public Improvements"). The Parties will develop
plans to provide for a mix of residential, commercial, light industrial and other uses utilizing the
Public Improvements (collectively, the Public Improvements and the uses proposed for the
TCAAP Site comprise the "New Development"). The plans guiding the type, density, location
and timing of implementation of the components of the New Development comprise the
"TCAAP Master Plan", as further described in this Joint Agreement. The goals of the New
Development are to redevelop the TCAAP Site to provide employment opportunities, improve
the tax base, and improve the general economy of the City, the local community and Ramsey
County as a whole.
Section 2.3. Joint Development Authority. Pursuant to the authority of the Joint Powers
Act and this Joint Agreement, the Parties hereby create a joint powers board titled the TCAAP
Joint Development Authority (the "JDA"). The purpose of the JDA is to exercise to the extent
permitted by the Joint Powers Act and the general laws of the State, the authority found in Laws
2009, Chapter 88, §16 applicable to the TCAAP Site and the common powers of each Party for
the redevelopment of the TCAAP Site. These activities to be conducted under this authority
include, but are not limited to, environmental remediation, elimination of blight, infrastructure
construction and financing, comprehensive planning and zoning, and economic development and
redevelopment.
2.3.1. JDA Board Membership. The JDA Board shall consist of five (5)
members appointed as provided in this Section(also "the"Board"). Each Party shall appoint two
(2) members from its respective governing body. City shall also appoint to the Board a suitable
non-elected official member to serve as the Chair of the JDA Board. The term of each member
shall be a two (2) year term; co-terminus with each member's elected or appointed term of
office. In the case of a vacancy on the Board of a member from either Party, that Party shall
appoint a new member to fill the respective vacancy for the remainder of that term. Each
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member shall serve until their successor is appointed and qualified as provided by each Party.
Each member shall serve without compensation; however each Party may determine whether to
pay per diem to their respective members pursuant to their own policy and procedures.
2.3.2. JDA Board General Authority. The JDA Board shall have the general
authority as described in this Section:
a. The JDA Board shall annually elect a Vice Chair to serve in the absence of
the Chair. The Vice Chair shall be a member appointed by the County.
b. The JDA Board shall adopt its own bylaws and rules of procedure to
govern its activities and guide the setting, holding and cancellation of meetings. The
Board may appoint committees or sub-committees. The Board shall meet monthly at
such times and places as determined by the Board and as provided in its bylaws or rules
of procedure. Special meetings may be called by the Chair or any two other members.
The JDA shall keep minutes of all proceedings. A majority of all the members shall
constitute a quorum. A simple majority vote of the members present at a meeting with a
valid quorum shall be required for the JDA to take action, unless otherwise provided in
this Joint Agreement or by law. All meetings of the JDA, its committees and sub-
committees shall be governed by the Open Meeting Law and the Data Practices Act.
C. Each member of the JDA Board shall have one vote.
d. Each Party may also name an alternate appointee to serve in the capacity
as a substitute for any member appointee of that Party (and who meets the qualifications
for membership on the Board), in the event a member appointee is unable to attend a
scheduled meeting of the JDA or any committee or subcommittee thereof. Such
substitute appointee shall also have the right to vote on any action requiring a vote of the
member appointee, including all substantive as well as procedural actions, when
performing as a substitute for a regular member.
2.3.3. Finances. Consistent with its policies, County shall serve as the fiscal
manager/agent for the JDA and assist in setting up such accounts as necessary for the JDA to
conduct its activities ("Fiscal Agent"), as provided below and as shown on attached Schedule E.
2.3.3.1. The JDA may establish independent JDA bank accounts, to
be managed by the Fiscal Agent, into which all revenue receipts generated by and
belonging to the JDA, including the Annual Contribution by the County and those
proceeds which the Parties may authorize to be borrowed as interfund loans, shall be
deposited intact to the credit of such JDA accounts.
2.3.3.2. No disbursements shall be made from such accounts
except by check or Electronic Funds Transfer (EFT), nor unless a verified claim for
services and/or commodities actually rendered or delivered has been submitted to and
approved for payment by the JDA.
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2.3.3.3. No disbursements shall be made from such accounts for non-JDA
expenses and purposes. Payment and disbursement of funds by check or withdrawal shall
require the signatures of the Chair of the JDA and the individual designated by the
County to assist in JDA fiscal matters, which shall be the Director of Finance or
designee.
2.3.3.4. Revenue collected by the JDA shall be paid to the Parties as
described in Section 3.7.
2.3.4. Annual Budget. During the JDA's initial start-up operations, each Party
will be responsible for payments out of their respective budgets for their own staff costs, as well
as any per diem and other expenditures for those staff. County shall fund the initial and ongoing
expenses of the JDA except as otherwise specifically provided herein or subsequently agreed to
by the Parties.
2.3.4.1. With the first annual budget request and in subsequent years, the
JDA shall each year prior to May 1, and in coordination with the Parties' budget planning
process, prepare an annual operations budget that estimates funding required by the JDA
to conduct its business over the next calendar year. Prior to September 1 of each year,
the JDA shall, after its review and approval, submit the annual budget to the City and
County. The budget shall be substantially balanced. The budget shall follow the format
as established by the JDA after consultation with the City Finance Director and the
County Director of Budget and Finance, and at a minimum provide the following
information:
(1) Estimated Revenues, divided as follows:
a. Any Grant monies, private, State or Federal
b. Revenues from Application fees
C. Revenues from Permit fees
d. Contribution from City
e. Contribution from County
f. Reserves
g. Developer escrow/fees
h. Miscellaneous revenues
(2) Estimated Expenditures, divided as follows
a. Personnel services
b. Contract Consultant Services
i. Legal
ii. Engineering
iii. Fiscal/Audit, including the Fiscal Agent
iv. Planning
v. Administrative
C. Services other than personnel or consultants
d. Supplies and materials
e. Office administration, e.g., phones, supplies
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f. Capital Outlay (incl. Office and Building rent if applicable,
equipment such as phones and computers)
g. Payment of invoices for City and County Investment pursuant to the
Cost Recovery Formula as provided in Section 3.7.
h. Miscellaneous expenditures
2.3.4.2. The Parties may determine that a service or services as described
above are available from a Party and direct the JDA to purchase such service from that
Party at that Party's cost, with payment to be made by the JDA from its authorized funds.
