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1g. Southwest Transit Joint Powers Agreement TO: Todd Gerhardt, City Manager 9 FROM: Laurie Hokkanen, Assistant City Manager CITY OF 2012 18 July : uy , b`�" CHANHASSEN DATE: �� ` 7700 Market Boulevard SUBJ: Southwest Transit Joint Powers Agreement PO Box 147 Chanhassen, MN 55317 PROPOSED MOTION Administration Phone: 952.2271100 The City Council approves the Fourth Restated Joint Powers Agreement for Southwest Fax: 952.2271110 Transit. Building Inspections A majority vote is required for approval. Phone: 952.2271180 Fax: 952.2271190 BACKGROUND Engineering Southwest Transit has operated since 1986 under a Joint Powers Agreement between the Phone. 952.2271160 Cities of Eden Prairie, Chaska, and Chanhassen. Fax: 952.2271170 Finance Following a summary of the changes: Phone: 952.2271140 Fax: 952.2271110 • Creates Executive Committee Park & Recreation • Creates Bond Committee Phone: 952.2271120 Fax: 952.2271110 • Authorization for Commission to enter into employment agreements Recreation Center • Authorization to use lease - purchase finance agreements 2310 Coulter Boulevard Phone: 952.2271400 • Correct references to Minnesota State statutes to reflect changes in law Fax: 952.2271404 • Eliminate Liability Formula Planning & Natural Resources • Adding mediation to arbitration as dispute resolution option. Phone: 952.2271130 Fax: 952.2271110 The Southwest Transit Commission did review the Fourth Restated Joint Powers Public Works Agreement and voted to send the JPA to the Cities for approval. 7901 Park Place RECOMMENDATION Phone: 952.2271300 Fax: 952.2271310 Staff recommends approval of the Fourth Restated Joint Powers Agreement. Senior Center Phone: 952.2271125 ATTACHMENTS Fax: 952.2271110 Web Site 1. Fourth Restated Joint Powers Agreement www.ci.chanhassen.mn.us 2. Comparison of Fourth Restated JPA to Third Restated JPA Chanhassen is a Community for Life - Providing for Today and Planning for Tomorrow FOURTH RESTATED JOINT POWERS AGREEMENT THIS FOURTH RESTATED JOINT POWERS AGREEMENT, is made and entered into this day of , 2012, 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 Sections 471.59, 473.384, 473.388, and related statutes. WHEREAS, the Cities of Eden Prairie, Chaska, and Chanhassen completed a Project Study under the Metropolitan Transit Service Demonstration Program, which was established by the Minnesota Legislature under Minnesota Statutes Section 174 ,265 (1982) (repealed by Laws of Minnesota 1984, Chapter 654, Article 3, Section 153); and WHEREAS, the purpose of the Project 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, the Replacement Service Program Was established by the Minnesota Legislature in 1984 to continue the Metropolitan Transit Serves Demonstration Program, under Minnesota Statutes Section 473.388; and WHEREAS, the Minnesota Legislature has authorized and appropriated funding for the Replacement Service Program by means of the Minnesota Vehicle Sales Tax and the Metropolitan Area Transit Account, under Minnesota Statutes Sections 16A.88, 297B.09, 473.388, and related statutes; and WHEREAS, each of the patties hereto entered into a Joint Powers Agreement, dated July 21, 1986, which Joint Powers Agreement has since been restated in 1994, 1996, and 2005; and WHEREAS, each of the parties hereto desires to enter into this Fourth Restated Joint Powers Agreement and has, through, the actions of its respective governing bodies, been duly authorize.::tt enter into this Fourth Restated Joint Powers Agreement for the purposes hereinafter stated. 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, Chanhassen, and Chaska, through their respective City Councils, that: 1. NAME. The Parties hereto hereby create and establish SouthWest Transit. 2. PURPOSE. The purpose of this Agreement and SouthWest Transit is to (i) 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 Sections 16A.88, 471.59, 473.384, and 473.388. '3. DEFINITIONS. (a) "Commission" means the organization created by this Agreement, the full name of which is SouthWest Transit. (b) "Board" means the Board of Commissioners of SouthWest Transit. (c) "Council" means the governing body of a Party to this Agreement. (d) "Party" means any municipality which has entered into this Agreement. (e) "Metropolitan Council" is the regional entity :established by Minnesota Statutes Section 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' ` „COMMISSIONERS. r(.) Except as otherwise provided under Section 7 hereof, 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 etmissioner will be appointed by the Board as described below. Class 1, 2, and 3 Otrimissioners must reside in the City they are appointed to represent. The Class 4 Commissioner shall reside or maintain a principal place of business in one of the Cities which is a Party to this Agreement. (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 every three years thereafter. 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 1 through 3 by draw, provided that no two commissioners appointed by a Party shall be members of the same class. 2 At all times 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. As of January 1, 2000 the Class 4 commissioner shall be appointed by the Board. Thereafter the term of the Class 4 commissioner shall expire on December 31, 2003, and every three years thereafter. No Class 4 commissioner shall serve more than two consecutive terms. 