A. Southwest Transit Joint Powers Agreement0
CITY OF
CHANHASSEN
7700 Market Boulevard
PO Box 147
Chanhassen, MN 55317
Administration
Phone: 952.227.1100
Fax: 952.227.1110
Building Inspections
Phone: 952.227.1180
Fax: 952.227.1190
Engineering
Phone: 952.227.1160
Fax: 952.227.1170
Finance
Phone: 952.227.1140
Fax: 952.227.1110
Park & Recreation
Phone: 952.227.1120
Fax: 952.227.1110
Recreation Center
2310 Coulter Boulevard
Phone: 952.227.1400
Fax: 952.227.1404
Planning &
Natural Resources
Phone: 952.227.1130
Fax: 952.227.1110
Public Works
7901 Park Place
Phone: 952.227.1300
Fax: 952.227.1310
Senior Center
Phone: 952.227.1125
Fax: 952.227.1110
Web Site
www.ci.chanhassen.mn.us
TO: Todd Gerhardt, City Manager
FROM: Laurie Hokkanen, Assistant City Manager
DATE: August 8, 2012
0�,�
SUBJ: Southwest Transit Joint Powers Agreement
PROPOSED MOTION
The City Council approves the Fourth Restated Joint Powers Agreement for Southwest
Transit.
A majority vote is required for approval.
BACKGROUND
Southwest Transit has operated since 1986 under a Joint Powers Agreement between the
Cities of Eden Prairie, Chaska, and Chanhassen.
Following a summary of the changes:
• Creates Executive Committee
• Creates Bond Committee
• Clarification on authorization to use lease - purchase finance agreements.
Commission has used this financing mechanism in the past.
• Correct references to Minnesota State statutes to reflect changes in law
• Eliminate Liability Formula
• Mediation is added in addition to arbitration as a dispute resolution option
The Southwest Transit Commission did review the Fourth Restated Joint Powers
Agreement and voted to send the JPA to the Cities for approval. Dave Jacobson,
Operational Manager and Attorney Richard Rosow will be present to answer any
questions the council may have.
RECOMMENDATION
Staff recommends approval of the Fourth Restated Joint Powers Agreement.
ATTACHMENTS
1. Fourth Restated Joint Powers Agreement
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 �viich was established by
the Minnesota Legislature under Minnesota Statutes Section 174,4-5 (1982) (repealed by Laws
�v:..
of Minnesota 1984, Chapter 654, Article 3, Section 153); and &>
WHEREAS, the purpose of the Project Study wtes the effiey and effectiveness
of alternative methods of providing public transit sqohibe fog communities t are within the
metropolitan transit taxing district, but that are n%adequately served by exi regular route
:
transit; and
WHEREAS, the Replacement Service Program; "as established by the Minnesota
Legislature in 1984 to continue the Mettopolitan Transit Se • " Demonstration Program, under
Minnesota Statutes Section 473.388; and y sue"
WHEREAS, the Minnesota Legislat4re has ed and appropriated funding for the
Replacement Service Program by means t 'f 1VT Vehicle Sales Tax and the
Metropolitan Area TranW� ;a unt, under " . esota S utes Sections 16A.88, 29713.09,
473.388, and related s tes; ari&
WHEREAS tie p s hereto enter "into a Joint Powers Agreement, dated July
21, 1986, (whh int Powe1 e a a. a been restated in 1994, 1996, and 2005; and
, '&w"f the 7*a 'reto desires to enter into this Fourth Restated Joint
Pow and h throctions of its respective governing bodies, been duly
authoriy into thistrt Joint Powers Agre ement for the purposes hereinafter
stated.
NOWT FOR E IT RESOLVED, in consideration of the mutual covenants and
agreements contain h, it is hereby agreed by and between the Cities of Eden Prairie,
Chanhassen, and Chas; 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 lv
(a) "Commission" means the organization created by ,Ws Agreement, the full name
of which is SouthWest Transit. P � ` °% P
(b) "Board" means the Board of Commissioi j . :of § outhWest Transit.