2.3.4.3. The proposed annual JDA budget shall be reviewed and approved
by the Parties whose final decisions (approvals) shall be reported back to the JDA by
November 15 (preceding the ensuing calendar/fiscal year). Thereafter the JDA shall
adopt the budget approved by the Parties.
2.3.4.4. The JDA may incur expenses and make expenditures that may be
necessary to the effectuation of its purposes and powers, in conformance with the
statutory requirements applicable to contracting and purchasing practices of the Parties,
the approved annual budget and this Joint Agreement.
2.3.5. Taxes. The JDA itself shall not levy taxes, issue bonds or independently
borrow money, and it shall not approve any claims or incur any obligations for expenditures
unless there is unencumbered cash in the appropriate JDA accounts described herein, to the
credit of the JDA with which to pay the same, or as otherwise approved by the Parties. Any
surplus in revenues over the cost of operating expenses of the JDA and associated activities
described under this Joint Agreement, may be transferred by the JDA to the Parties as provided
hereafter in Section 3.8. However, surplus revenues may remain in the control of the JDA,
deposited in JDA accounts and reported annually in the subsequent year's budget submission.
2.3.6. Interfund Loans. Notwithstanding the prohibition against independent
borrowing, the JDA may borrow money from the Parties in the form of interfund loans to the
extent that such loans are not made from dedicated funds or from funds or monies otherwise
encumbered, subject to the mutual consent and approval of the Parties, and subject to the terms
and conditions of repayment agreed to by the Parties.
2.3.7. Personnel. Unless otherwise approved by the Parties, the staff of the JDA
shall be the City Administrator and the County Manager, or their designees. Each Party may
also designate additional staffing as it deems appropriate or as requested by the JDA. The JDA
may hire consultants including independent engineering, planning and development consultants
to assist in the development of the TCAAP Master Plan and amendments and revisions thereto,
preparation of financing plans, marketing plans, developer proposals, the marketing and sale of
Development Sites pursuant to the RFP process described in Section 3.2.4, and other matters
which address growth and development on the TCAAP Site.
2.3.8. Reports. The JDA shall prepare an annual report at the end of each
calendar/fiscal year and submit such report to the Parties not later than February 15 of the
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succeeding calendar/fiscal year. The JDA shall also prepare and present to federal and state
officials such reports and audits as may be required by law, regulation, or contract.
2.3.9. Public Process. The JDA shall develop extensive mechanisms for public
involvement in any planning or review process, including the preparation and approval of the
TCAAP Master Plan and approval of development agreements. All public meetings and
hearings shall be conducted as required by law. The JDA shall take into consideration the
concerns, issues and desires of each Party's governing body in on-going planning initiatives,
discussions and process.
2.3.10. Other Authority. The JDA shall have such other authority under the
general laws of Minnesota to carry out its purposes unless otherwise determined by the Parties.
Where deemed by the Parties to be more convenient, the authority of the JDA may be exercised
by the more appropriate Party.
2.3.11. Dispute Resolution. The Parties shall use good faith to attempt to resolve
any dispute. Upon agreement, the Parties may also use any available dispute resolution process.
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ARTICLE III
TCAAP MASTER PLAN
Section 3.1. Development of the AUAR and the TCAAP Master Plan; General
Requirements. The TCAAP Master Plan will provide for development phasing, taking into
account market considerations as well as the financing and investment needs and capacity of
County as the purchaser of the TCAAP Site, County's obligations to complete the County
Remediation and County Site Clearance, and the financial commitment of both Parties for the
Public Improvements. City will prepare the AUAR in conjunction with the preparation of the
TCAAP Master Plan, as provided in this Article III, including the hiring of any planning and
engineering or other consultants it deems reasonably necessary to prepare the AUAR and the
TCAAP Master Plan. The City will exert its best efforts to complete the AUAR within eighteen
(18) months of the effective date of this Joint Agreement, and to complete the TCAAP Master
Plan within six (6) months of the adoption of the AUAR, but not later than twenty-four (24)
months of the effective date of this Joint Agreement for completion of the AUAR and the Master
Plan.
3.1.1. City Development Standards. The Parties will work cooperatively to
assure that the City's development standards and goals expressed in its comprehensive plan and
zoning code, as each may be amended, are incorporated into the TCAAP Master Plan to enable
the JDA to proceed with timely development of the TCAAP Site through the Development Site
process described specifically in Sections 3.2.2 through 3.2.6 below and generally in this Article
III and otherwise in, or pursuant to this Joint Agreement. The Parties recognize that upon
purchase of the TCAAP Site and prior to completion of all the County Remediation and the
adoption of the TCAAP Master Plan, County may desire to pursue development of a
Development Site and that it is in the interest of the Parties for redevelopment of TCAAP to
occur timely and responsively to market demand, which may result in development of a
Development Site(s) before completion of the TCAAP Master Plan to the extent there are roads
and public utilities available to serve the selected Development Site. In such event the Parties
and JDA will proceed in accordance with this Joint Agreement to the extent feasible, recognizing
that the City comprehensive plan and zoning ordinance shall guide and control such proposed
development pending completion of the TCAAP Master Plan.