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 removed by the Party appointing the commissioner, or in the case of the Class 4 commissioner by the Board, with or without cause. (d) The commissioners may receive such compensation as is authorized and established by the Board. (e) A majority of the members of the Board shalt constitute a quorum of the Board. Attendance-4a 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 majorty_of the quorum unless hereinafter specified otherwise. (f) At the organita Tonal Meeting or as soon thereafter as it may be reasonably done, the Board may`adppt rules and regulations governing its meetings. Such rules and regulations may be mended from time to time at either a regular or special meeting of #he Board provided that at least ten (10) days prior thereto, notice of the proposed amendment has been furnished to each member of the Board. A majority vote otall eligible votes of the then existing members of the Board shall bp required to adopt any proposed amendment to such rules and regulations. (g) At theorganzational 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. (h) Each Party may appoint, from time to time, one alternate commissioner, who shall be a City Council member, inclusive of the Mayor, currently serving in office. In the event a commissioner appointed by a Party is absent from a meeting of the 3 Board, that Party's alternate commissioner may serve as a commissioner for the meeting. 6. EXECUTIVE COMMITTEE. (a) There is hereby established the Executive Committee of the Board of Commissioners of SouthWest Transit ( "Executive Committee "). The Executive Committee shall consist of three commissioners appointed by the Board from time to time. (b) The Board may remove a member of the Executive Committee with or without cause. A member of the Executive Committee who ceases to be a commissioner for any reason shall also cease to be a member of the Executive Committee. In the event of a vacancy on the Executive Committee, the Board shall appoint a commissioner to serve the remainder of the term created by the vacancy. (c) The Executive Committee shall have authority to act for and on behalf of the Board between meetings of the Board. All actions of the Executive Committee shall have full force of actions of the Board. (d) A majority of the members of the Executive Committee appointed by the Board pursuant to Section 6(a) hereof shall constitute a quorum of the Executive Committee. Attendance by a quorum of the Executive Committee shall be necessary for conducting a meeting of the Executive Committee. (e) Any commissioner, not appointed as a member of the Executive Committee pursuant to Section, 6(a) hereof and who attends a meeting of the Executive Committee shall be considered a member of the Executive Committee for that meeting, with full rights threof, including without limitation the right to vote on matters before the Executive Committee. {f} The Board shall appoi tae chairperson of the Executive Committee. (g) Notices of meetings of the Executive Committee shall be provided to all members of the Board. (h) The Executive Committee shall report its activities and decisions to the Board at the next regularly scheduled meeting of the Board. 7. BOND BOARD. (a) There is hereby established the SouthWest Transit Bond Board ( "Bond Board "). The Bond Board shall consist of three (3) members, each of whom is commissioner of the Board and a member of the respective Party's Council. Each Party shall designate which qualifying individual shall serve on the Bond Board. 4 The term of office of each member of the Bond Board shall be the same as the member's term on the Board, as described in Section 5(b). (b) In the event the member of the Bond Board appointed by a Party is absent from a meeting of the Bond Board, and if the Party has appointed an alternate commissioner pursuant to Section 5(h), the Party's alternate commissioner may serve as a member of the Bond Board for the meeting. (c) The Bond Board may issue bonds or obligations on behalf of the Parties, under any law by which any Party may independently issue bonds or obligations, and may use the proceeds of the bonds or obligations to carry out the purposes of the law under which the bonds or obligations are issued; provided that such bonds or obligations shall be issued only to carry out the powers and duties of the Commission described in Section 8 hereof. (d) The Bond Board may issue bonds and obligations only in accordance with express authority granted by the action of the governing bodies of all Parties, which bodies must unanimously ratify the Bond Board decision to issue bonds and obligations. The Commission may not pledge the full faith and credit or taxing power of any Party to any bonds or obligations issued by the Bond Board. The bonds or obligations must be issued in the same manner and subject to the same conditions and limitations' that would apply if the bonds or obligations were incurred by one of the Parties, provided that any reference to a governmental unit in the statute, law, or charter -provision authorizing issuance of the bonds or obligations is considered a reference to the Bond Board. (e) The Bond Board shall have exclusive authority to approve any bonds or obligations of the Commission. (f) A member of the Bond Boa may be removed by the Party appointing that member with or without cause; provided that if a member is removed from the