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HomeMy WebLinkAboutItem 06.o Date: Item No. JOINT POWERS AGREEMENTS WITH VERMILLION RIVER WATERSHED JOINT POWERS ORGRANIZATION FOR SOUTH CREEK WATER QUALITY IMPROVEMENT PROJECTS Proposed Action Staff recommends adoption of the following motion: Move to approve Joint Powers Agreements with the Vermillion River Watershed Joint Powers Organization for South Creek water quality improvement projects and designate the City Engineer to approve the project plans to be added as Exhibit A. Overview The City and Vermillion River Watershed Joint Powers Organization (VRWJPO) are partnering on two South Creek water quality projects; 1) Temperature Reduction Project (CP 16-07); and 2) Sediment Reduction Project (CP 17-06). CP 16-07 (located southwest of Holyoke Ave./210th St. intersection) involves the repair of a storm water basin experiencing bank failures and mixing water with South Creek. CP 17-06 (located ¼ mi. east of Holyoke Ave./210th St. intersection) involves the installation of a hydrodynamic separator to remove sediment from storm water prior to entering South Creek. The projects improve South Creek water quality and help meet the City’s waste load allocation reduction requirement of the Minnesota Pollution Control Agency. The City is the lead agency for the projects; construction is programmed for 2017. The Joint Powers Agreements establish City and VRWJPO project responsibilities and cost participation. Primary Issues to Consider • What is the project financing? Supporting Information • Joint Powers Agreements (Contract No. C0028876 and C0028877) • Staff analysis of primary issues Financial Impact: $ Budgeted: Y☒ N☐ Source: Related Documents: (CIP, ERP, etc.): Envision Lakeville Community Values: Good Value for Public Services Notes: Additional funding provided by Vermillion River Watershed Joint Powers Organization Report Completed by: McKenzie Cafferty, Environmental Resources Manager March 20, 2017 431,000 Multiple Sources 2017 Budget & 2017-2021 CIP Staff Analysis of Primary Issues • What is the project financing? The City of Lakeville is the lead agency on these projects; therefore, total project costs (City and VRWJPO) and the corresponding funding sources are reflected in this memo rather than just the City’s net cost. Temperature Reduction Project (CP 16-07) The estimated project cost is $220,000. The VRWJPO received a $194,800 Clean Water Fund grant from the Minnesota Board of Water and Soil Resources that will reimburse the following project-related activities: o $15,000 for grant administration/project coordination (VRWJPO eligible-only) o $44,800 for engineering (City-eligible) o $135,000 for construction (City-eligible) The grant has a match requirement to the amount of money received. The match will be shared by the City (50%) and VRWJPO (50%) up to a total maximum grant match amount of $100,000. The City’s estimated net cost for the project is $37,000. Anticipated funding sources are the Utility Fund - Environmental Resources and the Trunk Storm Sewer Fund. Sediment Reduction Project (CP 17-06) The estimated project cost is $211,000. The VRWJPO received a $116,000 Clean Water Fund grant from the Minnesota Board of Water and Soil Resources that will reimburse the following project-related activities: o $5,000 for grant administration/project coordination (VRWJPO eligible-only) o $11,000 for engineering (City-eligible) o $100,000 for construction (City-eligible) The grant has a match requirement to the amount of money received. The match will be shared by the City (50%) and VRWJPO (50%) up to a total maximum grant match amount of $100,000. The City’s estimated net cost for the project is $50,000. Anticipated funding sources are the Utility Fund - Environmental Resources and the Trunk Storm Sewer Fund. VRWJPO Contract C0028876 JOINT POWERS AGREEMENT FOR THE SOUTH CREEK HYDRODYNAMIC SEPARATOR PROJECT BETWEEN THE VERMILLION RIVER WATERSHED JOINT POWERS ORGANIZATION AND THE CITY OF LAKEVILLE CITY PROJECT 17-06 WHEREAS, Minn. Stat. § 471.59 authorizes local governmental units to jointly or cooperatively exercise any power common to the contracting parties; and WHEREAS, the Vermillion River Watershed Joint Powers Organization is a watershed management body consisting of Dakota and Scott Counties (VRWJPO) governed by the Vermillion River Watershed