3.1.2. Approval of TCAAP Master Plan. Upon presentation of the TCAAP
Master Plan as prepared pursuant to this Article 111, the Parties shall review, comment, suggest
revisions and reasonably exercise their discretion to approve the TCAAP Master Plan in a timely
manner. The TCAAP Master Plan shall be approved by means of a resolution of each Party's
governing body prior to its implementation by the JDA.
Section 3.2. Elements of TCAAP Master Plan. The City shall direct its staff and
consultants to prepare the TCAAP Master Plan. The TCAAP Master Plan shall specify the
planning requirements for the TCAAP Site consistent with the City's current approved
comprehensive plan and official controls in the zoning code, and as such may be amended in
conjunction with the TCAAP Master Plan as it is initially developed.
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3.2.1. Planning Elements. The TCAAP Master Plan shall include the following
planning elements and as further provided in Schedule B:
a. Definition of the public engagement process;
b. Land Use Component;
C. Circulation and Movement Component;
d. Utilities Component;
e. Environmental Remediation Component;
f. Parks and Open Space Component;
g. Implementation Plan; and
h. Regulatory Plan
Upon adoption by the Parties, the TCAAP Master Plan shall be an element of the City's
approved comprehensive plan, and the City shall take all necessary actions to conform zoning
code provisions applicable to the TCAAP Site to the TCAAP Master Plan.
3.2.2 Implementation Authority. Except as otherwise provided under this Joint
Agreement, the JDA shall apply the TCAAP Master Plan and serve as the "governing body" for
purposes of the implementation of the applicable sections of Minnesota Statutes §§ 462.357 —
462.365 with reference to developer initiated requests for approval of the redevelopment of a
Development Site. The TCAAP Master Plan shall incorporate the planning and zoning authority
of the City authorized by Minnesota Statutes §§ 462.357-462.358 and implement that authority
as follows:
a. Provide for development phasing, taking into account market
considerations as well as the financing and investment needs and capacity of County as
the purchaser of the TCAAP Site, County's obligations to complete the County
Remediation and County Site Clearance, and the financial commitment of the Parties for
the Public Improvements.
b. The use of planned unit development (PUD) authority to implement
development of the permitted uses;
C. Dedication of land for public rights of way, public and private utility
easements and park dedication;
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d. Subdivision of the TCAAP Site and the platting of parcels and lots
consistent with the requirements of general law and the policies and procedures of the
Ramsey County Recorder and Registrar of Titles;
e. The use of development agreements to embody the conditions of approval
of development and the implementation of New Development on Development Sites;
3.2.3. Fees. The JDA is authorized to impose the customary fees used by City in
its redevelopment activities. The JDA will develop a fee schedule and implement the fee
schedule subsequent to approval by the Parties.
3.2.3.1. Pursuant to Minnesota Statutes Section 462.353, the JDA may
prescribe fees sufficient to defray the costs incurred by it in reviewing and investigating
an application for a permit or other approval required under an official control established
pursuant to the TCAAP Master Plan and this Joint Agreement. The JDA may charge the
applicant for direct costs relating to professional services provided during the review,
approval and inspection of the project, and may require the applicant to establish an
escrow account or other financial security for the purpose of reimbursing the JDA for
those costs. Such fees or fee schedule must be established by resolution of the Board
subsequent to approval by the Parties, and be fair, reasonable, and proportionate and have
a nexus to the actual cost of the service for which the fee is imposed. The fee schedule
shall contain the elements described at Schedule D.
3.2.3.2. The JDA may exercise the authority in Minnesota Statutes
Chapter 444 to develop and implement the Public Improvements necessary to serve the
New Development, including but not limited to implementing a system of charges
authorized therein to develop and maintain the Public Improvements. Such authority may
also be exercised by the City on behalf of the JDA if the Parties determine it is more
appropriate to do so.
3.2.3.3. The JDA may exercise the authority in Minnesota Statutes
Chapter 429 to specially assess for the Public Improvements necessary to serve the New
Development. Such authority may also be exercised by the City on behalf of the JDA if
the Parties determine it is more appropriate to do so.
3.2.4. RFP Process. The JDA will implement a developer RFP process to
facilitate development of each Development Site. Upon recommendation by staff and
consultants that the proposed developer and its project are in substantial conformance with the
TCAAP Master Plan, the JDA will approve the respective project, and communicate its decision
to the developer and the Parties.
3.2.5. Approval of Development Agreements. The JDA shall review and finally
approve all development agreements for a Development Site which are consistent with the
TCAAP Master Plan. The JDA shall develop a process for review of development applications
consistent with Schedule C.
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3.2.6. City and County Responsibilities. Upon approval of a development
agreement, the Parties shall consider such approval and take all actions necessary to implement
the approved development agreement.
3.2.6.1. County will take all actions necessary and convenient to
sell the respective parcel of land with good and marketable title.
3.2.6.2. City will take all actions necessary to conduct and complete
any additional approval process identified by the JDA as necessary or appropriate to
implement the development agreement.
Section 3.3. Amendment of the TCAAP Master Plan. The Parties recognize that the
passage of time, market forces and other applicable, but unforeseen events may require future
amendments to the TCAAP Master Plan. Depending on the facts and issues relevant at that time,
a proposed amendment could be either a major or minor amendment of the TCAAP Master Plan.
In the event the Parties or the JDA believe that the TCAAP Master Plan should be amended to
implement the New Development, such amendment shall be referred to the City and County for
review and comment and for determination of whether the proposed amendment is a major or
minor amendment.
3.3.1. Major Amendment. A major amendment is a proposed amendment which
requires City to amend its comprehensive plan. If City finds that its comprehensive plan does not
currently permit such amendment, City shall determine whether to amend its comprehensive plan
with respect to the TCAAP Site to implement the proposed amendment, and consult with County
on its decision. Thereafter, if City amends its comprehensive plan to implement the proposed
amendment, the proposed amendment shall be considered by County for its approval. Upon
County approval, the proposed amendment shall be adopted into the TCAAP Master Plan.