(c) "Council" means the governing bod s a Party.jo this Agreem6 `
(d) "Party" means any municipality which tee "into this Agreement.
(e) "Metropolitan Council" is the regional entiiy:4�ablished by Minnesota Statutes
Section 473.123.M" ,
4. PARTIES f =
VA
The municipal ti are origin parties to is Agreement are Eden Prairie,
Chanhassen, and Chas : °No ch in gove A anyy boundaries, structure, organizational status
or character shall the eliWlity of listed above to be represented on the
Commission so long ass s a separate political subdivision.
5. BOAAt IhW.MMl ERS. E�
Except as " % e p ed under Section 7 hereof, the governing body of the
. CommissioriN " 11 be i 'Board which will consist of seven commissioners. Each
arty shall apnt tw
' o commissioners ( "original commissioners ") and a seventh
issionerUll be appointed b the Board as described below. Class 1, 2, and
pp Y
3 issio "rs must reside in the City they are appointed to represent. The
Clas m , , - issioner shall reside or maintain a principal place of business in one
of the s 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
(c)
(d)
(e)
(f)
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 *, �is'=iL ; Council member of a
Party shall cease to be a commissioner, evea,: if the term for which the
commissioner was appointed has not expired, if - mmissioner ceases to be
a member of the Council of the appointing ;:Party, "(b) no other Council
member of the appointing Party is then a,,' s 1 or anmissioner. In such
N T
event, a Council member of the app#hhting "Party shall pointed by the
appointing Party to serve the remainder of the term created by t " y.
A commissioner may be removed by tli ty pp ohhting the com6issioner, or in
the case of the Class 4 commissioner by th6ard, with or without cause.
The commissioners mayve such comption as is authorized and
established by the Board.
t,
of the d. Th
a m ' f the
4
A majority of the members of the liar institute a quorum of the Board.
Attendance', . Attendancw&i rum of the Ord shall bg iecessary for conducting a meeting
may
regula
meeting o
«, the propose
- ajority vote
" pquired to
d may tak &action at a "meeting upon an affirmative vote of
"in unless heir na fter specified otherwise.
al soon thereafter as it may be reasonably done,
t
t rules an gulations governing its meetings. Such rules and
ended from time to time at either a regular or special
�r n 'hided that at least ten (10) days prior thereto, notice of
idmont has been furnished to each member of the Board. A
eligible votes of the then existing members of the Board shall
t any proposed amendment to such rules and regulations.
(g) At th • ational meeting of the Board, and in January of each year thereafter,
the Bo shall elect a chairperson, a vice chairperson, a secretary, a treasurer,
and su 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.
Q
7
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 cses 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 carnnittee, the,gard shall appoint a
commissioner to serve the remainder of e term created by t #vacancy.
(c) The Executive Committee shall hdV4- authority`,it act for and oi� : ''half of the
Board between meetings of the Board. -� actions ,of the Executive Committee
shall have full force of actions of the Board'"
� ;g
(d) A majority of the members 8hhe Executive C ` ttee appointed by the Board
k q',
pursuant to Section 6(a) hefee '° I constitute "%quorum of the Executive
Committee. Attendance by a quo " : -of , >,the Ex cutive Committee shall be
necessary for conducting a me ng,of1he E +6otmtiive Committee.
s M �zF
.
(e) Any c "nissio°:" of appointed as a member of the Executive Committee
purser Sectio (a) hereof aiW who attends a meeting of the Executive
Committ 11 b sidered a rd, ber of the Executive Committee for that
eting, wi Huding without limitation the right to vote on
before xecutiv0 mittee.
The Boarc -A 1 app o airperson of the Executive Committee.
(g) m Notices of m " gs of the Executive Committee shall be provided to all members
'�N Board.
>.
(h) The ` s e Committee shall report its activities and decisions to the Board at
the nex "' gularly scheduled meeting of the 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.
