Loading...
1m. Approval of Restated Joint Powers Agreement for Southwest Metro Transitl � CITY OF CHANHASSEN 690 COULTER DRIVE • P.O. BOX 147 • CHANHASSEN, MINNESOTA 55317 (612) 937 -1900 • FAX (612) 937 -5739 MEMORANDUM Action by Chy Adn En dorea+ ✓ Dull Modifie �lec:e TO: Don Ashworth, City Manager ,n,rt ed to Com Dais to FROM: Sharmin Al -Jaff, Planner II 9 cmuldl DATE: August 31, 1994 SUBJ: Restated Joint Powers Agreement for Southwest Metro Transit Commission Southwest Metro Transit Commission is requesfn enclosed restated Joint Powers Agreement. A Southwest Metro Transit Executive Director, °irxpll will be present at the City Council meetingo ans A' STAFF RECOMMENDATION A M at the City Council approve their is a memo from Diane Harberts, g the reason behind the request. She Staff is recommending approval of the 'attached FIRST AGREEMENT ESTABLISHING A1,WUTHWEST MI (FORMERLY SOUTHWEST AREA TRANSIT COMl a ATED JOINT POWERS TRANSIT COMMISSION g.\pianNsa\smtc.jpa n I August 9, 1994 MEMO TO: Chanhassen Mayor and City Council FROM: Diane Harberts, Executive Director SOUTHWEST METRO TRANSIT 8080 Mitchell Road, Suite 104 Eden Prairie, MN 55344 (612) 934 -7928 fax (612) 949 -8542 � SUBJECT: Request for Approval of Restated Joint Powers Agreement 1 SUMMARY 0 I I The Southwest Metro Transit Commission (SMTC) requests that the three joint powers cities of Eden Prairie, Chanhassen and Chaska approve a Restated Joint Powers Agreement (JPA) for SMTC. This Restated JPA, if approved, would replace the original JPA, would incorporate the amendments made by the member cities to the original JPA, and would reflect current realities reflective of the operational success of SMTC. SMTC was created in 1986, pursuant to Minnesota Statute 8 473.388, as a joint powers transit agency between the cities of Eden Prairie, Chanhassen and Chaska. The statutory authority was the Replacement Service Statute which has come to be known as the Opt -Out Law. In essence, this statute allowed cities or groups of cities at the end of the existing Metropolitan Transit Commission (MTC) routes, and who received little or no MTC service to establish their own transit systems. These systems would be funded by allowing the use of up to 90 percent of the locally generated regional transit operations property tax. Ultimately twelve cities chose to participate in the opt -out program, establishing five opt -out systems. They are: Southwest Metro Transit (Eden Prairie, Chanhassen and Chaska); Plymouth Metrolink (Plymouth); Maple Grove Transit (Maple Grove); Shakopee Area Transit (Shakopee), and; Minnesota Valley Transit Authority (a joint powers agreement between Apple Valley, Eagan, Burnsville, Savage, Prior Lake and Rosemount). SMTC is governed by a seven member Board of Commissioners, appointed by the member city councils. There are two representatives from each city, at least one of which must be a member of the city council. The seventh member is appointed on a rotating basis. Management and operations of SMTC are conducted by an Executive Director selected by the SMTC Commission. I A Joint Powers Agreement by and between the Cities of Chanhassen, Chaska & Eden Prairie if J Restated JPA ' Page 2 REASONS FOR RSSTATBD JPA r The original JPA was adopted in 1986 prior to the beginning of SMTC operations. There have been five amendments to the original JPA, the last of ' which was adopted in 1990. The number of amendments, each of which was required to address a problem ' identified by the Commission, has made interpretation of the original JPA difficult, even for legal counsel, since some of the amendments amend previous amendments. Besides incorporating the language of the amendments into the text of the JPA, ' the Restated JPA also includes some changes which recognize current operating realities based upon eight years of operational experience. The most significant of these changes are: 1. Section 2. PURPOSE ' Language has been added to allow SMTC the ability to plan and conduct transit operations in conjunction with other cities and other transit systems. These operations will provide greater transit opportunities for SMTC area residents and businesses by expanding transit connections and services to areas where residents have consistently expressed a need. 2. Section 3. DEFINITIONS Language is added to reflect the changes in regional governance brought ' about by the Metropolitan Reorganization Act of 1994, which abolished the Regional Transit Board, effective October 1, 1994, and transferred their authority and responsibilities to the Metropolitan Council. , 3. Section 5. BOARD OF COMMISSIONERS Changes the residency requirement for the Class 4 Commissioner (the Commissioner who is appointed on a rotating basis) to require that Commissioner to maintain his or her residency or principal_ place of business in the City which has appointed that Commissioner. 