3.3.2. Minor Amendment. A minor amendment does not involve an amendment
to City's comprehensive plan, but relates to issues including but not limited to the location of
public infrastructure or public amenities proposed to serve a Development Site; a change in
location or density within a Development Site or other similar modification deemed desirable by
the JDA to implement the New Development. The JDA shall recommend such minor
amendment to the Parties, and if approved by the Parties, the TCAAP Master Plan shall be
modified consistent with the approved amendment.
Section 3.4. County Implementation Responsibilities. County will complete its
obligations and responsibilities to assist in the implementation of the TCAAP Master Plan as
described in this Section 3.4.
3.4.1. Acquisition of TCAAP Site. County will acquire the TCAAP Site and be
responsible for completing the County Remediation within the time period established in the
OTP. County will use its own resources and seek and obtain resources from other agencies and
entities to fund the County Remediation. The County Remediation will take place in an orderly
manner and will be pursued to completion pursuant to the OTP and the Lease.
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3.4.2. County Site Clearance. County is responsible for causing the County Site
Clearance to take place, using its own resources and any other resources that may become
available through the development process. County Site Clearance will take place in a phased,
orderly manner, consistent with the TCAAP Master Plan. County may elect to expedite the
County Site Clearance, and will use its good faith efforts to complete the County Site Clearance
in accordance with the goals for the phasing and timing thereof set out in the TCAAP Master
Plan, or upon agreement of the Parties if the Master Plan has not then been approved by the
Parties.
3.4.3. County Public Improvements. County will construct the Spine Road at
County expense and coordinate the relocation and installation of private utilities (the "County
Public Improvements") with City's installation of trunk utilities as part of its allocated elements
of the Public Improvements. The TCAAP Master Plan will provide further specificity as to the
desired schedule and goals for completing the respective elements of the Public Improvements
described therein.
3.4.4. Off-site Transportation Improvements; Private Utilities. County has the
responsibility for causing the off-site transportation improvements and associated private utilities
element of the Public Improvements to be constructed. It is the Parties' the intent that the Public
Improvements be constructed in accordance with a desired schedule and goal for completion set
forth in the TCAAP Master Plan, and that in all instances to be timely constructed and phased to
provide adequate transportation facilities for the New Development as it occurs.
3.4.5. Maintenance Plan. County will develop and implement a maintenance
plan for its elements of the Public Improvements.
3.4.6. County Remediation. County will complete the County Remediation as
described in the OTP and Lease.
Section 3.5. City Implementation Responsibilities. City will complete its obligations and
responsibilities to assist in the implementation of the TCAAP Master Plan as described in this
Section 3.5.
3.5.1. AUAR. City has the legal authority as the responsible governmental unit
("RGU"), and financial responsibility for the development of the AUAR. City will coordinate
the results of the AUAR with City's comprehensive plan and the development of the TCAAP
Master Plan in order to guide the New Development as outlined in the TCAAP Master Plan.
City will exert its best efforts to complete the AUAR within eighteen (18) months of the
effective date of this Joint Agreement, and to complete the TCAAP Master Plan within six (6)
months of the adoption of the AUAR, but not later than twenty-four (24) months of the effective
date of this Joint Agreement for completion of the AUAR and the Master Plan.
3.5.2. City Public Improvements. City has responsibility for the construction of
the City Public Improvements. City shall have the oversight authority to insure that
Remediation, Site Clearance, developer installed improvements such as water mains, storm and
sanitary sewer, new private utilities and other identified public amenities element of the Public
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Improvements within or serving a Development Site and described in a development agreement
(the "Developer Installed Improvements") are constructed pursuant to the TCAAP Master Plan
and the respective development agreement. It is the Parties' intent that the Public Improvements
and Developer Installed Improvements be constructed in accordance with a desired schedule and
goal for completion set forth in the TCAAP Master Plan, and in all instances to be timely
constructed and phased to provide adequate utilities for the New Development as it occurs.
However, unless otherwise agreed by the Parties, the City will not construct water mains, storm
and sanitary sewer elements of the City Public Improvements unless those costs can be charged
to a developer pursuant to the City's petition process.
3.5.3. Code Enforcement. The City has the legal authority and responsibility for
building code enforcement and site development monitoring as provided in the TCAAP Master
Plan to assure development in accordance with the terms of the TCAAP Master Plan and the
JDA RFP process for developing Development Sites described above.
Section 3.6. Joint Responsibilities. The Parties will complete their joint obligations and
responsibilities in a timely manner. Where deemed by the Parties to be more appropriate, the
authority necessary for the redevelopment of the TCAAP Site as provided in this Joint
Agreement may be exercised by the more appropriate Party as determined by the Parties.
3.6.1. Legislative Authority. The Parties will jointly request legislative bonding
authority or other financing for the off-site transportation improvements as agreed upon by the
Parties, and other initiatives with the Legislature deemed necessary for implementation of the
TCAAP Master Plan, including the construction of the County and City Public Improvements.
The Parties shall agree on a reasonable allocation of such funds to the City and County
Improvements.
3.6.2. Coordination of Public Improvements. The Parties will coordinate the
timing of the Public Improvements which are their separate responsibility to facilitate the staged
redevelopment of the TCAAP Site pursuant to the TCAAP Master Plan. Each Party, with review
and comment by the other Party, may elect to construct public improvements in advance of any
identification of a Development Site or Sites. The Parties shall determine whether land for
public amenities such as parks and trails shall first be dedicated by the County, or dedicated by
developers as the New Development is implemented. The Parties will recover their costs when
New Development takes place to the maximum extent feasible pursuant to Section 3.7.