Bond Board, that member shall also be deemed removed from the Board; and if a member is removed fro m the Board, that person shall be deemed removed from the Bond Board. (g) The members of the Bond Board may receive such compensation as is authorized and established by the Bond Board. (h) A majority of the members of the Bond Board shall constitute a quorum of the Bond Board. Attendance by a quorum of the Bond Board shall be necessary for conducting a meeting of the Bond Board. The Bond Board may take action at a meeting upon an affirmative vote of a majority of the quorum unless hereinafter specified otherwise. (i) At the organizational meeting or as soon thereafter as it may be reasonably done, the Bond Board may adopt rules and regulations governing its meetings. Except 5 as necessary, such rules and regulations shall be identical to the rules and regulations adopted by the Board under Section 5(0. Such rules and regulations may be amended from time to time at either a regular or special meeting of the Bond Board provided that at least ten (10) days prior thereto, notice of the proposed amendment has been furnished to each member of the Bond Board. A majority vote of all eligible votes of the then existing members of the Bond Board shall be required to adopt any proposed amendment to such rules and regulations. (j) At the organizational meeting of the Bond Board, and in January of each year thereafter, the Bond Board shall elect a chairperson, a vice chairperson, a secretary- 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 Bond Board. (k) Notices of meetings of the Bond Board shall be provided to all members of the Bond Board and to all members of the Board. (Z) Members of the Board who are not members of the Bond Board shall have the right to attend meetings of the Bond Board. Nothing in this Section 7(l) shall be construed to vest in anyone, other than a person duly designated pursuant to Section 7(a) or Section 7(b), the right to vote as a member of the Bond Board. (m) The Bond Board shall report its activities and decisions to the Board at the next regularly scheduled meeting of the Board. 8. POWERS AND DUTIES OF THE COMMISSION. (a) The Commission has the powers and duties to establish a program pursuant to Minnesota Statutes Section; 473384 and/or Minnesota Statutes Section 473.388 in order to (i) pro Ode public transit service; and (ii) contract to provide transit and transit planning spices 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, real or personal 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. The Commission has authority to issue obligations in accordance with Minnesota Statutes Chapter 475. 6 (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 a Chief Executive Officer /General Manager, whose duties shall be to have general management authority over administration of all of the business and affairs of the Commission, including, but not limited to: administration of the transit system or systems provided by the Commission; contracts for transportation service; marketing and promotion of such services, as well as recommendations for changes or additions to the transportation services provided; day -to -day operations of the Commission; administration of all personnel matters including hiring, discipline and termination; attendance at all Commission meetings; preparation and submission to the Board of the annual budget; and provision of advice to the Board as to the financial condition and needs of the Commission. The Chief Executive Officer /General Manager shall perform such other duties and functions as may be required from time to time by the Board. The Chief Executive Officer /General Manager shall sign and execute such contracts, agreements, and other documents and instruments made by or on behalf of and approved by the Commission. The Chief Executive Officer /General Manager shall be an employee of the Commission. Compensation of the Chief Executive Officer /General Manager shall be established by the Board. (f) The Commission may enter into employment contracts with other personnel and may provide for compensation, insurance, benefits, and other terms and conditions that it deems necessary. (g) 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 tltthe Commission deems proper. (b) The Commission may sue or be sued. (i) 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 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. (j) The Commission shall provide any Party with data and information requested by the Party in accordance with law. The Commission shall prepare such reports, either financial or management, as required by the Metropolitan Council or other governmental units. (k) 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 the Parties at 7 least once each year, which report shall contain such information as good accounting practices require and such further information as required by the Metropolitan Council or other governmental units. (1) 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. (m) The Commission may contract to purchase services from any one of the Parties. (n) The Commission may finance the acquisition of arty real or personal property under a lease - purchase agreement pursuant to Minnesota Statutes Section 465.71, including without limitation through issuance of certificates of participation in such lease (together, a "Financing Lease ); and each Party hereby expressly approves and authorizes any Financing Lease entered into by the Commission on behalf of the Parties. 