October 7, 2015 Draft III

JOINT POWERS AGREEMENT BETWEEN METROPOLITAN COUNCIL AND

PORT AUTHORITYOF THE CITY OF ST. PAUL
This Joint Powers Agreement (JPA), effective as of the ____ of October, 2015 by the Metropolitan
Council, a public corporation and political subdivision of the State of Minnesota (Met Council), the Port
Authority of the City of St. Paul, a Minnesota body politic and corporate and governmental subdivision
(SPPA), and the City of Saint Paul, a Minnesota political subdivision (City). Met Council, the SPPA, and
the City are occasionally referred to individually as Party and collectively as Parties.
BACKGROUND RECITALS
1.
Met Council is the owner of a certain approximately 10 acre property located at 400 Snelling Avenue, St.
Paul, Minnesota (Met Council Property or Property).
2.
The Met Council Property was formerly occupied by a transit garage and facility which has been removed,
leaving a currently vacant site.
3.
In November 2013 Met Council adopted a Transit Oriented Development Policy (TOD Policy) through
which the Met Council will advance the following goals:

Maximize the development impact of transit investments by integrating transportation, jobs and
housing

Support regional economic competitiveness by leveraging private investment

Advance equity by improving multimodal access to opportunity for all

Support a 21st century transportation system through increased ridership and revenues
4.
Use and disposition of the Met Council Property, as Federal Transit Authority (FTA) financed property,
is governed by FTA guidance. (FTA Guidance).
5.
Met Council has determined that it is in the best interests of the Met Council and the public: (a) to
continue use of the Met Council Property for transit purposes and facilities in combination with development of
the Met Council property which conforms to Met Councils TOD Policy goals and FTA Guidance; and (b) to
maintain continuing control of the Met Council Property in order to continue its use for transit needs and
purposes.
6.
The City of Saint Paul is interested in securing a long-term ground lease for the Met Council Property
from the Met Council to be used a site for Major League Soccer, where Met Council would be the Landlord and
the City the tenant in a manner that meets both the Met Council transit requirements and TOD Policy, FTA
Guidance and SPPAs and the Citys mission and purposes.
7.
The SPPA, in order to promote the general welfare and the efficient, safe and economic handling of
commerce in the City of St. Paul, has initiated communications with the Met Council on behalf of the City to

October 7, 2015 Draft III

explore development of the Met Council Property in a way that meets both the Met Council transit requirements
and TOD Policy, FTA Guidance and SPPAs mission and purposes.
8.
Met Council, the City and SPPA have determined that, pursuant to their powers under Minnesota Statutes,
including but not limited to 471.59, it is in their and the publics best interests to enter into this JPA to provide a
framework for communication and negotiation with respect to development of the Property.
9.
Met Council has authorized execution of this JPA on __________ by Business Item No. ______. SPPA
has authorized execution of this JPA on __________ by [Resolution]. The City has authorized execution of this
JPA on ______________ by [Resolution].

NOW THEREFORE, for good and valuable consideration, the receipt of which has been acknowledged, the
Parties agree as follows:
I.

Purpose of the JPA

The purpose of this JPA is to:

(a)

Provide a framework for and steps toward the accomplishment by the Parties of the potential development
of the Property in a way that advances the Met Councils transit needs and requirements, its TOD Policy
and FTA Guidance and the Citys and SPPAs missions and purposes;

(b)

Provide for transmittal and exchange of information between the Parties and others with respect to
potential development of the Property and to help the Parties ensure that the information received by one
or both of the Parties, provided by one Party to another or to others, or exchanged between the Parties is
accomplished in compliance with applicable law;

(c)

Provide for the Parties coordination of due diligence, including site and environmental assessment; and

(d)

Address, as the Parties deem necessary or convenient, other issues as may occur with respect to
accomplishment of the potential development of the Property.

II.