Section 3.7. Cost Allocation, Cost Recovery. The Parties will be undertaking activities
in support of the New Development and operations of the JDA which will require extensive
public financial investment. It is the intent of the Parties that their respective investment be
recovered to the maximum extent feasible (respectively "County Investment" and "City
Investment" as defined in Section 1.1). The Parties will determine the respective cost allocation
for the Shared Public Improvements, including the storm water pond retention system currently
considered a likely requirement for the New Development.
3.7.1. County Cost Recovery. The County will recover the County Investment
for the acquisition of the TCAAP Site, County Site Clearance, County Remediation, County
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Public Improvements, Off-site Transportation Improvements and the operations of the JDA
primarily through the sale of land on the TCAAP Site. Not with standing the schedule and goals
stated in the TCAAP Master Plan, unless otherwise agreed to by the Parties, the County Public
Improvements shall be constructed when a Development Site is approved by the JDA, sold by
County to the selected Developer, and the selected Developer agrees to financially participate in
the extension of the respective County Public Improvements.
3.7.2. City Cost Recovery. City shall recover the City Investment for the trunk
utilities and sub-trunk utilities (serving a Development Site), each elements of the City Public
Improvements, and the preparation of the AUAR and TCAAP Master Plan.
3.7.2.1. City shall recover the City Investment for the trunk utilities and
sub-trunk utilities when a Development Site is approved by the JDA, and the selected Developer
agrees to financially participate in the extension of the respective City Public Improvements
pursuant to City's petition process.
3.7.2.2. City shall recover the cost of the preparation of the AUAR and
TCAAP Master Plan through a fee or surcharge on building permits or other approvals issued by
City for the New Development as described in Section 3.7.3 below.
3.7.2.3. Other City costs for serving Development Sites, including other
public infrastructure such as parks, shall be pursuant to a development fee structure as described
at Schedule D. The development fees shall be imposed by the JDA on developers pursuant to
approved development agreements; special assessments; and park dedication fees as may be
necessary for a Development Site.
3.7.2.4. City shall retain all fees for services relating to building permit
and code enforcement activities performed on the TCAAP Site, as well as park dedication fees
imposed by the JDA..
3.7.2.5. Not with standing the schedule and goals stated in the TCAAP
Master Plan, unless otherwise agreed to by the Parties, the trunk utility and sub-trunk utilities
elements of the City Public Improvements serving a Development Site shall be constructed when
a Development Site is approved by the JDA, and the selected Developer agrees to financially
participate in the extension of the respective City Public Improvements.
3.7.3. City Cost Recovery Formula. City shall develop an equitable formula for
the purpose of recovering the City Investment for the cost of the preparation of the AUAR and
TCAAP Master Plan. The formula shall be applied to a Development Site and may be
determined by City as follows: (i) on a per acre basis of a Development Site compared to the
developable acreage of the TCAAP Site;(ii) a per acre basis on classes of land uses on the
TCAAP Site or a Development Site; (iii) the value of the proposed development on a
Development Site;(iv) or other reasonable formula (the "Cost Recovery Formula"). The Cost
Recovery Formula may be a fee or surcharge attached to the building permit or other approval
issued by City for a Development Site, and collected by City as part of the building permit
review process.
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Section 3.8. Development Site Cost Recovery Process. The JDA shall impose
the usual and customary development fees for a Development Site as provided in Section 3.2.3,
and as described at Schedule D. Such fees shall be used by the JDA to pay the costs of the
development review process, purchase services from the Parties or consultants necessary and
convenient for the review of Development RFPs and applications for Development Sites.
Section 3.9. Additional Cost Recovery. The Parties shall determine a reasonable method
to distribute any funds generated by the redevelopment of the TCAAP site which are not
specifically allocated as provided in this Section.
3.9.1. Non-Allocated Costs. Each Party shall be responsible for its respective
costs and expenses not otherwise specifically allocated in this Joint Agreement, including but not
limited to costs incurred in the preparation of this Joint Agreement, or costs for any other
agreements or documents determined by the Parties to be necessary and convenient as the Parties
move forward to implement this Joint Agreement.
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ARTICLE IV
LIABILITY
Section 4.1. Responsibility for Risks and Liabilities. Each Party shall be liable for its
torts and the torts of its employees, agents and consultants in undertaking its respective
individual responsibilities as described in this Joint Agreement. Notwithstanding any language
to the contrary in this Joint Agreement, the Parties agree that liability arising out of the activities
of the JDA and the Parties shall be subject to the requirements of Minnesota Statutes Section
471.59, subdivision Ia., as it may be amended.
Section 4.2. Insurance. The Parties intend that the JDA be insured for its tort liability
and general liability as a joint powers board. The Parties shall coordinate the insurance coverage
and carriers, and allocate such responsibility pursuant to advice from its carriers, or as
determined by its self-insurance advisors as the case may be. The costs of such insurance shall
be split based on the ratio established by the Annual Contribution. The JDA shall be insured as
follows:
4.2.1. Comprehensive general liability insurance with limits against bodily injury
and property damage of not less than$1,500,000 for each occurrence.
4.2.1. Workers' Compensation insurance providing statutorily required coverage.
4.2.3. Each Party shall primarily insure its staff assigned to the JDA and be
primarily liable for injuries to its employee(s) while performing duties on behalf of the
JDA.
4.2.4. The Parties intend that to the extent JDA activities take place on property
owned or controlled by a Party, the JDA shall assume primary liability for injuries or
death to any person, or any property damage that may occur.
4.2.4. At such time as the JDA may be authorized by the Parties to hire and retain
employees, the JDA shall procure insurance as required by this Article and become
primarily liable for injuries to and the tort liability of such employees.
Section 4.3. Liability Insurance. Each Party agrees that it shall, at its own expense, carry
and maintain in full force and effect during the Initial Term and any Additional Term of this
Joint Agreement (as Term and Additional Term are defined in Section 5.5 below) comprehensive
public liability insurance, including personal injury liability coverage, in amounts which meet or
exceed the maximum liability limits per claim or any number of claims per occurrence under
Minnesota Statute Section 466.04, Laws of Minnesota 2012 or as thereafter amended, to address
that Party's liability arising out of its respective activities under this Joint Agreement.