M
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 bealf of the Parties, under
any law by which any Party may independently issue `lsrids 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 ised ' oyided that such bonds or
obligations shall be issued only to carry 0' �i the polrs and duties of the
Commission described in Section 8 hereof- `
(d) The Bond Board may issue bonds and obligations only in accordq�*.e . with express
authority granted by the action : >governi bodies of alrties, which
._,
bodies must unanimously ratify the loan -'A Brad decision to i�ue bonds and
obligations. The Commission may not pl " the full faith and credit or taxing
power of any Party to a bonds or obligati ryi§sued by the Bond Board. The
bonds or obligations mus ued in the same �� anner, and subject to the same
conditions and limitations a l apply if t ? : j Wi
- nds or obligations were
incurred by one of the Partie rovic that. any refe ence to a governmental unit
in the statute, law, or charte r ¢ tsion - du '' " `zing issuance of the bonds or
obligation4 -ered a refer to the Bch Board.
(e) The , Board' all have ex�siye authority to approve any bonds or
obligation the ission.'`
r of t and Bow may be removed by the Party appointing that
r memb or ut cause; provided that if a member is removed from the
r ; ° Bond Boat; ,at in( all also be deemed removed from the Board; and if a
,-
member is r ved fr t' the Board, that person shall be deemed removed from
e Bond Bo
h S.,mqq
(g) Tr mbers , cif the Bond Board may receive such compensation as is authorized
and iced 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(f). 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 dons necessary to conduct its
business and affairs. The duties of the officers shall lsignated in the rules and
regulations established by the Bond Board.
r
(k) Notices of meetings of the Bond Board== §hall be provided t AL members of the
Bond Board and to all members of t = 3oard. £'
(� Members of the Board who are not rri ` ` "',rs. `"f'the, Bond Boar hall have the
right to attend meetings of the Bond Board m othing in this Section 7(1) shall be
construed to vest in anane, other than a n duly designated pursuant to
Section 7(a) or Section 7(l�*ri, ht to vote as anber of the Bond Board.
(m) The Bond Board shall report✓ s acti° •,„ and decisions to the Board at the next
regularly scheduled meeting ofte ward:
N F
8. POWERS AND 60TIN OF THE COMMISSION.
(a) The Com " a 'on the powers aiW duties to establish a program pursuant to
�r nesota _ . ,. es 3, "and/or Minnesota Statutes Section 473.388 in
pro ublic `t'r service; and (ii) contract to provide transit and
, a, m transit° ing es to entities as approved by the Commission. The
CSrwF >
Commissici `%all hal owers necessary to discharge its duties.
(b) =he Commis may acquire, own, hold, use, improve, operate, maintain, lease,
ange, tr er, sell, or otherwise dispose of equipment, real or personal
pr icy, or perty rights as deemed necessary to carry out the purposes of the
Comm''
(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.
0
(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 Commis administration of all
personnel matters including hiring, discipline and��pnmation; attendance at all
Commission meetings; preparation and submj,son t� the Board of the annual
budget; and provision of advice to the Bo b s to d . financial condition and
needs of the Commission. The Chief Exckeuii, Officerl "Pral Manager shall
perform such other duties and functiop� A may be required 1" &Tn time to time by
the Board. The Chief Executive Of §er /Genera Manager shad- - u a d execute
such contracts, agreements, and oIecumentnd instruments hacle by or on
behalf of and approved by the Commission. ; �T f Executive Officer /General
Manager shall be an employee of the Co sion. Compensation of the Chief
Executive Officer /Gener Manager shall be ished by the Board.
(f) The Commission may entef' n '.employment wi
con th other personnel and
may provide for compensation, i .: _" y e, be
o
its, and other terms and
conditions that it deems necess�y.
(g) The Co"ni&ssion , in lieu of rectly operating a public transit system or any
part, �` f, enter o a contract or ,management services. The contract may
provide f "€npe n, incentive *'es, the employment of personnel, and other
terms and c Cox�ission deems proper.
( The CO, sion "" ue or be sued.
(`_' The Commin ma accept any gifts, grants, or loans of money or other
Va wso y from : �'e United States, the state, or any person or entity; may enter into
reemen quired in connection therewith; may comply with any federal or
lations applicable thereto; and may hold, use, and dispose of the
mon - b o ert in accordance with the terms of the g rant loan
,.. .; p Y g � or g
(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 ny one of the Parties.