4. Section 6. m) POWERS AND DUTIES OF THE COMMISSION Eliminates the requirement that the purchase of buildings, real estate, ' buses or motor vehicles, or leases of same, by the Commission has to be approved by all three cities. This clause was originally adopted when it was believed these expenditures would come from operating revenues and would potentially reduce the availability of transit services. Funds for capital expenditures now come from regional transit bonds, and are approved by the region. ' i i I Restated JPA Page 3 5. Section 7. b) OPERATING COSTS, BUDGET, AND FINANCIAL LIABILITY Removes the requirement that the Advisory Board prepare the SMTC annual ' budget by July 1 of each year. In practice the Executive Director prepares the budget each year in accordance with a time table established by the Regional Transit Board/Metropolitan Council. It ' is not operationally realistic for the Advisory Board to conduct this function. Other changes contained in the Restated JPA are technical in nature or simply ' clarify existing language. The Southwest Metro Transit Commission approved this Restated JPA at its July ' 28, 1994 meeting. REQUEST ' It is requested that the Restated Joint Powers Agreement for the Southwest Metro Transit Commission be adopted by the City Council as proposed. ' SMTC staff will be available at the Council meeting to answer any questions the Council may have. If FIRST RESTATED JOINT POWERS AGREEMENT � ESTABLISHING A SOUTHWEST METRO TRANSIT COMMISSION (FORMERLY SOUTHWEST AREA TRANSIT COMMISSION) THIS RESTATED JOINT POWERS AGREEMENT, is made and entered into this ' day of , 1994, by and between the Cities of Eden Prairie, Chanhassen, and Chaska, all being municipal corporations organized under the laws of the State of Minnesota, pursuant to authority conferred upon the parties by Minnesota Statutes § 174.265, ' Minnesota Statutes §473.384, §473.388, and/or Minnesota Statutes §471.59. WHEREAS, the Cities of Eden Prairie, Chaska, and Chanhassen have completed a Project ' Study under the Metropolitan Transit Service Demonstration Program, which was established in 1982 by the Minnesota Legislature under Minnesota Statutes § 174.265; WHEREAS, the P urpose of this study was to test the efficiency and effectiveness of ' alternative methods of providing public transit service for communities that are within the metropolitan transit taxing district, but that are not adequately served by existing regular route transit, and WHEREAS, each of the parties hereto has entered into a Joint Powers Agreement and five ' amendments thereto; WHEREAS, each of the parties hereto desires to enter into this First Restated Joint ' Powers Agreement and has, through the actions of its respective governing bodies, been duly authorized to enter into this First Restated Joint Powers Agreement for the purposes hereinafter stated. i NOW THEREFORE, BE IT RESOLVED, in consideration of the mutual covenants and agreements contained herein, it is hereby agreed by and between the Cities of Eden Prairie, t Chaska, and Chanhassen, through their respective City Councils, that: 1. Name i The Parties hereto hereby create and establish the SOUTHWEST METRO TRANSIT COMMISSION. 2. PURPOSE I The purpose of this Agreement and the SOUTHWEST METRO TRANSIT COMMISSION is to (1) provide alternative methods of providing public transit service for the ' Cities of Eden Prairie, Chanhassen, and Chaska and (ii) contract to provide transit and transit planning services to other entities, as approved by the Commission, pursuant to Minnesota Statutes §473.384 and/or Minnesota Statutes §473.388 and 471.59. 1 J u u C 1 3. DEFINITIONS a) "Commission" means the organization created by this Agreement, the full name of which is the "SOUTII WEST METRO TRANSIT COMMISSION." b) 'Board" means the Board of Commissioners of the SOUTHWEST METRO TRANSIT COMMISSION. C) "Council" means the governing body of a party to this Agreement. d) "Regional Transit Board" (RTB) is the regional transit board as established by Minnesota Statutes §473.373, or its successor the Metropolitan Council pursuant to Laws of Minnesota 1994, Chapter 628, the Metropolitan Reorganization Act of 1994. e) "Advisory Committee" is a committee consisting of the City Manager or Chief Administrator of each party, or his or her designee, which shall act as an advisory body to the Board. f) "Party" means any municipality which has entered into this Agreement. g) "Metropolitan Council" is the regional entity established by Minnesota Statutes §473.123. 4. PARTIES The municipalities which are original parties to this Agreement are Eden Prairie, Chanhassen, and Chaska. No change in governmental boundaries, structure, organizational status or character shall affect the eligibility of any party listed above to be represented on the Commission so long as such party continues to exist as a separate political subdivision. 5. BOARD OF COMMISSIONERS a) The governing body of the Commission shall be its Board which will consist of seven commissioners. Each party shall appoint two commissioners ( "original commissioners ") and a seventh commissioner will be appointed by the parties on a rotating basis as described below. Class 1, 2 and 3 commissioners must reside in the City they are appointed to represent. The Class 4 Commissioner shall reside or maintain a principal place of business in the City which has appointed said Commissioner. b) There shall be four classes of commissioners. The term of each commissioner in Class 1 shall expire on December 31, 1987, and every three years thereafter. The term of each commissioner in Class 2 shall expire on December 31, 1988, and 2 I every three years there, -fter. The term of each commissioner in Class 3 shall �. expire on December 31, 1989, and every three years thereafter. The six original commissioners shall be :appointed