Joint Powers Board (VRWJPB) and is charged with carrying out the duties set forth in Minn. Stat. § 103B.211 to 103B.255 and as otherwise provided by law; and WHEREAS, the City of Lakeville (City) is a governmental and political subdivision of the State of Minnesota; and WHEREAS, South Creek is a tributary to the Vermillion River; and WHEREAS, excess sediment is the cause of the turbidity impairment of the Vermillion River; and WHEREAS, pollutants including excess sediment are a stressor to the biological impairment of South Creek and the Vermillion River; and WHEREAS, a storm sewer outfall draining a portion of the City contributes excess stormwater runoff and pollutants to South Creek; and WHEREAS, restoration strategies were identified in the Vermillion River Watershed Restoration and Protection Strategy (WRAPS) report to aid in restoring South Creek and the Vermillion River; and WHEREAS, the City is required to reduce the amount of sediment within its stormwater in order to meet the requirements of the total maximum daily load (TMDL) for the Vermillion River; and WHEREAS, reducing the amount of sediment reaching South Creek using a hydrodynamic separator (“Project”) will address the restoration strategies for South Creek and the Vermillion River identified within the WRAPS report and help to address pollutant reductions required by the TMDL; and WHEREAS, the estimated Project cost is $211,000; and WHEREAS, the VRWJPO applied for, and was awarded a $116,000 Clean Water Fund (CWF) grant (Grant) from the Minnesota Board of Water and Soil Resources (BWSR) to cover a portion of the costs to implement the Project at the storm sewer outfall near South Creek; and WHEREAS, the CWF grant has a match requirement equal to 25% of the amount of CWF monies received; and WHEREAS, the VRWJPO and City have included this Project in their Capital Improvement Programs and will jointly participate in the costs of engineering, construction and related activities after applying CWF grant monies. NOW, THEREFORE, in consideration of the mutual promises and benefits that the City and the VRWJPO shall derive from this Agreement, the VRWJPO, through the VRWJPB, and the City hereby enter into this Agreement for the purposes stated herein. ARTICLE 1 PURPOSE The purpose of this Agreement is to define the Project responsibilities and Project cost -sharing obligations of the VRWJPO and the City. ARTICLE 2 PARTIES The parties (Parties) to this Agreement are the VRWJPO, acting through the VRWJPB, and the City. ARTICLE 3 TERM This Agreement shall be effective the date of the signatures of the Parties to this Agreement and shall remain in effect until December 31, 2018, or until completion by the Parties of their respective obligations under this Agreement, whichever occurs first, unless earlier terminated by law or according to the provisions of this Agreement. ARTICLE 4 COOPERATION The VRWJPO and City agree to cooperate and use their reasonable efforts to ensure prompt implementation of the various provisions of this Agreement and to, in good faith, undertake resolution of any dispute in an equitable and timely manner. ARTICLE 5 TECHNICAL AND QUALITY ASSURANCE The VRWJPO and City will provide technical and quality assurance for the Project. Any engineer providing technical or quality assurance for the Project must be a licensed Professional Engineer in the State of Minnesota. ARTICLE 6 PROJECT PLANS AND SPECIFICATIONS The City is the lead agency for design and construction administration of this Project, effective upon execution of this Agreement by both Parties. The VRWJPO and City shall approve the plans and specifications (Project Plans) prior to advertising for bids. Upon approval, the Project Plans shall be attached and incorporated as an Exhibit to an Amendment to this Agreement. ARTICLE 7 PAYMENT 7.1 The City will administer the contract and act as the paying agent for all payments to the Contractor. 7.2 The CWF grant will reimburse the following project -related activities up to the amount listed: $5,000 for administration and coordination of the project (VRWJPO eligible only); $11,000 for technical and engineering assistance (City eligible); and $100,000 for work related to the installation of the hydrodynamic separator (City eligible). The City’s maximum eligible reimbursement amount is $161,000 (Agreement Maximum). 