(n) The Commission may finance the acquisition of .y real or personal property
under a lease - purchase agreement pursuant to Wri
. Statutes Section 465.71,
including without limitation through issuan ��of ce "" es of participation in
such lease (together, a "Financing Lease,!),; and each" P&ty hereby expressly
approves and authorizes any Financing,J ease entered into b Commission on
behalf of the Parties.
9. OPERATING COSTS, BUDGET, AND FINA A1,,, RI LITY
(a) Operating Costs OperaU costs shall in all non - capital costs for the
maintenance and operation;.Ehe transit systen7% ' cluling, but not limited to,
gasoline, oil, lubricants, parts, W s, labor, service for any vehicles
employed in such operation insur xemiurp salaries and other direct
payments for work or labor in rfor anc'& services furnished by the transit
system; in ' sts incurred iii #fie employrnt of persons for the performance
of such;- ` "servic _:such as t es, unemployment compensation, workers'
comp' =co on, insu ce benefits 'd to or accrued for such employees, and any
other e to such eWo' yment; and any expenses incurred in
c ection wi ` ement services.
'..
Sr a
Com ion shall have a fiscal year beginning January 1 and ending
g ° Decembe The "Executive Officer /General Manager shall annually
prepare an ated Ridget for the next fiscal year including an estimate of
F ,capital expe tures, operating costs, and revenues. Estimated capital
nditures operating costs shall be limited to revenues received pursuant to
ota States Sections 16A.88, 297B.09, 473.384, 473.388, and 473.39 and
esti r,� venues to be received from the operation of the transit system. The
Board s 1 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
�3
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;rickunt 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 tax" & the payment of any such
expenditure or indebtedness, the sale of iss�tice of pis and the payment of
principal or interest thereon.
(d) Indemnification Limitation The liab y of each Party for the a omission of
another Party is governed by Minr F > tatutesE ection 471.59,'` ,#b�division la.
Pursuant to Minnesota Statutes Sectio 1.5 ivision la, n Party to this
Agreement is liable for the acts or omissi °pd y f another Party, unless a Party has
agreed in writing to be resonsible for the acfis missions of another Party. This
Agreement does not conw e "an agreement responsible for the acts or
omissions of another P arty.
10. INSURANCE . F
The Commissi shalA or cause � ; be provided motor vehicle liability (other than
that applicable to p ' " ansit � ', cles), general: pu lic liability, and public officials liability
insurance in such amo do h terms as tly _ ommission shall determine, and workers'
" `' ShaU also provided insurance
provide or cause to be
compensation i surance. E p p
insuring a , arisi t of the ` rship and operation of public transit vehicles in
such am *nits and on erms a Commission shall determine. The Commission may also
provide;'° urance for fir , , mo iicle collision insurance, and other insurance relating to
any of it "., ' erty, rights, venues "sir any other risk or hazard arising from its activities. The
Commissio "' y provide fo " e insuring of its officers or employees against any other liability,
risk, or hazar
11. DURATIO ma x. . __ EMENT.
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.
01
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 r 'or - to its termination in
P p g i
accordance with the following formula: Each Party shall receiya mat percentage of remaining
assets determined by dividing the total amount the rec ng. " j arty contributed to the
Commission by the total amount contributed by all the Party that ar4. a ies to this Agreement
immediately prior to its termination. The amount of the b tion to airi .Party pursuant to this
Agreement shall be reduced by any amounts owed by���ie Party to the Co arty and shall be
subject to the Party's continuing liability pursuant togJSection 1 I hereof. n e A
J4
13. DISPUTE RESOLUTION
If the Parties are unable to agreon any matter to ecided by the Commission, any
Party may submit such unresolved disptr mediation. dispute is not resolved by
mediation, any Party may then submit the nii arbitration ; may mediation or arbitration
shall be conducted in accordance with the A rci Uation l"es and mediation procedures
of the American Arbitration Association. Thq,;; s slr' ` �: e the costs of such mediation or
arbitration equally, othe " h Party's oti expenses curred in presenting its position
during the mediatio �' arbif " P proceedink . In the event any dispute is submitted to
arbitration, the Part' e to be nd by the resits pf the arbitration.