to Classes l through 3 by draw, provided that no two commissioners appointed by a party shall be members of the same class. ' Two commissioners shall be assigned to Class 1, two commissioners shall be assigned to Class 2, and two commissioners shall be assigned to Class 3. A seventh commissioner "shall be assigned to Class 4 beginning January 1, 1988. ' The term of the Class 4 commissioner shall expire on December 31, 1989, and every two years thereaft r. The Class 4 commissioner shall be appointed by the parties on a rotating basis, beginning January 1, 1988, with an appointment by the ' City of Chaska on January 1, 1990, with the City of Chanhassen on January 1, 1992, with an appointment by the City of Eden Prairie, and continuing in a like pattern thereafter. The successor of each of the commissioners shall be appointed ' to the same class as the successor's predecessor. One commissioner appointed by each party must include a City Council member, inclusive of the Mayor, currently serving in office. A commissioner who is a council member of a party shall cease ' to be a commissioner, even if the term for which the commissioner was appointed has not expired, if (a) the commissioner ceases to be a member of the Council of the appointing party, and (b) no other council member of the appointing party is ' then a Class 1, 2 or 3 commissioner. In such event, a council member of the appointing party shall be appointed by the appointing party to serve the remainder ' of the term created by the vacancy. c) A commissioner may be i•emoved by the party appointing him/her with or without I cause. d) The commissioners may receive such compensation as is authorized and established by the Board at its first meeting of each year. C) A majority of the members of the Board shall constitute a quorum of the Board. , Attendance by a quorum of the Board shall be necessary for conducting a meeting of the Board. The Board may take action at a meeting upon an affirmative vote of a majority of the quorum, unless hereinafter specified otherwise. f) At the organizational meeting or as soon thereafter as it may be reasonably done, the Board may adopt rules and regulations governing its meetings. Such rules and ' regulations may be amended from time to time at either a regular or special meeting of the Board provided that at least ten (l 0) days prior thereto, notice of the proposed amendment has been furnished to each member of the Board. A ' majority vote of all eligible votes of the then existing members of the Board shall be required to adopt any proposed amendment to such rules and regulations. g) At the organizational meeting of the Board, and in January of each year thereafter, the Board shall elect a chairperson, a vice chairperson, a secretary, a treasurer, and ' such other officers as it deems necessary to conduct its business and affairs. The duties of the officers shall be designated in the rules and regulations established by the Board. ' 6. POWERS AND DUTIES OF THE COMMISSION ' a) General The Commission has the powers and duties to establish a program pursuant to Minnesota Statutes §473.384 and/or Minnesota Statutes §473.388 in ' order to (i) provide public transit service to serve the geographic area of the parties, and (ii) to contract to provide transit and transit planning services to entities as approved by .the Commission. The Commission shall have all powers necessary to discharge its duties. b) The Commission may acquire, own, hold, use, improve, operate, maintain, lease, ' exchange, transfer, sell, or otherwise dispose of equipment, property, or property rights as deemed necessary to carry out the purposes of the Commission. ' c) The Commission may enter into such contracts with such persons or corporations, public or private, to carry out the purposes of the Commission. The Commission may, if deemed necessary, contract for and purchase such services, equipment, and ' functions as the Board deems necessary for the protection of the Commission and the parties and to implement the provisions of the plan and program. The Commission shall not enter into any contract or incur any obligation in violation of the provisions of Minnesota Statutes Chapter 475. d) The Commission may establish bank accounts, both savings and checking, as the ' Board shall from time to time determine. e) The Commission may employ an Executive Director, whose duty shall be to ' administer policies as established by the Commission. The Executive Director shall be an employee of the Commission. Compensation of the Executive Director shall be established by the Board. The Commission may enter into employment contracts with other personnel and may provide for compensation, insurance, and other terms and conditions that it deems necessary. ' f) The Commission may, in lieu of directly operating a public transit system or any part thereof, enter into a contract for management services. The contract may ' provide for compensation, incentive fees, the employment of personnel, and other terms and conditions that the Commission deems proper. g) The Commission may sue or be sued. h) The Commission may accept any gifts, grants, or loans of money or other property from the United States, the state, or any person or entity; may enter into any 4 agreement required in connection therewith; may comply with any federal or state �- laws or