9. 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 management services. (b ) Budget. The Commission shall have a fiscal year beginning January 1 and ending December 31. The Chief Executive Officer /General Manager 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 Sections 16A.88, 297B.09, 473.384, 473.388, and 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 Limited. A Party's liability by virtue of being a member of the Commission under this Agreement shall be limited to the extent that it shall not 8 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 prescribed by law or to do any other thing in violation of Minnesota Statutes Section 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, person, or entity 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. (d) Indemnification Limitation. The liability of each Party for the acts or omission of another Party is governed by Minnesota Statutes Section 471.59, Subdivision la. Pursuant to Minnesota Statutes Section 471.5.9, Subdivision l a, no Party to this Agreement is liable for the acts or omissiotsof another Party, unless a Party has agreed in writing to be responsible for the acts er omissions of another Party. This Agreement does not constitute an agreement to be responsible for the acts or omissions of another Party. 10. 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 such amount r wnd on such terms as the Commission shall determine, 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 suclterms as the Commission shall determine. The Commission may also provide insurance for fire; $ft, motor vehicle collision insurance, and other insurance relating to any of its property, rights, 6frevenue, or any other risk or hazard arising from its activities. The Commission may provide fo the insuring of its officers or employees against any other liability, risk, or hazard. 11. DURATION OF AMEEMENT. This Agreement shall continue in force 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 1 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 the 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. 9 12. 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 contractor, 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 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 are parties to this Agreement immediately prior to its termination in accordance with the following formula: Each Party shall receive that percentage of remaining assets determined by dividing the total amount the receiving Party contributed to the Commission by the total amount contributed by all the Parties that are parties 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 and shall be subject to the Party's continuing liability pursuant to Section 11 hereof. 13. DISPUTE RESOLUTION. If the Parties are unable to agree upon any matter to be decided by the Commission, any Party may submit such unresolved dispute for mediation. If the dispute is not resolved by mediation, any Party may then submit the dispute for arbitration. Any mediation or arbitration shall be conducted in accordance with the commercial arbitration rules and mediation procedures of the American Arbitration Association. The Parties shall share the costs of such mediation or arbitration equally, other than each Party's Own expenses - incurred in presenting its position during the mediation or arbitration proceedings. In the event any dispute is submitted to arbitration, the Parties agree to be bound by the results of the arbitration. 14. 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 acetfplish the foregoing provisions of this Agreement. 15. 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 Section 471.59. [SIGNATURE PAGES FOLLOW] 10 FOURTH RESTATED JOINT POWERS AGREEMENT CITY OF CHASKA By Its By Its Approved by the City Council of Chaska this day of , 2012. 11 FOURTH RESTATED JOINT POWERS AGREEMENT CITY OF CHANHASSEN By Its By Its Approved by the City Council of Chanhassen this day of , 2012. 12 FOURTH RESTATED JOINT POWERS AGREEMENT CITY OF EDEN PRAIRIE By Its By Its Approved by the City Council of Eden Prairie this day of , 2012. 13 THIRDFOURTH RESTATED JOINT POWERS AGREEMENT THIS THIRDFOURTH RESTATED JOINT POWERS AGREEMENT, is made and entered into this day of , 2-O052012, 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 § 171.265, Minnesota Statutes §Sections 471.59, 473.384, 473.388, andior Minnesota Statutes § 471.59 related statutes. WHEREAS, the Cities of Eden Prairie, Chaska. and C .44 have completed a Project Study under the Metropolitan Transit Service Demo t .tion Program. which was established in 1082 by the Minnesota Legislature under Mi - o . —hates *Section 174.265= (1982) (repealed by Laws of Minnesota 1984, Chapter 654, cle 3, ,_ee 'an 153); and WHEREAS, the purpose of this studythe Pr t St dy was to t--, = - efficiency and effectiveness of alternative methods of providing i; ', - ub Lc transit servic: "fa c. munities that are within the metropolitan transit taxing!' s its, but tN, are not adequ. • r served by existing regular route transit; and WHEREAS, the Replacement , .vice Program as ,established by the Minnesota Legislature in 1984 to continue the Metr-pah Transit Servt.