14. COOPERATION EIS
of the P gree , it will cooperate fully and in a timely manner to take the
actions pessary to faci ' and ac r a sh the foregoing provisions of this Agreement.
15.
This Agr "' a%-4s, ad , be in full force and effect from and after the date of passage and
adoption by the gov 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]
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FOURTH RESTATED JOINT POWERS AGREEMENT
Approved by the City Council of Chaska
this day of 2012
CITY OF CHASKA
im
Its
By
Its
• I W 4u.
11
-e
• I W 4u.
11
FOURTH RESTATED JOINT POWERS AGREEMENT
CITY OF CHANHASSEN
m
Its
By
Its
Approved by the City Council of Chanhassen
this day of 5 2012.
J
12
FOURTH RESTATED JOINT POWERS AGREEMENT
CITY OF EDEN PRAIRIE
C
Its
C
Approved by the City Council of Eden Prairie
this day of ) 2012.
T
�
4• ;�a j•
111J, PA.
13
THIRD RESTATED JOINT POWERS AGREEMENT
THIS T141RD RESTATED JOINT POWERS AGREEMENT, is made anc
entered into this day of , 3885 by and between the Citie,
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 Minnesot,
Statutes § 74.265, Minnesota Stat iSections 471.59. 473.384, 473.388, and ei "tee
steAutes § 474.5 related statutes
WHEREAS, the Cities of Eden Prairie, Chaska, and
Project Study under the Metropolitan Transit Service Dem
established E by the Minnesota Legislature under Mir*
WHEREAS, the purpose of t6- 4ad}rj
effectiveness of alternative methods of providil
that are within the metropolitan transit taxing
existing regular route transit; and
Minnesota Statutes Section 473.388; and
each
t Stt`fdv was to
3 ub 'c transit st
but tik are not
V c ompleted
Program, which way
tes $ Section 174.265•
:)n 1531: and
efficiency anc
co munitie�
served by
into a Joint Powers Agreement --ate
par hereto desires to enter into this T1 W Fourth Restated
Joint P73N s, through the actions of its respective governing bodies, been
duly a this PY[ftt7 Restated Joint Powers Agreement for the
}�ese'4 ted —arm_
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
''ha�C hanhassen, and Chaska, through their respective City Councils, that:
NAME
Formatted: Indent: First line: 0.5
The Parties hereto hereby create and establish South West Transit.
�� `` �/�
z PURPOSE.
The purpose o this Agreement and suwe Transit §mm provide mem +«
methods of providing public transit service for the Cities of Eden Hmww Chanhassen, »d
Chaska and (ii)contract m provide transit and transit planning services % other entities, as
mm«d by the Commission, p >&& to Minnesota Statutes * Sections 16A.88. 471.59,
473.384, »d Mi ni i eseta St atu t e s § 47 laq and § 471 59 .
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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.
jc) "Council" means the governing body of a party to this Agreement.
beEk to-tb goae
e) Party" means any municipality whichs entered into this ment.
€Le) "Metropolitan Council" is the reg!66q tity e blished by Min ota Statutes
* Section 473.123.
4. PARTIES •- h =: =<.
The municipalities which are o final :i es to this Agreement are Eden Prairie,
Chanhassen, and Chaska. No change in govetnmen aries, Atucture, organizational status
or character shall affect the eligibility of y , y dove to be represented on the
Commission so long as st €Ipax1mcontinues to 'st as a sepAte political subdivision.
1 5.
(a) Except a nder Section 7 hereof, the governing body of
" issio 11 be 1 which will consist of seven commissioners.
Each w . r party s ' point two commissioners ( "original commissioners ") and
a seventh ' "_ issio be appointed by the _ Board
as described w. C s 1, 2, and 3 commissioners must reside in the City they
Pp P
-.x •e a ointed � represent. The Class 4 Commissioner shall reside or maintain a
'`cipal places business in one of the Cities which is a Party to this Agreement.
