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