- ' - moistration Program. under Minnesota Statutes Section 473.388; and WHEREAS. the Minnesota Le islatu t. . ", :iti t...'z- •; . d a..ro.riated fundin_ for the Re lacement Service P,a• Vehicle Sales Tax and the Metropolitan Area T-.. Ac =(taut. under tnesota Statutes Sections 16A.88. 297B.09. 473.388 and relate_.:.- ... -s and WHER s each s •. ''.. Iv _ 4 - - ntered into a Joint Powers Agreement—and - - - - .- -- -. d :-+ . my 21. ':-,=, which Joint Powers Agreement has since been restated ' a 994, 199 , . = 005; : . i , IP ' EAS, each ■ le pa , hereto desires to enter into this ThirdFourth Restated Joint Powe •,. reement ano t.s, through the actions of its respective governing bodies, been duly authoriz:• ,. enter i _to this ThirdFourth Restated Joint Powers Agreement for the purposedpurpose: =, ; - inaft- .tated; and WHEREAS, s 1; local transit tax lcvw• will Fepl -aec a similar transit tax which would otherwise be made by " e Metropolitan Council. 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, Chaska, and Chanhassen, and Chaska, through their respective City Councils, that: -- -- , Formatted: Indent: First line: 0.5' 1. NAME. The Parties hereto hereby create and establish South West Transit. 2 2. PURPOSE. The purpose of this Agreement and SouthWest Transit is to (i) 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 *Sections 16A.88, 471.59. 473.384, and /or- Minnesota Statt +tes4 473.388-and ÷47-1-59. 4' -1-59. 3 3. DEFINITIONS. [a) '`Commission" means the organization created by this Agreement, the full name of which is SouthWest Transit. fb) "Board" means the Board of Commissioners of SouthWest Transit. je) "Council" means the governing body of a partyParty to this Agreement. (d) "Adv}sor;, ittee= is-a -e. • _ er-et =thief - . h party, or his or her designee, which . • . body -to- the- Boaard: e) "Party" means any municipality which has entered into this Agreement. #fe) "Metropolitan Council" is the regional entity established by Minnesota Statutes *Section 473.123. 4. PARTIES. The municipalities \vhich 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. fa) The-Except as otherwise provided under Section 7 hereof, the governing body of the Commission shall be its Board which will consist of seven commissioners. Each patty -Parr shall appoint two commissioners ( "original commissioners ") and a seventh commissioner will be appointed by the parties -on a rotat-irtg4)asi-sBoard 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 one of the Cities which is a Party to this Agreement. (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 the-each commissioner in Class 2 shall expire on December 31, 1988, and every three years thereafter. 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 1 through 3 by draw, provided that no two commissioners appointed by a party -Party shall be members of the same class. At all times 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 4 beginning January 1, 1988. As of January 1, 2000 the Class 4 commissioner shall be appointed by the Board - . • • - Thereafter the term of the Class 4 commissioner shall expire on December 31, 2003. and every three years thereafter. No Class 4 commissioner shall serve more than two consecutive terms. The successor of each of the commissioners shall be appointed to the same class as the successor's predecessor. One commissioner appointed by each pat=ty -Party must include a City Council member, inclusive of the Mayor, currently serving in office. A commissioner who is a council Council member of a p wtyPartv 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 pa -yParty, and (b) no other eeunelCouncil member of the appointing payParty is then a Class 1, 2 or 3 commissioner. In such event, a eeuneilCouncil member of the appointing partyParty_ shall be appointed by the appointing paftyParty to serve the remainder of the term created by the vacancy. (c) A commissioner may be removed by the partyParty appointing him /herthe commissioner. or in the case of the Class 4 commissioner by the Board. with or without cause. (d) The commissioners may receive such compensation as is authorized and established by the Board . - • • - - . (e) A majority of the members of the Baardshall 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 suon 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 (10) 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. (h) Each Party may appoint. from time to time. one alternate commissioner. who shall be a City Council member, inclusive of the Mayor, currently serving in office. In the event a commissioner appointed by a Part\ is absent from a meeting of the Board. that Partv's alternate commissioner may serve as a commissioner for the meeting. 5 6. EXECUT COMMITTEE. (a) There is hereby established the Executive Committee of the Board of Commissioners of SouthWest Transit ( "Executive Committee"'). The Executive Committee shall consist of three commissioners appointed by the Board from time to time. (b) The Board may remove a member of the Executive Committee with or without cause. A member of the Executive Committee who eeases to he a commissioner for any reason shall also cease to be a member of, the Executive Committee. In the event of a vacancy on the Executive Committee, the Board shall appoint a commissioner to serve the remainder of the term created by the vacancy. (c) The Executive Committee shall have authority to act for and on behalf of the Board between meetings of the Board. All actions of the Executive Committee shall have full force of actions of the Board. (d) A majority of the members of the Executive Committee appointed by the Board pursuant to Section 6(a) hereof shall constlltute a quorum of the Executive Committee. Attendance by a .quorum of the Executive Committee shall be necessary for conducting a rneeting.of the Executive Committee. (e) Any commissioner not appointed as a member of the Executive Committee pursuant to "Section 6(a) hereof and who attends a meeting of the Executive Committee shall he considered a .member of the Executive Committee for that meeting: with full rights thereof', including without limitation the right to vote on matters befi re,the l.