Framework for Proposed Development

As of the date of this JPA, the framework for the proposed development of the Property is:
1.
The proposed development of the Property under consideration by the Parties at this time is a privately
financed and constructed soccer stadium. Met Council will maintain continuing control of the Property through
its ownership of the Property. The intent is that the soccer stadium will be owned by the City upon construction
completion.
2.
The Property is proposed to be leased by Met Council to the City pursuant to a long term ground lease,
the terms of and consideration for which will be negotiated by the Met Council as lessor and SPPA as agent for
the City or negotiated directly with the City (Lease). If the City determines that a sublease is necessary, the
2

October 7, 2015 Draft III

Property is proposed to be subleased by the City to a private entity during the construction period for purposes
of construction of the soccer stadium.
3.
The proposed development on the Property will include facilities owned by the Met Council identified by
Met Council as necessary or convenient to its transit operations at or near Met Councils transit hub located in
the area of St. Paul bound by I-94, Snelling and University Avenues and Pascal Street. Such facilities may
include transit information signs and kiosks, pedestrian plazas and walkways, facilities related to passenger
mobility and safety, and other facilities.
4.
In addition to the Lease, the Parties may enter into other agreements, such as operations and maintenance
agreements, related to the transit facilities on the Property.
5.
The Lease and other associated agreements entered into by the Parties are subject to approval by the
respective governing bodies of the Met Council and the City.
6.
The use of the Property for the proposed development, the Lease and all associated agreements are subject
to review and concurrence by the FTA.
7.
Unless otherwise agreed to by the Parties, each Party will be responsible for paying its own costs incurred
in carrying out its responsibilities under this Agreement.
8.
The Parties representatives will meet on a regular basis to be determined by the Parties to exchange
information to coordinate site and environmental information and assessment, title information, appraisals and
other relevant information with respect to proposed development of the site, to negotiate and draft agreements,
and to identify and resolve other necessary or convenient issues which may occur with respect to
accomplishment of the proposed development of the Property as described above in this section.
III.

Communications / Negotiations

1.
Both Parties recognize that exploring the potential development of the Property triggers the transmittal
and exchange of information that may be nonpublic or may constitute trade secret data. This Agreement,
therefore, is entered into between the Parties to help ensure that the information received by one, between, or
among the parties provided by one Party to another, or provided to the Party or Parties by others remains
nonpublic to the fullest extent of the law in order to facilitate a full and complete exchange of information, to
facilitate the potential development of the Property, and to provide record support that the negotiations and
communications are considered nonpublic or trade secret/confidential.
2.
The Parties agree to transmit to each other or exchange such information, including appraisals, as each
Party deems necessary or convenient for the accomplishment of the potential development of the Property in
accordance with the terms of this JPA provided, however, that each party shall have the right to determine, in its
own sole judgment, what information it will provide to the other.

3.
Confidential Information. The Parties are subject to the Minnesota Government Data Practices Act,
Minnesota Statutes Chapter 13 (the Data Practices Act).

October 7, 2015 Draft III

The Parties will be creating and exchanging real property data, including appraisals. For instance, under
Section 13.44 of the Data Practices Act, this data is confidential or protected nonpublic data until the Parties
have entered into an agreement for the purchase and sale of an interest in the real property, such as a long term
ground lease of the Property. Notwithstanding Section 13.44, however, Met Council is a defendant in a lawsuit
commenced by the property owner of property located adjacent to the Property. In order to provide the best
defense and protect the public interest respecting this pending civil action, Met Council reserves the right to
assert, and the City and SPPA understand and will use reasonable efforts in conformance with the assertion, that
the appraisal information should be, and other date related to this JPA should be, confidential or protected
nonpublic pursuant to Section 13.39 of the Data Practices Act, or pursuant to other applicable laws.
In addition, Confidential Information (hereinafter referred to as Confidential Information) is subject to the
definition of Trade Secret Information as defined by Minnesota Statues 13.37(1)(b). Confidential
Information shall include, but may not necessarily be limited to, all marketing, operational, economic or
financial knowledge, information or data of any nature whatsoever which has been or may hereafter be provide
or disclosed by the Parties in connection with the proposed development as described in Section II of this
Agreement. In many instances, Confidential Information may also include the identity of other interested
parties in the proposed development until such time either party seeks or obtains approval of the proposed
development by its duly authorized governing body.
4.