regulations applicable thereto; and may hold, use, and dispose of the money or property in accordance with the terms of the gift, grant, loan, or agreement. , 7 i) The Commission shall provide any party with data and information requested by ' the party in accordance with law. The Commission shall, in the development of the program and implementation thereof, prepare such reports, either financial or management, as required by the Regional Transit Board, the Metropolitan Council or other governmental units. j) The Commission shall cause to be made an annual audit of the books and ' accounts of the Commission and shall make and file the report to its Members at least once each year, v;hich report shall contain such information as good accounting practices require and such further information as required by the Regional Transit Board, the Metropolitan Council or other governmental units. k) The Commission shall maintain books, reports, and records of its business and ' affairs which shall be available for and open to inspection by the parties at all reasonable times. 1) The Commission may contract to purchase services from any one of the parties. m) The Commission may purchase passenger shelters without prior approval of any ' of the Councils of the parties to this Agreement. The Commission may, without prior approval of any of the Councils of the parties to this Agreement, execute an agreement to purchase real estate for use as Park and Ride lots with the payment , of earnest money not to exceed $5,000.00, provided that the agreement to purchase such real estate is subject to the approval of the Council of the City in which such real estate is located. ' OPERATING COSTS, BUDGET, AND FINANCIAL LIABILITY_. a) Operating Costs Operating costs shall include all non - capital costs for the maintenance and ' operation of the transit system, including, but not limited to, gasoline, oil, lubricants, parts, repairs, labor, and service for any vehicles employed in such operation; insurance premiums; salaries and other direct payments for work or ' labor in performance of the services furnished by the transit system; indirect costs incurred in the employment of persons for the performance of such services, such ' as taxes, unemployment compensation, workers' compensation, insurance benefits paid to or accrued for such employees, and any other costs attributable to such employment; and any expenses incurred in connection with contracts for 5 I management services. b) Budget ' The Commission shall have a fiscal year beginning January I and ending December 31. The Executive Director shall annually prepare an estimated budget ' for the next fiscal year including an estimate of capital expenditures, operating costs, and revenues. Estimated capital expenditures and operating costs shall be limited to revenues received pursuant to Minnesota Statutes §473.384, Minnesota ' Statutes §473.388, and Minnesota Statutes §473.39 and estimated revenues to be received from the operation of the transit system. The Board shall review and approve or disapprove the budget. One - twelfth (1/12) of the estimated annual ' budget shall constitute the estimated monthly budget. The estimated annual and monthly budgets may be adjusted from time to time on the basis of actual costs ' incurred or changes in estimated revenue. In the event of an adjustment of the budget, there shall be furnished to each party a computation of said adjustment. C) Financial Liability The primary annual financial contribution to the Commission of each party shall ' be equal to the total amount of assistance which each party receives pursuant to Minnesota Statutes §473.384 and Minnesota Statutes §473.388. In addition, each party shall be responsible for annual debts and obligations of the Commission ' which exceed annual revenues in accordance with the following formula. Each party shall be liable for that percentage of the total annual debts and obligations which exceed total annual revenue which is directly proportional to that party's ' primary annual financial contribution in comparison to the total primary annual financial contribution by all parties to the Commission during the year in question. The Board shall submit a monthly bill to each party for its proportionate share of ' actual expenses which exceed actual revenues. At the end of each fiscal year, each party shall be crcdited for any excess payments made by it during the year, or billed for its proportionate share of actual expenses which exceed actual ' revenues for which it had not previously been billed. Upon receiving a bill from the Commission, each party shall remit payment of the same within 30 days. To the extent that each party is financially liable pursuant to the above formula, each ' party hereby agrees to indemnify any other party which for any reason assumes payment of its debts in connection with the operation of the Commission. d) Financial Liabilitv Limited ' Notwithstanding anything to the contrary contained in paragraph 7(c) above, each party's liability under this contract shall be limited to the extent that it shall not result in any indebtedness or the incurrence of any pecuniary liability for which it shall be necessary to levy in any year a rate of taxes higher than the maximum 6 1 prescribed by law or to do any other thing in violation of Minnesota Statutes §275.27 or any other law which shall cause this Agreement to be null and void. Nothing contained in this Agreement shall preclude any party from providing in any budget for, or making any expenditure, or selling or issuing any bonds, or , creating any indebtedness, the payment of principal or interest of which shall require the levy of taxes which levy may or may not be subject to any maximum levy limitation or limitations prescribed by law. Such party's obligation to levy , taxes for payment of and to pay any amount to any other party from any such tax levy shall be subordinate to, and may occur only after provision is made for, the levy of taxes for and the payment of any such expenditure or indebtedness, the , sale of issuance of bonds and the payment of principal or interest thereon. 