`xecutive Committee. (f) The Board shall appoint a chairperson of the Executive Committee. (g) Notices of Meetings of the - Executive Committee shall be provided to all members of the Board: (h) The Executive: Committee shall report its activities and decisions to the Board at the next regularly scheduled meeting of the Board. 7. BOND BOARD. (a) There is hereby established the SouthWest Transit Bond Board (' Board''). The Bond Board shall consist of three (3) members. each of whom is commissioner of the Board and a member of the respective Party's Council. Each Party shalt designate which qualifying individual shall serve on the Bond Board. "1'he term of office of each member of the Bond Board shall be the same as the member's term on the Board. as described in Section 5(b). 6 (b) In the in, ent the member of the Bond Board appointed by a Party is absent from a meeting of the Bond Board, and if the Party has appointed an alternate commissioner pursuant to Section 51h). the Party•s alternate commissioner may serve as a member of the Bond Board fbr the meeting. (c) The Bond Board may issue bonds or obligations on behalf of the Parties. under any law by which any Party may independently issue bonds or obligations. and may use the proceeds of the bonds or obligations to carry out the purposes of the lave under which the bonds or obligations are issued: provided that such bonds or obligations shall be issued only to cam out the sowers and duties of the Commission described in Section 8 hereof. (_I __I'hei Bond Board may issue bonds and obligations only in accordance with express authority granted by the action of the governing bodies of all Parties, which bodies must unanimously ratify the Bond Board decision to issue bonds and oblLations. The Commission may not led e the full faith arid credit or taxin• power of anyYParty to any bonds or obligations issued by the Bond Board. The bonds or obligations must be issued in the same manner and subject to the same conditions and limitations that would apply if the bonds or obligations were incurred by one of the Parties. provided that any reference to a governmental unit in the statute, law. or chart` provision authorizing issuance of the bonds or obligations is considered a reference to the Bond Board. (e) The Bond Board shall have exclusive authority to approve any bonds or obligations of the Commission. (t) A member of the Bond Board may be removed by the Party appointing that member with or without cause; provided that if a member is removed from the Bond Board, thatmerrber°slrall al s be deemed removed from the Board and if a member is removed from the -Board, that person shall be deemed removed from the Bond Board. (g} The members of the Bond Board may receive such compensation as is authorized and establishedby the Bond Board. (h) A majority of the members of the Bond Board shall constitute a quorum of the Bond Board. Attendance by a quorum of the Bond Board shall be necessary for conducting a meeting of the Bond Board. The Bond Board may take action at a meeting upon an affirmative vote of a majority of the quorum unless hereinafter specified otherwise. (i) At the organizational meeting or as soon thereafter as it may be reasonably done. the Bond Board may adopt rules and regulations governing its meetings. Except as necessary, such rules and regulations shall he identical to the rules and regulations adopted by the Board under Section 5(f). Such rules and regulations may be amended from time to time at either a regular or special meeting of the 7 Bond Board provided that at least ten (10) days prior thereto. notice of the proposed amendment has been furnished to each member of the Bond Board. A majority vote of all eligible votes of the then existing members of the Bond Board shall be required to adopt any proposed amendment to such rules and regulations. (j) At the organizational meeting of the Bond Board, and in January of each near thereafter. the Bond Board shall elect a chairperson, a vice chairperson, a secretarv- 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 Bond Board. (k) Notices of meetings of the Bond Board shall he provided to all members of the Bond Board and to all members of the Board. (1) Members of the Board who are not members of the Bond Board shall have the right to attend meetings of the Bond Board. Nothing, in this Section 7(1) shall be construed to vest in anvone, other Than a person duly designated- pursuant to Section 7(a) or Section 7(b). the right to vote as a member of the Bond Board. (m) The Bond Board shall report its activities and decisions to the Board at the next regularly scheduled meetin .of'the Board. 