7.3 The CWF grant has a match requirement to the amount of CWF monies received. The match sha ll be shared in the amount of fifty percent (50%) by the VRWJPO and fifty percent (50%) by the City up to a total maximum grant match amount of $100,000 and paid prior to release of CWF monies. 7.4 The VRWJPO, through the CWF grant, shall pay the City for technical and engineering assistance costs on a reimbursement basis. Reimbursement shall be issued within 45 days of receipt of an invoice. 7.5 No payment shall be made prior to Project Plans approval by the VRWJPO and City. 7.6 The VRWJPO, through the CWF grant, shall pay the City for constru ction costs on a reimbursement basis. Under the terms of the CWF grant, the VRWJPO will receive funds in three disbursements: (a) 50% after execution of the CWF grant; (b) 40% after the first 50% has been expended and CWF grant reporting requirements are met; and (c) 10% after final CWF grant requirements are met. Ten percent (10%) of the Agreement Maximum shall be withheld until the VRWJPO has verified the P roject is installed in accordance with this Agreement and the Project Plans. 7.7 The VRWJPO may refuse to pay claims not specifically authorized b y this Agreement. Payment of a claim shall not preclude the VRWJPO from questioning the propriety of the claim. The VRWJPO reserves the right to be repaid for any overpayment or disallowed claim. ARTICLE 8 CITY OBLIGATIONS 8.1 AUTHORIZED PURPOSE. The funds provided under the terms of this Agreement may only be used by the City for the payment of costs directly related to the implementation. 8.2 CONSTRUCTION REQUIREMENTS. The Project shall be constructed in accordance with the Project Plans. The VRWJPO and City shall approve any modifications to the Project Plans. 8.3 CONSTRUCTION AND DESIGN FAILURES. Any failure related to construction or design of the Project shall be addressed in the contracts with the construction firm or professional services firm. 8.4 RIGHT-OF-ENTRY. The City hereby permits the VRWJPO, its employees, duly authorized representatives and agents to enter upon and have rights of ingress and egress over and access at reasonable times to the real property where the Project will be located for the purpose of inspecting the construction of the Project. 8.5 OPERATION AND MAINTENANCE. The City shall be responsible for on-going maintenance of the Project upon completion for a minimum of twenty-five (25) years and include the maintenance in the City’s capital improvement plan or as managed as part of its Municipal Separate Storm Sewer System (MS4) unless necessitated by a failure due to Acts of God or Force majeure. 8.6 COMPLIANCE WITH LAWS/STANDARDS. The City shall abide by all federal, state, or local laws, statutes, ordinances, rules, and regulations in constructing the Project, including obtaining all necessary permits to construct the Project. 8.7 PUBLICITY. The City hereby permits the VRWJPO to take and disclose photographs of the Project for use in publications or promotional material or on its website for the purpose of highlighting the VRWJPO’s programs. The City shall appropriately acknowledge the funding provided by the VRWJPO in any promotional materials, signage, reports, publications, notices, and presentations related to the Project. This section shall survive the expiration or termination of this Agreement. ARTICLE 9 INDEMNIFICATION Each party to this Agreement shall be liable for the acts of its officers, employees or agents and the results thereof to the extent authorized by law and shall not be responsible for the acts of the other party, its officers, employees or agents. The provisions of the Municipal Tort Claims Act, Minn. Stat. ch. 466 and other applicable laws govern liability of the VRWJPO and the City. Each party warrants that they are able to comply with the aforementioned indemnity requirements through an insurance or self -insurance program and that each has minimum coverage consistent with liability limits contained in Minn. Stat. Ch. 466. In the event of any claims or actions filed against either party, nothing in this Agreement shall be construed to allow a claimant to o btain separate judgments or separate liability caps from the individual Parties. This section shall survive the expiration or termination of this Agreement. ARTICLE 10 AUTHORIZED REPRESENTATIVES AND LIAISONS 10.1 