Section 4.4. Worker's Compensation Insurance. Each Party shall, at its own expense,
obtain and maintain in full force and effect during the Initial Term and any Additional Term of
19
this Joint Agreement worker's compensation insurance providing statutorily required coverage
for any and all of its employees that it assigns to work for or on behalf of the JDA.
Section 4.5. Requirements. All insurance required by this Section shall be taken out and
maintained in responsible insurance companies authorized under the laws of the State of
Minnesota to assume the risks covered thereby. Upon request, each Party will deposit annually
with the other party policies evidencing all such insurance or a certificate or certificates or
binders of the respective insurers stating that such insurance is in full force and effect. Unless
otherwise provided in this Article IV of this Joint Agreement, each policy shall contain a
provision that the insurer shall not cancel or modify it in such a way as to reduce the coverage
provided below the amounts required herein without giving written notice to the Parties at least
thirty (30) days before the cancellation or modification becomes effective. In lieu of separate
policies, a Party may maintain a single policy, blanket or umbrella policies, or a combination
thereof, having the coverage required herein, in which event the Party shall deposit with the
other Party a certificate or certificates of the respective insurers as to the amount of coverage in
force.
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ARTICLE V
DEFAULT AND TERMINATION
Section 5.1. Events of Default Defined. The following shall be "Events of Default"
under this Joint Agreement and the term "Event of Default" shall mean, whenever it is used in
this Joint Agreement (unless the context otherwise provides), any failure by any Party to observe
or perform any other covenant, condition, obligation or agreement on its part to be observed or
performed hereunder, or under the terms of this Joint Agreement.
Section 5.2. Remedies on Default. Whenever any Event of Default referred to in Section
5.1 of this Joint Agreement occurs, the non-defaulting Party may exercise its rights under this
Section 5.2 after providing thirty days written notice to the defaulting Party of the Event of
Default, but only if the Event of Default has not been cured within said thirty days or, if the
Event of Default is by its nature incurable within thirty days, the defaulting Party does not
provide assurances reasonably satisfactory to the non-defaulting Party that the Event of Default
will be cured and will be cured as soon as reasonably possible:
a. Suspend its performance under the Agreement until it receives assurances
that the defaulting Party will cure its default and continue its performance under the
Agreement.
b. Take whatever action, including legal, equitable or administrative action,
which may appear necessary or desirable to collect any payments due under this
Agreement, or to enforce performance and observance of any obligation, agreement, or
covenant under this Agreement.
Section 5.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the
Parties is intended to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to
exercise any right or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver thereof, but any such right and power may be exercised from
time to time and as often as may be deemed expedient. In order to entitle a Party to exercise any
remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be
required in this Article V.
Section 5.4. No Additional Waiver Implied by One Waiver. In the event any agreement
contained in this Joint Agreement should be breached by either Party and thereafter waived by
the other Party, such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other concurrent, previous or subsequent breach hereunder.
Section 5.5. Termination, Additional Term. Upon establishment of the JDA, this Joint
Agreement may only be terminated by mutual agreement of the Parties prior to December 31,
21
2038 (the "Initial Term"). Thereafter, unless terminated by either Party (a "Terminating Party")
upon one calendar year prior notice (the "Notice of Termination"), the Joint Agreement shall
automatically renew for a new term (or terms) of five (5)years (each an "Additional Term").
Section 5.6. CityOption to Purchase Upon Termination. If County is the Terminating
Party, City shall have the option to purchase any then undeveloped area of the TCAAP Site at the
then fair market value of such land. The Parties may each exchange a certified appraisal of the
value of such land, with the final fair market value to be determined by adding the two appraisal
values together and dividing such figure in half(the "Land Option Value"). City shall have 180
days from the Notice of Termination within which to determine to exercise this option, and an
additional 180 days thereafter to close on such sale.
5.6.1. County Public Improvements. If County has not yet completed any
element of the County Public Improvements, the Parties shall determine the value of such work
by securing two engineering estimates with the final value to be determined by adding the two
values together and dividing such figure in half (the "County Improvements Option Value").
County shall pay such value to City within 180 days of closing on the sale of the remaining land
on TCAAP Site, or provide such security or financing sufficient in the opinion of City to insure
such County Public Improvements are completed in a timely manner. City at its sole option may
determine to offset the Land Option Value against the County Public Improvements Option
Value. County may determine to complete the remaining elements of the County Public
Improvements, and provide reasonable assurances and such security or financing sufficient in the
opinion of City to insure such County Public Improvements are completed in a timely manner.
Section 5.7. County Option Upon Termination. If City has not yet completed any
element of the City Public Improvements for a Development Site or Sites approved by the JDA,
the Parties shall determine the value of such work by securing two engineering estimates with
the final value to be determined by adding the two values together and dividing such figure in
half(the "City Public Improvements Option Value"). City shall pay such value to the County
within 180 days of Notice of Termination. City may determine to complete the remaining
elements of the City Public Improvements, and provide reasonable assurances and such security
or financing sufficient in the opinion of County to insure such City Public Improvements are
completed in a timely manner.
Section 5.8. Winding Up JDA Activities. In the event of default or termination, the JDA
shall be dissolved upon each Party adopting a resolution terminating the Joint Agreement. In this
event, the property of the JDA or its value, and any surplus moneys shall be disposed between
the Parties pursuant to the Annual Contribution Ratio or as the Parties may otherwise agree. The
Parties shall cooperate in good faith to wind down the activities of the JDA in an orderly manner
to minimize loss of public assets and liability from such winding down.