(b) Therb =Aie four classes of commissioners. The term of each commissioner in
Class 1= all expire on December 31, 1987, and every three years thereafter. The
term oft}�e 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 I through 3 by draw, provided that
no two commissioners appointed by a y - Partv 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 of Commission 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 eexneil Council member of a paiy shall
cease to be a commissioner, even if the term for which the commissioner was
appointed has not expired, if (a) the commissioner cease `fo be a member of the
Council of the appointing part Party and (b) no othi eeu eil Council member of
the appointing ftarty is then a Class 1, 2 oi;11 coiVnissioner. In such event, a
eeuneilCouncil member of the appointing paill be appointed by the
appointing parEy to serve the remainc;gf the term cited by the vacancy.
(c) A commissioner may be removect'�by the P arty appoil ihet -
commissioner. or in the case of th 4 cornjn, ssioner by the` - rd, with or
without cause.
The commissioners m
(d ) ay, receive such cow nsation as is authorized and
established by the Board
(e) A majority of the members .the mall contute a quorum of the Board.
Attendance by a quorum of the3 o `shad �ssary for conducting a meeting
of the Bo Th � o
y ard may to ction at m affirmative meeting upon an armative vote of
a major' of the um unless h einafter specified otherwise.
(f) At the or tior,41kmeeting or as n thereafter as it may be reasonably done,
the Board m ations governing its meetings. Such rules and
s ma's �b amen deri whom time to time at either a regular or special
meetin"" e Bo rovided that at least ten (10) days prior thereto, notice of
$• the propo ` `amen ri_ Jias been furnished to each member of the Board. A
majority vot all eli le votes of the then existing members of the Board shall
Abe required t any proposed amendment to such rules and regulations.
(g) A orgam Tonal meeting of the Board, and in January of each year thereafter,
the all 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 f the
Board that Party's alternate commissioner may serve as a commissioner for the
meetin .
EXECU "TIVE 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 e,ek to be a commissioner
LL Th 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 qualifvine individual shall serve on the Bond Board.
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 Pa rty 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 jpos and duties of the
Commission described in Section 8 hereof.
specified otherwise.
i) At the oreanizational meetine 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 be 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
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.
At the orp-anizational 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 csignated in the rules and
regulations established by the Bond Board.
(k) Notices of meetings of the Bond Board shall be F D' ded to all members of the
Bond Board and to all members of the Board.
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ja) �.,�— �CoWission has le e powers acid duties to establish a program
pursua o Miriti?ta Statutes • Section 473.384 and/or Minnesota Statutes
Se 3.388 i `tjrder to (i) pr d public transit service; and (ii) to contract
to provid sit transit plan services to entities as approved by the
mission. % ' "mission shall have all powers necessary to
:
its dui
•(b) The Comte n ma ire, own, hold, use, improve, operate, maintain, lease,
exchange, t er, s or otherwise dispose of equipment, real or personal
roperty, or p erty rights as deemed necessary to carry out the purposes of the
"
fc) The ion may enter into such contracts with such persons or corporations,
public q'y)rivate, 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 pat4 a to i the p rov i s i ons of the W-0 . ..,.Parties.
The Commission has authority to issue obligations in accordance withwitb
Minnesota Statutes Chapter 475.
(d) The Commission may establish bank accounts. both savings and checking, as the
Board shall from time to time determine.
fe) The Commission may
deems -- neeessary— The —Go is.zi t 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 recommendatio , or changes or additions
to the transportation services provided; day -_to- _day r#ions of Sou thwest he
Commission administration of all personnel maleif including hiring, discipline
and termination; attendance efat all Commissj i'"tings; prepare preparation
and submit submission to the mission- rd 0 " annual budget; and
previde provision of advice to the � as t` financial condition
and needs of Southwest. he Commissi��3. Tfi4 Chief Exec ° ;,,,Officer /General
Manager shall perform such other # es and functions as ma� ,gpquired from
time to time by the Board. The le�hi` lExecuti 1 icer /Generaf anager shall
sign and execute such contracts, a other dbcuments and
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instruments made by or on behalf of and apored by the Commission.