AUTHORIZED REPRESENTATIVES. The following named persons are designated the authorized representatives of the parties for purposes of this Agreement. These persons have authority to bind the party they represent and to consent to modifications, except that the authorized representative shall have only the authority specifically or generally granted by their respective governing boards. Notice required to be provided pursuant to this Agreement shall be provided to the following named persons and addresses unless otherwise stated in this Agreement, or in a modification of this Agreement: TO THE VRWJPO: Mike Slavik or successor, Chair Vermillion River Watershed Joint Powers Organization 14955 Galaxie Avenue Apple Valley, MN 55124 Telephone: (952) 891-7030 TO THE CITY: Justin Miller, City Administrator, or successor City of Lakeville 20195 Holyoke Avenue Lakeville, MN 55044 Telephone: (952) 985-4400 In addition, notification to the VRWJPO regarding termination of this Agreement by the City shall be provided to the Office of the Dakota County Attorney, Civil Division, 1560 Highway 55, Hastings, Minnesota 55033. 10.2 LIAISONS. To assist the parties in the d ay-to-day performance of this Agreement and to ensure compliance and provide ongoing consultation, a liaison shall be designated by the VRWJPO and the City. The VRWJPO and the City shall keep each other continually informed, in writing, of any change in th e designated liaison. At the time of execution of this Agreement, the following persons are the designated liaisons: VRWJPO Liaison: Travis Thiel Telephone: (952) 891-7546 Email: travis.thiel@co.dakota.mn.us City Liaison: McKenzie Cafferty Environmental Resources Manager Telephone: (952) 985-4520 Email: mcafferty@lakevillemn.gov ARTICLE 11 MODIFICATIONS Any alterations, variations, modifications, or waivers of the provisions of this Agreement shall only be valid when they have been reduced to writing, approved by the Parties’ respective Boards, or as delegated by the Parties’ respective Boards, and signed by the Authorized Representatives, or delegated authority, of the VRWJPO and the City. ARTICLE 12 TERMINATION 12.1 IN GENERAL. Either party may terminate this Agreement for cause by giving seven days’ written notice or without cause by giving 30 days’ written notice, of its intent to terminate, to the other party. Such notice to terminate for cause shall specify the circumstances warranting termination of the Agreement. Cause shall mean a material breach of this Agreement and any supplemental agreements or amendments thereto. This Agreement may also be terminated by the City in the event of a default by the VRWJPO. Notice of Termination shall be made by certified mail or personal delivery to the authorized representative of the other party. Termina tion of this Agreement shall not discharge any liability, responsibility or right of any party, which arises from the performance of or failure to adequately perform the terms of this Agreement prior to the effective date of termination. 12.2 TERMINATION BY VRWJPO FOR LACK OF FUNDING. Notwithstanding any provision of this Agreement to the contrary, the VRWJPO may immediately terminate this Agreement if it does not obtain funding from the Minnesota Legislature, Minnesota Agencies, or other funding sources, or if it’s funding cannot be continued at a level sufficient to allow payment of the amounts due under this Agreement. The VRWJPO is not obligated to pay for any services that are provided after written notice of termination for lack of funding . The VRWJPO will not be assessed any penalty or damages if the Agreement is terminated due to lack of funding. The VRWJPO will pay for expenses incurred by the City up to Notice of Termination of work on the Project. ARTICLE 13 MINNESOTA LAW TO GOVERN This Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the State of Minnesota, without giving effect to the principles of conflict of laws. All proceedings related to this Agreement shall be venued in the County of Dakota, State of Minnesota. This section shall survive the expiration or termination of this Agreement. ARTICLE 14 MERGER This Agreement is the final expression of the agreement of the Parties and the complete and exclusive statement of the terms agreed upon and shall supersede all prior negotiations, understandings, or agreements. ARTICLE 15 SEVERABILITY The