8. POWERS AND DUTIES OF THE COMMISSION. (a) € era4 —The Commission has the powers and duties to establish a program pursuant to Minrtota Statutes *Section 473.384 and /or Minnesota Statutes *Section- 473.388 in:order to (i) proyide public transit service; and (ii) to-contract to provide transit a d transit planning services to entities as approved by the Commission. The nonnnisaionCormission shall have all powers necessary to discharge its duties. 'Lb) The Commission may acquire, own, hold, use, improve, operate, maintain, lease, exchange, transfer, sett, or otherwise dispose of equipment. real or personal 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 par ie nd4o -i plement h•e- previsions-o-f- the - plan - and- pr -egram .Parties. The Commission has authority to issue obligations in accordance w- ithwith Minnesota Statutes Chapter 475. (d) The Commission may establish bank accounts, both savings and checking, as the Board shall from time to time determine. 8 te) The Commission may • . - - - - • - - . may provide for compensation, ins.: . . - - - - - • •- - employ a Chief Executive Officer /General Manager. whose duties shall be to have general management authority over administration of all of the business and affairs of the Commission. including. but not limited to: administration of the transit system or systems provided by the Commission, contracts for transportation service; marketing and promotion of such services, as well as recommendations -for changes or additions to the transportation services provided; day - -to -_day operations of Southwestthe Commission; administration of all personnel matters including hiring. discipline and termination; attendance &fat all Commission meetings; prepaeepreparation and suhmi- tsubmission to the Conm•issienf3oaard of the annual budget; and provideprovision of advice to the Gom, is e Board as to the financial condition and needs of Southwest.the Commission. The Chief Executive Officer /General Manager shall perform such other duties and functions as may be required from time to time by the Board. The Chief Executive Officer /General Manager shall sign and execute such contracts, agreements, and other documents and instruments made by or on behalf of and approved by the Commission. f} The Chief Executive Officer /General Manager shall be an employee of the Commission. Compensation of the Chief Executive Officer /General Manager shall be established by the Board. (f) The Commission may enter into employment contracts with other personnel and may provide for .compensation, insurance. benefits. and other terms and conditions that it deans necessary. (g) 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. 01) The Commission may sue or be sued. Li) 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 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. ti) The Commission shall provide any partyParty with data and information requested by the partyParty in accordance with law. The Commission shall. in the devel • , ; . • : nd implementation thereof prepare such reports. 9 either financial or management, as required by the Metropolitan Council or other governmental units. (k) 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 Member; -the Parties at least once each year, which report shall contain such information as good accounting practices require and such further information as required by the Metropolitan Council or other governmental units. (1) The Commission shall maintain books, reports, and records of its business and affairs which shall be available for anand open to inspection by the partiesParties at all reasonable times. Lm) The Commission may contract to purchase services from any one of the particsParties. agreement to purchase real estate for use as Paris and Ride lots, provided that the *.(n) The • Commission may finance the acquisition of any . real or person_ al property under a lease - purchase agreement pursuant to Minnesota Statutes Section 465.71, including without limitation throuto issuance of certificates of p art ici.ation in such lease together. a "Financing Lease "); and each Party hereby expressly approves and authorizes any Financing Lease entered into by the Commission on behalf of the Parties. 79. OPERATING COSTS,B:U17GE` , AND FINANCIAL LIABILITY. La) Operating Costs. _Operating costs shall include all non - capital costs for the maintenance and operation of- - Lormatted: Indent: Hanging: 0.5" 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 management services. - j Formatted: Indent: Left: 0.5 ", Hanging: 0_5" (b) Budget. 10 The Commission shall have a fiscal year beginning January 1 and ending December 31.- f Formatted_ Indent: Hanging_ 0.5; The Chief Executive Officer /General Manager 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 *Sections 16A.88, 297B.09, 473.384, -. - : = 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 trtonthly 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 par-tyPart- a computation of said adjustment. [Formatted: Indent: Left: 0.5 ", Hanging: 0.5' } (c) Financial Liability: .. in aeesrci - . malt i. LiabiIitrFotwela: Tha following vari:: . . • party's Limited. A Party's.liability (market value and households are estimates): _4greernent; 1l{ - . _ e - Percentage liability of individual city as party to Agreement. l e - .5( Ve i -(14 )3 ii.) Illustration. 