#3 — _The Chief Executive O • General Mana' all be an employee of the
Commission. Compensatio of .; thief Execu " tOfficer /General Manager
shall be established by the Bald. $ °
GUIILUFFI Ub aIIYII ll
tg) The Commi` i -directly operating a public transit system or any
A5;E(rtr # of, e nto a co '` ct for management services. The contract may
provide." ompe on, incentive fees, the employment of personnel, and other
terms and itions Commission deems proper.
(h) ':- Commis s may sue or be sued.
fi) The "Commi on may accept any gifts, grants, or loans of money or other
propify fr, the United States, the state, or any person or entity; may enter into
any agrement 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.
The Commission shall provide any paity- with data and information
requested by the paAy in accordance with law. The Commission shall, in the
development of two p rogram a nd i m plementation thereof- prepare such reports,
79.
either financial or management, as required by the Metropolitan Council or other
governmental units.
fk) 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 MembeiT
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.
O eraCihr`. Pasts
:Gating costs sh 5.l hide 11 non - capital costs for the maintenance and operation of
Pe transit sy including, but not limited to, gasoline, oil, lubricants, parts,
rs, labor service for any vehicles employed in such operation; insurance
pr s; sales and other direct payments for work or labor in performance of
the ` `furnished by the transit system; indirect costs incurred in the
employ V- of 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.
jb) Budget
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-- -' f Formatted: Indent: Hanging: 0.5"
Formatted: Indent: Left: 0.5 ", Hang 0.5"
fl) The Commission shall maintain books, reports, ancl.) coils of its business and
affairs which shall be available for anand open to ; inspection by the pas Parties
at all reasonable times. ':'
The Commission shall have a fiscal year beginning January l and ending December 31 ------ Fo rmatted : In dent: 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, Minnesota Statutes § 473.388, and
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 . dget shall constitute the
ual
estimated monthly budget. The estimated ann and ofithly 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 adjustm6it'U jte budget, there shall be
furnished to each paA�y a computation of slid adjust " n , t.
.' Formatted: Indent: Left: 0.5 ", Han m 0.5"
fc) Financial Liability
f•
b — Pefeentage liability of individual eity as pai4y to Aefeement.
Applieation of the femula is illustrated by the thilowing example, whi
uses valuatiens foi- taxes payable in 2005. The data is fietitious.
V, $7,969,572,600
40 .
0. 168 0.065
Qhis4Ea
V, $1,780,659,500-
$7,969,5
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dw.wrl ff&TAWRI�� . . ......... 1.
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payments made by it dtifing the year-. of billed fOF 4S PfOPE)AiOnate shafe of ae4
expenses whieh exeeed aetual revenues for whieh it had not previously bee*
Linea Upon till f th C ae h V aF t shall m;t
payment ef the safne within 30 days. TE) the extent that eaeh pai4y is finaneial-1-y
other pa#y whieh fef afly feasen assumes payment of its debts in eennee4ien
the eperatian by virtue of being a member of the Commission:
f
anythin
part liability under this eontraet fall be %ited to the extent that it
shall not result in any indebtedness or the 'Irrence of an,_ cuniary liability for
which it shall be necessary to levy in i9y year a rate of higher than the
maximum prescribed by law or to ,dK any other thing in viola ,of Minnesota
Statutes $ Section 275.27 or any other whi**all cause this A*ement to be
null and void. Nothing contained in thi ' ee iifshall preclude -any paFty y
from providing in any budget for, or makiity expenditure, or selling or issuing
any bonds, or creating a indebtedness, the ent of principal or interest of
which shall require the le es which levy or may not be subject to any
maximum levy limitation s prescribdd;t "law. Such party'- s Party's
obligation to levy taxes for' in :aad to pay any amount to any other
party person. or entity ari sum ID*by shall be subordinate to, and
may occur t1 � r provision ade for, tl� levy of taxes for and the payment
of any swb exp ure or inde - dness, the sale of issuance of bonds and the
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navrim t of t)rinciol r interest the on,.