5.8.1. Notwithstanding termination, powers of the JDA under this Joint
Agreement shall continue to the extent necessary to:
22
a. Continue operation of the JDA Board until all then pending
applications for development of a Development Site have been reviewed and a final
decision made;
b. The JDA can settle and wrap up its affairs, including discharge of
any debt or liability associated with the operations pursuant to this Joint Agreement; and
C. Completion of the disposition and distribution of records, and of
all property contributed to or otherwise acquired for activities pursuant to this Joint
Agreement.
5.8.2. Upon termination, no property shall be disposed of until payment or
performance of all obligations arising out of this Joint Agreement is complete as provided herein.
5.8.3. Subsequent to termination, any future development on the TCAAP Site
shall be considered by City pursuant to the applicable elements of the TCAAP Master Plan, as it
may be amended in the sole discretion of City.
(The remainder of this page left intentionally blank)
23
ARTICLE VI
ADDITIONAL PROVISIONS
Section 6.1. Conflict of Interests. City and County, to the best of their respective
knowledge, represent and agree that no official, or employee of the representing Party shall have
any personal interest, direct or indirect, in this Joint Agreement, nor shall any such official, or
employee participate in any decision relating to this Agreement which affects that persons
personal interests or the interests of any corporation, partnership, or association in which the
person is, directly or indirectly, interested.
Section 6.2. Equal Employment Opportunity. The Parties agree for themselves and their
successors and assigns, that each will comply with all applicable federal, state, and local equal
employment and non-discrimination laws and regulations.
Section 6.3. Data Practices; Open Meeting. The books, reports, and records of the JDA
shall be available for and open to public inspection pursuant to the Minnesota Government Data
Practices Act, Minnesota Statutes Chapter 13. The JDA shall conduct its meetings pursuant to
the Open Meeting Law, Minnesota Statutes Chapter 13D.
Section 6.4. Titles of Articles and Sections. Any titles of the several parts, Articles, and
Sections of this Joint Agreement are inserted for convenience of reference only and shall be
disregarded in construing or interpreting any of its provisions.
Section 6.5. Notices and Demands. Except as otherwise expressly provided in this Joint
Agreement, a notice, demand, or other communication under this Joint Agreement by either
party to the other shall be sufficiently given or delivered if it is dispatched by registered or
certified mail,postage prepaid, return receipt requested, or delivered personally; and
a. in the case of the County, is addressed to or delivered personally to the
County, Attn. County Manager, Suite 250 Court House, 15 West Kellogg Boulevard,
St. Paul, MN 55102;
b. in the case of the City, is addressed to or delivered personally to the City
at City Hall, Attn. City Administrator, 1245 Highway 96 West, Arden Hills, MN 55112;
or at such other address with respect to either such party as that party may, from time to
time, designate in writing and forward to the other as provided in this Section.
Section 6.6. Severability. If any of the terms or provisions contained herein shall be
declared to be invalid or unenforceable by a court of competent jurisdiction, then the remaining
provisions and conditions of this Joint Agreement, or the application of such to persons or
circumstances other than those to which it is declared invalid or unenforceable, shall not be
affected thereby and shall remain in full force and effect and shall be valid and enforceable to the
fullest extent permitted by law.
24
Section 6.7. Enforcement. In addition to any remedy available to the Parties in this Joint
Agreement or under law, specific performance of the provisions of this Joint Agreement may be
enforced against a Party by the other Party.
Section 6.8. Construction. This Joint Agreement and shall be construed according to the
laws of the State of Minnesota.
Section 6.9. Entire Agreement. Except as otherwise provided herein, the Joint
Agreement constitutes the entire agreement between the parties with respect to the subject matter
hereof, and there are no other representations, warranties, or agreements except as herein
provided.
Section 6.10. Counterparts. This Joint Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 6.11. Recording. Either party may record this Joint Agreement and, and any
amendments thereto in the real estate records of Ramsey County at the Party's expense.
Section 6.12. Representations of the Parties. Each Party represents that it has the
authority to enter into this Joint Agreement and carry out its respective obligations thereunder.
IN WITNESS WHEREOF, City and County have entered into this Joint Agreement as of
the date first stated in the caption of this Joint Agreement.
(Signature pages to follow)
25
(Signature and acknowledgment page for Ramsey County)
26
(Signature and acknowledgment page for Arden Hills)
27
SCHEDULE A
Depiction of TCAAP Site/Legal Description (needed for recording)
A-1
409894v9 MTN AR200-13
SCHEDULE B
Elements of TCAAP Master Plan
A. Public Engagement Process. Prior to beginning work on the Master Plan, a public
engagement process will be defined. Public engagement activities will occur throughout the
master planning process and will be correlated to significant decision points. The public
engagement process will include:
a. Interactive participation by stakeholders
b. Community outreach and communication; and
C. Input from the development community.
B. Land Use Component to include:
a. Density, intensity, and use framework that is consistent with existing Mixed
Business and Mixed Residential zoning;
b. Definition of development character including aesthetic, streetscape, and
architecture themes; and
C. Identification of zoning district overlay categories.
C. Circulation and Movement Component to include:
a. Traffic study;
b. Location of spine road, major arterials, and collectors;
C. Pedestrian and bicycle circulation plan;
d. Street hierarchy including complete streets designations. Street hierarchy should
be based on consideration of both land use and circulation;
e. Identification of significant development nodes;
f. Identification of transit opportunities;
g. Principles of bridge design to incorporate site-wide design features; and
h. Right-of-way management and maintenance policy.
i. City right-of-way
ii. County right-of-way
iii. Privately maintained right-of-way
D. Utilities Component to include:
a. Private utilities plan to include location of Xcel substation;
b. Water utility plan;
C. Sewer plan;
d. Stormwater plan to include consideration of regional or site-wide stormwater
infrastructure; and
e. Renewable energy opportunities.