provisions of this Agreement shall be deemed severable. If any part of this Agreement is rendered void, invalid, or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts that are void, invalid or otherwise unenforceable shall substantially impair the value of the entire Agreement with respect to either party. ARTICLE 16 GOVERNMENT DATA PRACTICES The City and the VRWJPO must comply with the Minnesota Government data Practices Act, Minn.Stat. ch. 13, as it applies to all data provided, created, collected, received, stored, used, maintained, or disseminated under this Agreement. The civil remedies of Minn.Stat. § 13.08 apply to the release of the data referred to in this c lause by either the City or the VRWJPO. ARTICLE 17 SURVIVABILITY The provisions of sections 8.3 (Construction and Design Failures), 8.5 (Operation and Maintenance), 9 (Indemnification) and 16 (Government Data Practices) survive the expiration or termina tion of this Agreement. ARTICLE 18 DEFAULT: FORCE MAJEURE Neither party shall be liable to the other party for any loss or damage resulting from a delay or failure to perform due to unforeseeable acts or events outside the defaulting party’s reasonable co ntrol, providing the defaulting party gives notice to the other party as soon as possible. Acts and events may include acts of God, acts of terrorism, war fire, flood epidemic, acts of civil or military authority, and natural disasters. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date(s) indicated below. CITY OF LAKEVILLE By _ Douglas P. Anderson or successor, Mayor Date of Signature: By _ Char Friedges, City Clerk Date of Signature: _ APPROVED AS TO FORM: VERMILLION RIVER WATERSHED JOINT POWERS ORGANIZATION By _ /s/Helen R. Brosnahan Mike Slavik or successor, Chair Assistant Dakota County Attorney Date of Signature: _ Date of Signature: 2/6/17 VRW Res. No. _ KS-16-528 JOINT POWERS AGREEMENT FOR THE SOUTH CREEK TEMPERATURE REDUCTION PROJECT BETWEEN THE VERMILLION RIVER WATERSHED JOINT POWERS ORGANIZATION AND THE CITY OF LAKEVILLE CITY PROJECT 16-07 WHEREAS, Minn. Stat. § 471.59 authorizes local governmental units to jointly or cooperatively exercise any power common to the contracting parties; and WHEREAS, the Vermillion River Watershed Joint Powers Organization is a watershed management body consisting of Dakota and Scott Counties (VRWJPO) governed by the Vermillion River Watershed Joint Powers Board (VRWJPB) and is charged with carrying out the duties set forth in Minn. Stat. §§ 103B.211 to 103B.255 and as otherwise provided by law; and WHEREAS, the City of Lakeville (City) is a governmental and political subdivision of the State of Minnesota; and WHEREAS, South Creek is a tributary to the Vermillion River; and WHEREAS, pollutants including warm stormwater are a stressor to the biological impairment of South Creek; and WHEREAS, South Creek flows through a stormwater basin within the City which is contributing to significantly increased South Creek water temperatures; and WHEREAS, separating South Creek from the stormwater basin will reduce the water temperatures in South Creek; and WHEREAS, restoration strategies were identified in the Vermillion River Watershed Restoration and Protection Strategy (WRAPS) report to aid in restoring South Creek; and WHEREAS, reducing the amount of stormwater entering South Creek by permanently separating South Creek from the stormwater basin (Project) will help address the warm stormwater stressor contributing to the biological impairments and address restoration strategies for South Creek identified within the WRAPS report; and WHEREAS, the estimated total Project cost is $220,000; and WHEREAS, the VRWJPO applied for, and was awarded a $194,800 Clean Water Fund (CWF) grant from the Minnesota Board of Water and Soil Resources (BWSR) to cover a portion of the costs to implement the Project; and WHEREAS, the CWF grant has a match requirement equal to 25% of the amount of CWF monies received; and WHEREAS, the VRWJPO and City have included this Project in each of their Capital Improvement Programs and will jointly participate in the costs of engineering, construction and related activities after applying CWF grant monies. NOW, THEREFORE, in consideration of the mutual promises and benefits that the City and the VRWJPO shall derive from this Agreement the VRWJPO, through the VRWJPB, and the City hereby