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1f. Southwest Transit Join Powers Agreement IOW TO: Todd Gerhardt, City Manager FROM: Laurie Hokkanen, Assistant City Manager CITY OF DATE: August 8, 2012 (� CHANHASSEN Southwest Transit Joint Powers Agreement 7700 Market Boulevard PO Box 147 Chanhassen, MN 55317 PROPOSED MOTION The City Council approves the Fourth Restated Joint Powers Agreement for Southwest Administration Transit. Phone: 952.2271100 Fax: 952 2271110 A majority vote is required for approval. Building Inspections BACKGROUND Phone 952 2271180 Fax: 952 2271190 Southwest Transit has operated since 1986 under a Joint Powers Agreement between the Engineering Cities of Eden Prairie, Chaska, and Chanhassen. Phone 952 2271160 • Fax 952 2271170 SW Transit attorney Richard Rosow and Operational Manager Dave Jacobson attended the August 13, 2012 work session to discuss the proposed changes. Finance Phone 952 2271140 Following is a summary of the changes: Fax 952 2271110 • Creates Bond Committee Park & Recreation Phone 952.2271120 o New language clarifies that approval of issuing bonds must be Fax 952 2271110 unanimous among the cities, but does not require a unanimous vote from Recreation Center each City for approval 2310 Coulter Boulevard Phone 952.2271400 • Clarification on authorization to use lease - purchase finance agreements. Fax 952 2271404 Commission has used this financing mechanism in the past. Planning & • Correct references to Minnesota State statutes to reflect changes in law Natural Resources Phone: 952.227.1130 • Eliminate Liability Formula Fax: 952.227.1110 • Mediation is added in addition to arbitration as a dispute resolution option Public Works 7901 Park Place The first draft of the Fourth Restated JPA included the creation of an Executive Phone 952 2271300 Fax 952 2271310 Committee. That Committee is no longer being created. Senior Center RECOMMENDATION Phone 952 2271125 Fax 952 2271110 Staff recommends approval of the Fourth Restated Joint Powers Agreement. Web Site wwwci chanhassen mn us ATTACHMENTS 1. Fourth Restated Joint Powers Agreement 2. Comparison of Fourth Restated JPA to Third Restated JPA Chanhassen is a Community for Life - ProvidingforTodayand 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 Chanh ,en completed a Project Study under the Metropolitan Transit Service Demonstration Progr h was established by the Minnesota Legislature under Minnesota Statutes Section 174 (1982) (repealed by Laws of Minnesota 1984, Chapter 654, Article 3, Section 153); and �c. WHEREAS, the purpose of the Project Study vv. k to the of 1' and effectiveness of alternative methods of providing public transit s - c for communiti it are within the metropolitan transit taxing district, but that are n. adequately_ served by exi -11 re e lar route transit; and ,, WHEREAS, the Replacement Service Progra s established by the Minnesota Legislature in 1984 to continue the Me � +olitan Transit Se Demonstration Program, under Minnesota Statutes Section 473.388; and WHEREAS, the Minnesota Legisla i• - ' ' ed ane ppropriated funding for the Replacement Service Program by means ' . o," . h ffi , Vehicle Sales Tax and the Metropolitan Area Tra 9 )unt, under W I: esota Si utes Sections 16A.88, 297B.09, 473.388, and related s 4tes; any WHEREAS, each of the p4",,. hereto ente "a into a Joint Powers Agreement, dated July 21, 1986, whic •int Powers' -- ° ® _ - .een restated in 1994, 1996, and 2005; and "" \3 REAS, - : ch of the parties hereto desires to enter into this Fourth Restated Joint Pow ; / ° ,•. reement and has, through the actions of its respective governing bodies, been duly authortz kx , enter into this rth Restated Joint Powers Agreement for the purposes hereinafter stated. bd NOWT `' 0, FO' ": E IT RESOLVED, in consideration of the mutual covenants and agreements contain: �'' , it is hereby agreed by and between the Cities of Eden Prairie, Chanhassen, and Chas w ffi , 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 b i . Agreement, the full name of which is SouthWest Transit. s.. (b) "Board" means the Board of Commissions If ` authWe tTransit. " (c) "Council" means the governing body of a Party o this Agreeme (d) "Party" means any municipality which has ented rots this Agreement. (e) "Metropolitan Council" L a regional entity established by Minnesota Statutes Section 473.123. 4. PARTIES. " The municipalitio are original parties to "is Agreement are Eden Prairie, Chanhassen, and Chaska. No c : e in governmental boundaries, structure, organizational status or character shall + affect the of any party listed above to be represented on the Commission so long as such party c ontinues to exist as a separate political subdivision. 