E. Parks and Open Space Component to include:
a. Park and open space plan shall include:
i. 20-acre central park;
ii. 4 2-acre neighborhood parks;
iii. Regional trail corridor;
iv. Reference to trail/pedestrian/bicycle circulation plan;
V. Cost estimate; and
vi. Park dedication policy.
b. Park and open space hierarchy to include general characteristics and use
B-1
4098949 MTN AR200-13
categories;
i. Amenities
ii. Recreation options
iii. Design features
C. Management and maintenance policy including consideration of whether park and
open space is publicly or privately managed and maintained.
F. Environmental Remediation Component to include:
a. Layer analysis of environmental features such as:
i. Soil types
ii. Topography
iii. Wetlands
iv. Contamination
b. Description and timetable of remediation process;
C. Description of how the remediation process is aligned to and affects the
development process; and
d. Site-specific remediation policy including the following requirements:
i. Response Action Plan
ii. Timeline
iii. Action steps and implementation plan
iv. Letter of Completion
G. Implementation Plan to include:
a. Identification of public improvements;
b. Cost estimate of public infrastructure;
C. Identification of financing options;
d. Identification of repayment mechanisms;
e. Public/private development phasing plan to align public infrastructure
investments with private development;
f. Analysis of public maintenance costs; and
g. Analysis of public revenue compared to cost of public maintenance and services.
H. Regulatory Plan to include:
a. Approval of zoning district overlays;
i. Design standards
ii. Massing
iii. Relationship with the street
iv. Setbacks
V. Parking
b. Landscaping and tree preservation plan;
C. Amenities in the right-of-way plan including gateway features;
d. Signage plan;
e. Lighting requirements;
f. Park dedication requirements based on policy;
g. Regulations on remediation policy enforcement;
h. Subdivision ordinance
i. Other regulations to support policies developed during the master planning
process;
j. Definition of fees, escrows, and cost of review; and
B-2
k. Public hearing and notices requirements.
B-3
SCHEDULE C
JDA Developer Application Review Process
1. Site-specific traffic study
2. Land use site plan review including payment of fees and escrow
3. Site-specific plans for the following:
a. Lighting
b. Landscape and streetscape
c. Grading and erosion control
d. Architecture, design, and building elevations
e. Parking
f. Circulation
4. Site-specific Response Action Plan approved by the MPCA
5. Agreements on management and maintenance of infrastructure and right-of-way
6. Development agreements
7. Construction phasing plans
8. Preliminary and final platting
9. Surveys
C-1
4098949 MTN AR200-13
SCHEDULE D
JDA Fee Schedule
D-1
409894v9 MTN AR200-13
SCHEDULE E
Fiscal Agent
The Fiscal Agent shall:
1. Be responsible for cash management, payment processing, preparing budgets, and
financial reporting.
2. Receive all funds of the JDA for deposit into and shall make disbursements from the
JDA Accounts. The Fiscal Agent will manage the depository accounts with its primary bank,
which as of the date of the JPA is US Bank.
3. Maintain current and accurate records relating to JDA accounts.
4. Account for all funds according to generally accepted accounting principles and County's
usual accounting practices.
5. Provide financial reports to the Board quarterly, unless the Board directs that reports be
more often. The reports shall include statements of revenue and expenses costs and
disbursements) and budget reports, accounts receivable, accounts payable, and information as
described in the JPA with respect to the annual budget. The reports shall be provided directly to
the Chair and Vice-Chair and also delivered to the Board.
6. Disbursements and financial management shall be as provided in the JPA and with
respect to cost recovery, as described in the JPA. The Fiscal Agent shall provide reports of
disbursements relating to such cost recovery upon their occurrence directly to the Chair and Vice
Chair of the JDA Board, the City Administrator and the County Manager and shall include
reports thereof at least quarterly to the Board.
7. Maintain all financial records and reports for a period of six (6) full fiscal years.
8. The Fiscal Agent services shall be provided by the County Department of Finance. The
Fiscal Agent shall charge fees for service to the JDA, and the fees shall be paid in accordance
with the annual budget, and shall be subject to cost recovery as provided in the JPA. The Fiscal
Agent shall report to the County Manager and City Administrator and to the Chair.
9. The Fiscal Agent shall report to Fees for Fiscal Agent services shall be charged to and
paid by the JDA as an expense as provided in Section 2 of the JPA.
10. Audits will be conducted in accordance with the requirements of the State Auditor,
Ramsey County policy, and the requirements of any agency providing funds for the activities of
the JDA, and results shall be reported timely to the Ramsey County Audit Committee and the
JDA Board. Audit fees will be charged to the JDA as an expense of the JDA.
11. The Parties agreement regarding the engagement of the County as the Fiscal Agent shall
be the same length as the term of the JPA and the termination process shall be as provided in the
E-1
JPA for termination of the JDA.
12. The Parties shall use good faith to attempt to resolve by negotiation disputes relating to
the Fiscal Agent and noncompliance with the requirements for the Fiscal Agent or the
requirements of the Fiscal Agent with respect to the JDA, and upon agreement shall use any
available dispute resolution process including mediation and arbitration and failing to negotiate
or resolve the dispute by such means may elect to resolve the dispute by legal action. In the
event the Fiscal Agent determines that there is a dispute relating to the Fiscal Agent, the Fiscal
Agent shall report the existence of the dispute to the City Manager, City Administrator, Chair
and Vice Chair of the JDA.
13. Changes to the scope of services and responsibilities of the Fiscal Agent shall be made by
written agreement of the Parties,which shall be deemed an amendment of the JPA.
14. County shall not have any liability to City for acting as Fiscal Agent, and without limiting
the liability of County as provided under the JPA as a Party, in its capacity as Fiscal Agent,
County is not liable for management decisions of the JDA nor liable for cash shortfalls or any
payments as a result of insufficient funds due to funding shortfalls of the JDA.
E-2
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