enter into this Agreement for the purposes stated herein. ARTICLE 1 PURPOSE The purpose of this Agreement is to define the Project responsibilities and Project cost-sharing obligations of the VRWJPO and the City. ARTICLE 2 PARTIES The parties (Parties) to this Agreement are the VRWJPO, acting through the VRWJPB, and the City. ARTICLE 3 TERM This Agreement shall be effective the date of the signatures of the Parties to this Agreement and shall remain in effect until December 31, 2018, or until completion by the Parties of their respective obligations under this Agreement, whichever occurs first, unless earlier terminated by law or according to the provisions of this Agreement. ARTICLE 4 COOPERATION The VRWJPO and the City agree to cooperate and use their reasonable efforts to ensure prompt implementation of the various provisions of this Agreement and to, in good faith, undertake resolution of any dispute in an equitable and timely manner. ARTICLE 5 TECHNICAL AND QUALITY ASSURANCE The VRWJPO and City will provide technical and quality assurance for the Project. Any engineer providing technical or quality assurance for the Project must be a licensed Professional Engineer in the State of Minnesota. ARTICLE 6 PROJECT PLANS AND SPECIFICATIONS The City is the lead agency for design and construction administration of this Project, effective upon execution of this Agreement by both Parties. The VRWJPO and City shall approve the plans and specifications (Project Plans) prior to advertising for bids. Upon approval the Project Plans shall be attached and incorporated as an Exhibit to an Amendment to this Agreement. ARTICLE 7 PAYMENT 7.1 The City will administer the contract and act as the paying agent for all payment to the Contractor. 7.2 The CWF grant will reimburse the following project-related activities up to the amount listed: $15,000 for administration and coordination of project (VRWJPO eligible only); $44,800 for technical and engineering assistance (City eligible); and $135,000 for streambank/shoreline protection (City eligible). The City’s maximum eligible reimbursement amount is $229,800 (Agreement Maximum). 7.3 The CWF grant has a match requirement to the amount of CWF monies received. The match shall be shared in the amount of fifty percent (50%) by the VRWJPO and fifty percent (50%) by the City up to a total maximum grant match amount of $100,000 and paid prior to release of CWF monies. 7.4 The VRWJPO, through the CWF grant, shall pay the City for technical and engineering assistance costs on a reimbursement basis. Reimbursement shall be issued within 45 days of receipt of an invoice. 7.5 No Payment shall be made until the Project Plans are approved by both the VRWJPO and City. 7.6 The VRWJPO, through the CWF grant, shall pay the City for construction costs on a reimbursement basis. Under the terms of the CWF grant, the VRWJPO will receive funds for construction in three disbursements: (a) 50% after execution of the CWF grant; (b) 40% after the first 50% has been expended and CWF grant reporting requirements are met; and (c) 10% after CWF grant requirements are met. Ten percent (10%) of the Agreement Maximum shall be withheld until the VRWJPO has verified the Project is installed in accordance with this Agreement and the Project Plans. 7.7 The VRWJPO may refuse to pay any claims not specifically authorized by this Agreement. Payment of a claim shall not preclude the VRWJPO from questioning the propriety of the claim. The VRWJPO reserves the right to be repaid for any overpayment or disallowed claim. ARTICLE 8 CITY OBLIGATIONS 8.1 AUTHORIZED PURPOSE. The funds provided under the terms of this Agreement may only be used by the City for the payment of costs directly related to the implementation. 8.2 CONSTRUCTION REQUIREMENTS. The Project shall be constructed in accordance with the Project Plans. The VRWJPO and City shall approve any modification to the Project Plans. 8.3 CONSTRUCTION AND DESIGN FAILURES. Any failure related to construction or design of the Project shall be addressed in the contracts with the construction firm or professional services firm. 8.4 RIGHT OF ENTRY. The City hereby permits the VRWJPO, its employees, duly authorized representatives and agents to enter upon and have rights of ingress and egress over and access at reasonable times to the real property where the Project will be located for the purpose of inspecting the construction of the Project. 