5. BOARD OF COMMISSIONERS. (a), Except as otherwise provided under Section 6 hereof, the governing body of the Commission shall be its Board which will consist of seven commissioners. Each arty shall appoint two commissioners ( "original commissioners ") and a seventh issioner will be appointed by the Board 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 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 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 iismber, inclusive of the Mayor, currently serving in office. A commissioner w Council member of a Party shall cease to be a commissioner, even if the term for which the commissioner was appointed has not expired, ifa} the. •mmissioner ceases to be a member of the Council of the appomtm t arty, s (b) no. other Council member of the appointing Party is then 2 or Ass missioner. In such event, a Council member of the ap • tmg °`party shall i 'pointed by the appointing Party to serve the remai 0!:1 of the te created by t ' ,- a y. (c) A commissioner may be removed by the ah y •.o - tmg the coy issioner, or in the case of the Class 4 commissioner by thy . rd, with or without cause. - (d) The commissioners ma » ‘'. e such com • ~ :, do as is authorized and established by the Board. � (e) A majority of the members o - ! r• :� 1 constitute a quorum of the Board. Attendance by a quorum of the d shall be necessary for conducting a meeting of the Board. The Board may tak ; c at a meet upon an affirmative vote of a majority of the quorum unless he 'fi,na, er specified ot (f) At the organizational meeting or asp ;soon thereafter as it may be reasonably done, the Board may adopt rules and regulat governing its meetings. Such rules and regulations may be amended from time to time at either a regular or special �l meeting of the Board provided that at least ten ( days prior thereto, notice of the proposed amendment has been furnished to each member of the Board. A ;'s ajority vote of all eligible votes of the then exist members of the Board shall ` quired to a opt any proposed amendment to such rules and regulations. (g) At thtganizational meeting of the Board, and in January of each year thereafter, the Boagi 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 i n 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. 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 ve on the Bond Board. The term of office of each member of the Bond Bo 1 be the same as the member's term on the Board, as described in Section (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 ifPaty has a. tinted an alternate commissioner pursuant to Section 5(11,7 e ' rty's alterna ° k missioner may serve as a member of the Bond Bo 3 or the m eting. (c) The Bond Board may issue bonds or oi .tiAos. o' =:,behalf of thParties, under any law by which any Party may indepe , ;.LIA y issue bonds or obligations, and may use the proceeds of ° : bonds or obliga , w a to carry out the purposes of the law under which the bon• ©•gations are is' provided that such bonds or obligations shall be issue %o f carry out t ~ `ewers and duties of the Commission described in Se '',en 7 (d) The Bond Bog` issue bonds and obligate s only in accordance with express authority grante. `F the action of the governing bodies of all Parties, which bodis must each approve the Bond Board decision to issue bonds and obligations. The Commission may , ., - pledge the full faith and credit or taxing power of any Party t6iiA't _Is . obligations issued by the Bond Board. The bonds or obligations must se'' w in the same manner and subject to the same a - 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 • legations is considered a reference to the Bond Board. (e) T 1 and : d shall have exclusive authority to approve any bonds or obh I 1 fl% Y . 3` the Commission. (f) A me " `•er 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, that member shall also 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 established by the Bond Board. 