8. INSURANCE ' The Commission shall provide or cause to be provided motor vehicle liability (other than ' that applicable to public transit vehicles), general public liability, and public officials liability insurance in amounts not less than $1,600,000, and workers' compensation insurance. The Commission shall also provide or cause to be provided insurance insuring against liability arising ' out of the ownership and operation of public transit vehicles in such amounts and on such terms as the Commission shall determine. The Commission may also provide insurance for fire, theft, motor vehicle collision insurance, and other insurance relating to any of its property, rights, or ' revenue, or any other risk or hazard arising from its activities. The Commission may provide for the insuring of its officers or employees against any other liability, risk, or hazard. 9. DURATION OF AGREEMENT This Agreement shall continue in force until January 1, 1988, and thereafter from year ' to year, subject to withdrawal by a party or termination by all parties. Withdrawal by any party shall be effected by serving written notice thereof upon the other parties no later than July I of the year at the end of which such withdrawal is to be effective. Withdrawal from the Agreement , by any party at the end of the calendar year shall not affect the obligation of any party to perform the Agreement for or during tLe period that the Agreement is in effect. Withdrawal of any party or termination of the Agreement by all parties shall not terminate or limit any liability, ' contingent, asserted or unasserted, of any party arising out of that party's participation in the Agreement. 10. DISTRIBUTION OF ASSETS , In the event of withdrawal of any party from this Agreement, all of the capital assets, real estate, liquid assets, prepaid expenses and cash utilized by the Commission or its designated management services, which the withdrawing party may have contributed to in proportionate share, shall be forfeited to the Commission. In the event of termination of this Agreement by t all parties, all of the capital assets, real estate, liquid assets, prepaid expenses, and cash which remain after payment of debts and obligations shall be distributed among the municipalities who 7 i . are parties to this Agreement immediately prior to its termination in accordance with the following formula subject to contractual obligations of the Commission. Each municipality shall receive that percentage of remaining assets determined by dividing the total amount which that municipality contributed to the Commission during the previous five years by the total amount contributed to the Commission over the previous five years by all the municipalities who are parries to this Agreement immediately prior to its termination. The amount of the distribution ' to any party pursuant to this Agreement shall be reduced by any amounts owed by the party to the Commission pursuant to paragraph 7(c) and shall be subject to the party's continuing liability pursuant to paragraph 9. ' 11. ARBITRATION If the parties are unable to agree upon any matter to be decided by the Commission, any party may submit such unresolved dispute for arbitration in accordance with the rules of commercial arbitration of the American .Arbitration Association, with the parties sharing the costs ' of such arbitration equally (other than each parties' own expenses incurred in presenting its position during the arbitration proceedings). In the event any dispute is submitted to arbitration, the parties agree to be bound by the results of the arbitration. 12. COOPERATION EFFORT ' Each of the parties agrees that it will cooperate fully and in a timely manner to take the actions necessary to facilitate and accomplish the foregoing provisions of this Agreement. ' 13. EFFECTIVE DATE This Agreement shall be in full force and effect from and after the date of passage and adoption by the governing body of each party. ' IN WITNESS WHEREOF, the undersigned Governmental Units, by action of their governing bodies, have caused this Agreement to be executed in accordance with the authority of Minnesota Statutes §471.59. 7 FIRST RESTATED JOINT POWERS AGREEMENT Approved by the City Council of Eden Prairie this day of 1994. CITY OF EDEN PRAIRIE By: Its By: Its E FIRST RESTATED JOINT POWERS AGREEMENT CITY OF CHANHASSEN By:, Its: Approved by the City Council of Chanhassen this day of , 1994. U FIRST RESTATED JOINT POWERS AGREEMENT CITY OF CHASKA By: Its By: 1— Approved by the City Council of Chaska this day of 1994. rfr\smtc\j ntpwrd. AGR