8.5 OPERATION AND MAINTENANCE. The City shall be responsible for on-going maintenance of the Project upon completion for a minimum of twenty-five (25) years and include the maintenance in the City’s capital improvement plan or as managed as part of its Municipal Separate Storm Sewer System (MS4) unless necessitated by a failure due to Acts of God or Force Majeure. 8.6 COMPLIANCE WITH LAWS/STANDARDS. The City shall abide by all federal, state, or local laws, statutes, ordinances, rules, and regulations in constructing the Project, including obtaining all necessary permits to construct the Project. 8.7 PUBLICITY. The City hereby permits the VRWJPO to take and disclose photographs of the Project for use in publications or promotional material or on its website for the purpose of highlighting the VRWJPO’s programs. The City shall appropriately acknowledge the funding provided by the VRWJPO in any promotional materials, signage, reports, publications, notices, and presentations related to the Project. This section shall survive the expiration or termination of this Agreement. ARTICLE 9 INDEMNIFICATION Each party to this Agreement shall be liable for the acts of its officers, employees or agents and the results thereof to the extent authorized by law and shall not be responsible for the acts of the other party, its officers, employees or agents. The provisions of the Municipal Tort Claims Act, Minn. Stat. ch. 466 and other applicable laws govern liability of the VRWJPO and the City. Each party warrants that they are able to comply with the aforementioned indemnity requirements through an insurance or self- insurance program and that each has minimum coverage consistent with liability limits contained in Minn. Stat. Ch. 466. In the event of any claims or actions filed against either party, nothing in this Agreement shall be construed to allow a claimant to obtain separate judgments or separate liability caps from the individual Parties. This section shall survive the expiration or termination of this Agreement. ARTICLE 10 AUTHORIZED REPRESENTATIVES AND LIAISONS 10.1 AUTHORIZED REPRESENTATIVES. The following named persons are designated the authorized representatives of the parties for purposes of this Agreement. These persons have authority to bind the party they represent and to consent to modifications, except that the authorized representative shall have only the authority specifically or generally granted by their respective governing boards. Notice required to be provided pursuant to this Agreement shall be provided to the following named persons and addresses unless otherwise stated in this Agreement, or in a modification of this Agreement: TO THE VRWJPO: Mike Slavik or successor, Chair Vermillion River Watershed Joint Powers Organization 14955 Galaxie Avenue Apple Valley, MN 55124 Telephone: (952) 891-7030 TO THE CITY: Justin Miller, City Administrator, or successor City of Lakeville 20195 Holyoke Avenue Lakeville, MN 55044 Telephone: (952) 985-4400 In addition, notification to the VRWJPO regarding termination of this Agreement by the City shall be provided to the Office of the Dakota County Attorney, Civil Division, 1560 Highway 55, Hastings, Minnesota 55033. 10.2 LIAISONS. To assist the parties in the day-to-day performance of this Agreement and to ensure compliance and provide ongoing consultation, a liaison shall be designated by the VRWJPO and the City. The VRWJPO and the City shall keep each other continually informed, in writing, of any change in the designated liaison. At the time of execution of this Agreement, the following persons are the designated liaisons: VRWJPO Liaison: Travis Thiel Telephone: (952) 891-7546 Email: travis.thiel@co.dakota.mn.us CITY Liaison: McKenzie Cafferty Environmental Resources Manager Telephone: (952) 985-4520 Email: mcafferty@lakevillemn.gov ARTICLE 11 MODIFICATIONS Any alterations, variations, modifications, or waivers of the provisions of this Agreement shall only be valid when they have been reduced to writing, approved by the Parties respective Boards or as delegated by the Parties respective Boards, and signed by the Authorized Representatives, or delegated authority of the VRWJPO and the City. ARTICLE 12 TERMINATION 12.1 IN GENERAL. Either party may terminate this Agreement for cause