4 (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 gove • 'ng its meetings. Except as necessary, such rules and regulations shall be =' d . al to the rules and regulations adopted by the Board under Section 5 Such rules and regulations may be amended from time to time at either g �� special meeting of the Bond Board provided that at least ten (10 ays p� ereto, notice of the proposed amendment has been furnished -a, membehe Bond Board. A majority vote of all eligible votes of th- en e 'sting memb- the Bond Board ' shall be required to adopt any propo • a amendment to such rul- - a re tulations. (j) At the organizational meeting of the s Board, " =and in Janua - of each year thereafter, the Bond Board shall elect ee << airperson, a vice chairperson, a secretary - treasurer, and other officers. .deems necessary to conduct its business and affairs. The •. , s the officers shall be designated in the rules and regulations established by t (k) Notices of meetings of the B zerovided to all members of the Bond Boa members e Board. (l) Members of the Board who are ni m-mbers of the Bond Board shall have the right to attend meetings of the Bon• , 1 oard. Nothing in this Section 6(l) shall be construed to vest in anyone, than a person duly designated pursuant to Section 6(a) or Section 6(b), thy ght to vote as a member of the Bond Board. The Bon: :o. d shall report its activities and decisions to the Board at the next regularly se' s led meeting of the Board. 7. PO : ND DUB S OF THE COMMISSION. (a) The "" t gi o; Sion has the powers and duties to establish a program pursuant to a Minneso Statutes Section 473.384 and/or Minnesota Statutes Section 473.388 in order to �(i) provide public transit service; and (ii) contract to provide transit and transit planning services to entities as approved by the Commission. The Commission shall have all powers necessary to discharge its duties. (b) The Commission may acquire, own, hold, use, improve, operate, maintain, lease, exchange, transfer, sell, or otherwise dispose of equipment, real or personal property, or property rights as deemed necessary to carry out the purposes of the Commission. 5 (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. (d) The Commission may establish bank accounts, both sa ' s 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 a ority over administration of all of the business and affairs of the Co 3 ' including, but not limited to: administration of the transit system ,4 systeths provided by the Commission; contracts for transportation service, 1.4 keting and promotion of such_lervices, as well as recommendations for ch., ._ additions to the transporta;`' on services provided; day -to -day operations of C.,.. mission; administration of all a personnel matters. including hiring, disci .1 'and termination; attendance at all Commission meetings, r - e oration and sub 'tj on to the Board of the annual budget; and provision of ° i , ,,,,,,Jo the Board th- financial condition and needs of the Commission. Executive "ter-r /General Manager shall perform such other duties any =funct i as may be required from time to time by the Board. The Chief Executive Of er /General Manager shall sign and execute such contracts, agreements, and other docu is and instruments made by or on behalf of and approved by the Commission. The Chief Executive Officer /General Marager shall be an employee of the ommission. Compensation of the Chief Executive O cer /General Manager slIll be established by the Board. (f) , ,, -The Cott issio to ay enter into employment contracts with other personnel and may •�' - fo , g pensation, insurance, benefits, and other terms and condition nz it dee ,,,',)i-, F essary. (g) I e Commis P,0 " may, in lieu of directly operating a public transit system or any vA thereof, c er into a contract for management services. The contract may pr for c j ` pensation, incentive fees, the employment of personnel, and other term ,s ? ditions that the Commission deems proper. (h) The C.'' mission 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. 6 (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 least once each year, which report shall contain s h information as good accounting practices require and such further info • a as required by the Metropolitan Council or other governmental units. (1) The Commission shall maintain books, repo and ret` . s of its business and affairs which shall be available for and o g to inspect the Parties at all reasonable times. (m) The Commission may contract to I e serve • ° from any one . ` e Parties. • (n) The Commission may finance the acqui ate of any real or personal property under a lease - purchase a: :re ment pursuant to Minnesota Statutes Section 465.71, including without limitati E H ugh issuance . , rtif Cates of participation in such lease (together, a a_ r ease"); an. Party hereby expressly approves and authorizes any . nano § - e ente into into by the Commission on behalf of the Parties. 