e (d) Indemni icaf> tin
Formatted: Indent: Hanging: 0.5"
:. ,
liability Of Pait for the acts or omission of another Party is governed by - ' Formatted: Indent: Hanging: 0.5"
Minnesota? tutes � SeeWn 471.59, Subdivision Ia. Pursuant to Minnesota
Statutes Sec 471.5#; Subdivision Ia, no Party to this Agreement is liable for
The acts or o k ' ions of another Party, unless a Party has agreed in writing to be
r onsible fo ,ihe acts or omissions of another Party. This Agreement does not
co " _ to angreement to be responsible for the acts or omissions of another
S
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
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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.
1 911. DURATION OF AGREEMENT
This Agreement shall continue in force from year to year, subject to withdrawal by a
party or termination by all parties: Withdrawal by any�„� y shall be effected
by serving written notice thereof upon the other pafies Parties n(xUA r than July 1 of the year at
the end of which such withdrawal is to be effective. Withd CAIn the Agreement by any
partyPartv at the end of the calendar year shall not affect' W` oblin of any pact- y Party to
perform the Agreement for or during the period that th reenent is i.:tffect. Withdrawal of
any pafty or termination of the Agreement by a ' Parties shall not rminate or limit
any liability, contingent, asserted or unassert4 any,._party ari :, out of that
part-'- s Partfs participation in the Agreement. "
4812. DISTRIBUTION OF ASSETS
In the event of withdrawal of ark"
assets, real estate, liquid assets, prepaid Nil
designated management services contract
contributed to in proportionate share, shall
termination of this Agrew 'by all pmliesl
assets, prepaid expens W and cahich rem;
distributed among the icipalit who are
termination in accordanc h thallowine
y from thi Agreement, all of the capital
d cash utiCiby the Commission or its
withdr9wing party may have
;ite ' °' Commission. In the event of
all of te capital assets, real estate, liquid
payment of debts and obligations shall be
try this Agreement immediately prior to its
receiving Y ' ed to t ommi MMY the total amount contributed by all the Parties
that are 2rties tot reen £ mediately prior to its termination. The amount of the
distribtWon to any party ursu A " , is Agreement shall be reduced by any amounts owed
by the art to the issio and shall be subject to the
par-t'sPart° €zontinuing lia y pursuant to parsgraplr9 11 hereof
-1111-1 M
If the parties ies are unable to agree upon any matter to be decided by the
Commission, any part� 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 rules of commercial arbitration rules and
mediation procedures of the American Arbitration Association with the paries sh The
Parties shall share the costs of such mediation or arbitration equally — Bother than each
parties= own expenses incurred in presenting its position during the mediation or
arbitration proceedings3. In the event any dispute is submitted to arbitration, the parties
agree to be bound by the results of the arbitration.
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4314. COOPERATION EFFORT
Each of the peft+es 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.
4 --315. EFFECTIVE DATE
This Agreement shall be in full force and effect from and a"e date of passage and
adoption by the governing body of each paity
,,
IN WITNESS WHEREOF, the undersigned --mental units by
action of their governing bodies, have caused this Agre , to exec m accordance with
the authority of Minnesota Statutes k 5ection 471.59.
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[SIGNATURF PAGES FOLLOW]
4
'A
OR
FOURTH RESTATED JOINT POWERS AGREEMENT
CITY OF CHASKA
m-
Its
Approved by the City Council of Chaska
this _ day of
2W-52012.
V"
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4il
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17
T41-1-RDFOURTH RESTATED JOINT POWERS AGREEMENT
Approved by the City Council of Chanhassen
this _ day of
20452012.
CITY OF CHANHASSEN
m
Its
By
Its
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T141R D FOURTH RESTATED JOINT POWERS AGREEMENT
Approved by the City Council of Eden Prairie
this nth_ day of
�r , 2012
CITY OF EDEN PRAIRIE
By
its r;. + i
Its
3.
,yz
Forma tted: Justified
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