by giving seven days’ written notice or without cause by giving 30 days’ written notice, of its intent to terminate, to the other party. Such notice to terminate for cause shall specify the circumstances warranting termination of the Agreement. Cause shall mean a material breach of this Agreement and any supplemental agreements or amendments thereto. This Agreement may also be terminated by the City in the event of a default by the VRWJPO . Notice of Termination shall be made by certified mail or personal delivery to the authorized representative of the other party. Termination of this Agreement shall not discharge any liability, responsibility or right of any party, which arises from the performance of or failure to adequately perform the terms of this Agreement prior to the effective date of termination. 12.2 TERMINATION BY VRWJPO FOR LACK OF FUNDING. Notwithstanding any provision of this Agreement to the contrary, the VRWJPO may immediately terminate this Agreement if it does not obtain funding from the Minnesota Legislature, Minnesota Agencies, or other funding sources, or if it’s funding cannot be continued at a level sufficient to allow payment of the amounts due under this Agreement. Written notice of termination sent by the VRWJPO to the City by facsimile is sufficient notice under this Agreement. The VRWJPO is not obligated to pay for any services that are provided after written notice of termination for lack of funding. The VRWJPO will not be assessed any penalty or damages if the Agreement is terminated due to lack of funding. The VRWJPO will pay for expenses incurred by the City up to Notice of Termination of work on the Project. ARTICLE 13 MINNESOTA LAW TO GOVERN This Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the State of Minnesota, without giving effect to the principles of conflict of laws. All proceedings related to this Agreement shall be venued in the County of Dakota, State of Minnesota. This section shall survive the expiration or termination of this Agreement. ARTICLE 14 MERGER This Agreement is the final expression of the agreement of the Parties and the complete and exclusive statement of the terms agreed upon and shall supersede all prior negotiations, understandings, or agreements. ARTICLE 15 SEVERABILITY The provisions of this Agreement shall be deemed severable. If any part of this Agreement is rendered void, invalid, or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts that are void, invalid or otherwise unenforceable shall substantially impair the value of the entire Agreement with respect to either party. ARTICLE 16 GOVERNMENT DATA PRACTICES The City and the VRWJPO must comply with the Minnesota Government data Practices Act, Minn.Stat. ch. 13, as it applies to all data provided, created, collected, received, stored, used, maintained, or disseminated under this Agreement. The civil remedies of Minn.Stat. § 13.08 apply to the release of the data referred to in this clause by either the City or the VRWJPO. ARTICLE 17 SURVIVABILITY The provisions of Articles 8.3 (Construction and Design Failures), 8.5 (Operation and Maintenance), 9 (Indemnification) and 16 (Government Data Practices) survive the expiration or termination of this Agreement. ARTICLE 18 DEFAULT: FORCE MAJEURE Neither party shall be liable to the other party for any loss or damage resulting from a delay or failure to perform due to unforeseeable acts or events outside the defaulting party’s reasonable control, providing the defaulting party gives notice to the other party as soon as possible. Acts and events may include acts of God, acts of terrorism, war, fire, flood epidemic, acts of civil or military authority, and natural disasters. [Remainder of page intentionally left blank] IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date(s) indicated below. CITY OF LAKEVILLE By ___________________________________ Douglas P. Anderson or successor, Mayor Date of Signature: _____________________ By ___________________________________ Char Friedges or successor, City Clerk Date of Signature: _____________________ VERMILLION RIVER WATERSHED JOINT POWERS ORGANIZATION APPROVED AS TO FORM: By ___________________________________ /s/Helen R. Brosnahan Mike Slavik or successor, Chair Assistant Dakota County Attorney Date of Signature: _____________________ Date of Signature: 2/16/17 VRW Res. No. _____ KS-17-35