8. OPERATING COSTS, B t ,,GET, AND `- NANCIAL LIABILITY. (a) Operating Costs Operating costs all include all non - capital costs for the tenance and opera , ransit system, including, but not limited to, gaso 'ine, oil, lubricants, p. repairs, labor, and service for any vehicles employed in such o aeration; insurance premiums; salaries and other direct payments for work or ° in performance of the services furnished by the transit system; indirect, costs f urred in the employment of persons for the performance such servr±s, such as taxes, unemployment compensation, workers' l_ppensation, 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) Budge .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 7 the estimated annual budget shall constitute the estimated monthly budget. The estimated annual and monthly budgets may bet 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 result in any indebtedness or the incurrence of any pec any liability for which it shall be necessary to levy in any year a rate of taxes the maximum prescribed by law or to do any other thing in 1' tion of Minnesota Statutes Section 275.27 or any other law which shall c' greement to be null and void. Nothing contained in this Agreement ; shall ode any Party from providing in any budget for, or making any exp . diture, `, ling or issuing any bonds, or creating any indebtedness, the paymt of princip / ' nterest of which shall require the levy of taxes w • levy may or may not ', ,,,,,,,,,p, b. - ct to any maximum levy limitation or ions prescribed by law° ch Party's obligation to levy taxes for payment of and to pay any amount to Ty other Party, person, or entity from any such tax levy sha be subordinate to, and may occur .. only after provision is m for, the levy oft. , or and the payment of any such expenditure or indebtedn t, sale of issua_ bonds and the payment of principal or interest thereon. l:,. (d) Indemnification Limitation. The liability of each Party for the acts or omission of another P.F a 'overned by Minnesota Statutes Section 471 . 59, Subdivision la. Pursuaj , o Min Statutes Section 471.59, Subdivision la, no Party to this Agr ,- r °fl s liable for the acts or omissions of another Party, unless a Party has agreed in writing to by'esponsible for the acts or omissions of another Party. This eement doe ,not const an agreement to be responsible for the acts or -:, J1,� ,i..ns of another Party. 9. ,1''k The ,..-„Ii mission sha rovide or cause to be provided motor vehicle liability (other than that applicabf trait vehicles), general public liability, and public officials liability insurance in sue , , e unts old on such terms as the Commission shall determine, and workers' compensation insure 6: z .e Commission shall also provide or cause to be provided insurance insuring against liabil` arising out of the ownership and operation of public transit vehicles in such amounts and on such terms as the Commission shall determine. The Commission may also provide insurance for fire, theft, motor vehicle collision insurance, and other insurance relating to any of its property, rights, or revenue, or any other risk or hazard arising from its activities. The Commission may provide for the insuring of its officers or employees against any other liability, risk, or hazard. 10. DURATION OF AGREEMENT. 8 This Agreement shall continue in force from year to year, subject to withdrawal by a Party or termination by all Parties. Withdrawal by any Part y 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. 11. DISTRIBUTION OF ASSETS. In the event of withdrawal of any Party from this Agree of the capital assets, real estate, liquid assets, prepaid expenses and cash utilized by ° te Co r 2 ,,. ion or its designated management services contractor, which the withdrawing Party may contributed to in proportionate share, shall be forfeited to the Com lion. In the event . y. 'nation of this Agreement by all Parties, all of the capital assets, re" estate, liquid assets, pr - expenses and cash which remain after payment of debts and obligations all be distrib among the municipalities who are parties to this Agreement r e.� 'tprior to its ermination in accordance with the following formula: Each Party sh y'; eive that percentage of remaining • assets determined by dividing the � • amount the a ing Party contributed to the Commission by the total amount contrib E , -by all the Parties .re .arties to this Agreement immediately prior to its termination. The a ount of the distribute . a any Party pursuant to this Agreement shall be reduced by any amounts owed by the Part y to£` e Commission and shall be ,; „ subject to the Party's continuing liability purs nt to Section 1'ereof 12. DISPUTE RE ; � tl[wi -. If the Parties are unable t. „- e upon any . tter to be decided by the Commission, any Party may submit such unreso1 w . " e ediation. If the dispute is not resolved by mediation, any may then s mit the F. to for arbitration. Any mediation or arbitration shall benducted in accordance = h the commercial arbitration rules and mediation procedures of tip erican Arbitration AssociatioeThe Parties shall share the costs of such mediation or arbi ratio g equally, other an 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, th °. ies agree to be bound by the results of the arbitration. 