Possible Non-Confidential Information

The following information may NOT be confidential:
(a)

Information which at the time of disclosure by a Party (the Disclosing Party) is publicly available,
or information which later becomes publicly available through no act or omission of the recipient
(the Receiving Party);

(b)

Information which the Receiving Party can demonstrate was in its possession prior to disclosure by
the Disclosing Party; or

(c)

Information received by the Receiving Party form a third party who, to the best of the Receiving
Partys knowledge, did not acquire such information on a confidential basis either directly or
indirectly from the Disclosing Party.

Furthermore, when public financial assistance is provided, the information related to the financial assistance or
the public benefit may become public data, except that the following data may remain private or nonpublic:
business plans, income and expense projections not related to the financial assistance provided; customer lists;
income tax returns; and design, market, and feasibility studies not paid for with public funds.
5.

Nature of Information

The Parties, each, hereby accept the representations of the other Party that information is Nonpublic or
Confidential Information when designated as such by the other Party, without assuming the other Partys
obligation under section 6 to seek any desired protective order. There are no third-party beneficiaries to this
Agreement.

October 7, 2015 Draft III

6.

Minnesota Government Data Practices Act and Relief

The Parties understand that the Confidential Information that is shared between the Parties as a result of
working on the Project is governed by the Data Practices Act (Minn. Stat. 13.01 et. seq.). Consequently, all of
the data created, collected, received, stored, used, maintained, or disseminated between the Parties are subject to
the requirements of the Data Practices Act. The Parties believe that the protected Nonpublic or Confidential
Information are appropriately classified under Minnesota law as either private data or nonpublic data. The
Parties acknowledge, however, that the classification is governed by Minnesota law. Notwithstanding any other
provision in this Agreement, each Partys obligation under this Agreement is to use reasonable efforts to
maintain its confidentiality and only release the Confidential Information in a manner that is consistent with the
Data Practices Act, and the Parties will not be liable for any release or disclosure of Confidential Information
that is required by either federal or state law. Rather, each Party will be solely responsible for seeking and
obtaining protective orders for the information that Party deems nonpublic if the information is requested by
third parties. Any and all remedies against either Party are limited to and are exclusively those that are
expressly set forth in Minnesota Statutes Chapter 13.
IV.

General Terms

1.

Governing Law. This JPA is made under, and shall be construed according to, the substantive laws of the
State of Minnesota, and any and all legal claims or disputes between the Parties will be resolved in either
federal or state court located in Ramsey County, State of Minnesota.

2.

Termination of JPA. This JPA shall terminate on the occurrence of the earlier of a 30 day advanced
written notice by one of the Parties to the other Joint Powers Agreement Parties or when the first Major
League Soccer game is played at Met Council Property, whichever is earlier.

3.

Recitals. The Background Recitals are fully incorporated into and are part of this JPA.

4.

Counterparts. This JPA may be executed in any number of counterparts. All such counterparts shall be
deemed to be originals and shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the City, SPPA and Met Council have entered into this JPA on the day and year
first hereinabove written.

METROPOLITAN COUNCIL
By: ________________________________
Weston Kooistra
Its: Regional Administrator

PORT AUTHORITY OF THE

CITY OF SAINT PAUL

October 7, 2015 Draft III

By: ________________________________
Louis F. Jambois
Its: President

October 7, 2015 Draft III

CITY OF SAINT PAUL, MINNESOTA

By:
Its Mayor

By:
Its Director of Financial Services

By:
Its City Clerk

Approved as to form:

Assistant City Attorney