11 G1anhasscn Ve – $2.668,913x0-00 44, – 8.583 # – 66,085 be – ': • �� �� — = — 35 ) +.5(,1-29) – 0.168 + 0.065 – 0.233 Chaska e • – $1.780,659,500 - $7,969,572,600 • – 7.500 #1, - 66,085 b – . . "(.113) – 0.112 +0.057 0.161 1;6. Idcn Prairie Ve 7 - $3-,500047,000 Vt - $7,969,572.600 #fi – 50.000 .5(3500000000 /7969572600) +.5(50000/66085) - .5(.139) + .5(.757) – 0.220 + 0.379 – 0.599 59.9% 12 payment -E ' • ., }s. To-the-extern-that each party is financially - - - - - -s to indemnify any other party-w-ieT —v- reason assumes payment-of-its-debts in conneetin—wit r - . ' • -by virtue of being a member of the Commission d) Financial Liabilit Limited- ( Formatted: Indent: Hanging: 0.5 party s-- liability under this eontraetAgreement 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 prescribed by law or to do any other thing in violation of Minnesota Statutes *Section 275.27 or any other lacy which shall cause this Agreement to be null and void. Nothing contained in this Agreement shall preclude any partyParty 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 partysParty's obligation to levy taxes for payment of and to pay any amount to any other partyParty. person. or entity 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. ef) Indemnification L The liability of each Party for the acts or omission of another Party is governed by-- - f Formatted: Indent_ Hanging: 0.5" 3 Minnesota Statutes Section 471.59, Subdivision la. Pursuant to Minnesota Statutes Section 471.59, Subdivision la, no Party to this Agreement is liable for the acts or omissions of another Party, unless a Party has agreed in writing to be responsible for the acts or omissions of another Party. This Agreement does not constitute an agreement to be responsible for the acts or omissions of another Party. 10. 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 such amounts and on such terms as the Commission shall determine, 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 13 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. 911. DURATION OF AGREEMENT. This Agreement shall continue in force from year to year, subject to withdrawal by a partyParty or termination by all parties.Parties. Withdrawal by any ipartyParty shall be effected by serving written notice thereof upon the other parties- Parties no later than July 1 of the year at the end of which such withdrawal is to be effective. Withdrawal from the Agreement by any partyParty at the end of the calendar year shall not affect the obligation of any partyParty to perform the Agreement for or during the period that the Agreement is in effect. Withdrawal of any paf:yParty or termination of the Agreement by all - parties-Parties shall not terminate or limit any liability, contingent, asserted or unasserted,. of any partyPart' arising out of that party'sPartv's participation in the Agreement. 4 -812. DISTRIBUTION OF ASSETS. In the event of withdrawal of any partyParty 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 contractor, which the withdrawing panyParty may have contributed to in proportionate share, shall be forfeited to the Commission. In the event of termination of this Agreementby all partiesParties, 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 are parties to this Agreement immediately prior to its termination in accordance With the foflowing formula -set for in paragraph --7 (e -) supra.: Each Party shall receive that percentage of Tema rting assets determined by dividing the total amount the receiving Party contributed to the..Commission by the total amount contributed by all the Parties that are parties to this Agreement immediately prior to its termination. The amount of the distribution to any party-Party pursuant to this Agreement shall be reduced by any amounts owed by the partyParty to the Commission -. , . - - . - and shall be subject to the party'sPartv's- continuing liability pursuant to paragraph- 9Section I I hereof. 1 I. ARBITRATIONI3. DISPUTE RESOLUTION. If the partiesParties are unable to agree upon any matter to be decided by the Commission, any partyParty may submit such unresolved dispute for mediation. If the dispute is not resolved by mediation, any Party may then submit the dispute for arbitration. Any mediation or arbitration shall be conducted in accordance with the r les -of= commercial arbitration rules and mediation procedures of the American Arbitration Association. - -- The Parties shall share the costs of such mediation or arbitration equally - {other than each partie&Party's own expenses incurred in presenting its position during the mediation or arbitration proceedings:). In the event any dispute is submitted to arbitration. the paetiesParties agree to be bound by the results of the arbitration. 14 4214 COOPERATION EFFORT Each of the pa+tie-sParties 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. 415. 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 patyParty. IN WITNESS WHEREOF, the undersigned Go-1 rrr ntal -Unitesgovernmental units. by action of their governing bodies, have caused this Agreement to be executed in accordance with the authority of Minnesota Statutes §-Section 471.59. 15 THIRD [SIGNATURE PAGES FOLLOW( 16 FOURTH RESTATED JOINT POWERS AGREEMENT CITY OF CHASKA By Its By Its Approved by the City Council of Chaska this day of 204520 12. 17 T1 RESTATED JOINT POWERS AGREEMENT CITY OF CHANHASSEN By Its By Its Approved by the City Council of Chanhassen this day of 2O 2012. 18 THI DFOURTH RESTATED JOINT POWERS AGREEMENT CITY OF EDEN PRAIRIE By Its -- -- — —Mayen By ItGity Managr Its Approved by the City Council of Eden Prairie this 7-th day of June; , 2085 , 2012 1 Formatted: Justified J 19