13. COOPERA _:‘. FORT. Each of the P. ies 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. 14. 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. 9 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] 4 '� Sk YxB 10 FOURTH RESTATED JOINT POWERS AGREEMENT CITY OF CHASKA By Its By Its Approved by the City Council of Chaska this day of , 2012. ar • a e 11 FOURTH RESTATED JOINT POWERS AGREEMENT CITY OF CHANHASSEN By Its 13y Its ,,, ,,,-, : t ',i , Approved by the City Council of Chanhassen this day of , 2012. Y r: P µ �a �•i b B 3 4 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. VW mss.: x 13 THIRDFOURTH RESTATED JOINT POWERS AGREEMENT THIS FFIIRDFOURF1-I RESTATED JOINT POWERS AGREEMENT, is made and entered into this day of , 28(452012, by and between the Cities of Eden Prairie, Chanhassen, and Chaska, all being municipal corporations organized under the laws of the State of Minnesota, pursuant to authority conferred upon the parties by Minnesota Statutes ¢ 174.265, Minnesota Statutes §Sections 471.59 473.384, 473.388, and/or Minnesota Statutes § 471.59 related statutes. WHEREAS, the Cities of Eden Prairie, Chaska, and C have completed a Project Study under the Metropolitan Transit Service Demon at Program, which was established in 1982 by the Minnesota Legislature under Minnesota Statutes *Section 174.265 0982j_trepealed by Laws of Minnesota 1984 Chapter 6 4 Article 3. Section 153); and WHEREAS, the purpose of this studythc. Pr et .51 d�_ was to to - efficiency and • effectiveness of alternative methods of providing ub c transit servtc• ,or communities p taxing Y ' y , ,are not adequately served by that are within the metropolitan transit taxin but th b existing regular route transit; and WHEREAS. the Replacement ° >, rvice Program #°1aestablished b} the Minnesota I,egislature in 1984 to continue the Metr • �•• Transit Sertiti = mo stration_Proaram. under Minnesota Statutes Section 473.388; and „ W'IIEREAS the Minnesota Lc•islatu =h. h °- ut.i' d appropriated funding for the Replacement Service P e •i means • e Minn to Vehicle Sales Tax and the Metropolitan Area "I' a +t. under . nesota Statutes Sections 16A.88. 297B.09 473.388 and relatel91 -s and WHERE each o :1a =g • . a entered into a Joint Powers Agreement and seven.- a :n e to, dal ulv 21. which Joint Powers Agreement has since been restated,': 994 199 0t7 • _ �. o w s �� ' AS, each ■ j• e parties hereto desires to enter into this ThirdFourth Restated Joint Powe „reement an as, through the actions of its respective governing bodies, been duly authoriz11 • enter i this Tkrir€lFourth Restated Joint Powers Agreement for the purposcel�urpose einafte tated_ -any}_ WHEREAS. said local transit tax levy will replace a similar transit tax which would 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, Gl tska -and- Chanhassen, and Chaska ..through their respective City Councils, that: - -- matted: Indent: First line: 0.5" 1. NAME. The m±a hereto hereby create andestablish S uthWe Transit. % \ . . ` _ , `. \ \ ^ \ S- .~ - _ '4 & „ 2 I 2. PURPOSE. The purpose oths Agreement and Su We Transit §@ m provide alternative meoso EAmmpActntservice f the Cities of Eden Prairie, Chanhassen, and Chaska and (ii) contract to provide transit and tran tplmmng services to other entities, as RRAe by the Cmmson,pra to Minnesota S!tutes *leis 16A.88, 471.59, 473.384., m���tatetes-* 4 3.388 > --‘ .4 \ . . � \ % 1,,,...„4,,, � y: \ . y m « ` \\ \d : IT ; - ` � ƒ. # /, 3 3. DEFINITIONS. fa) "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 paft±Partv toltAgreement. .(d) "A: • -. • " • _ lmittee consisun, ity Manager—op-el-lief body to the -Board: e) =Party" means any municipality which ente ed into this ment. € "Metropolitan Council" is the re_ o tity e'{ Wished by Mi Aita Statutes $•Section 473.123. ` 4. PARTIES. The municipalities which are original pales to this ement are Eden Prairie, Chanhassen, and Chaska. No change in governmental l daries, . cture, 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 st as a separate political subdivision. 5. BOARD OFD •MISSIONERS. (a) Except as °thu ise prov ided under Section 6 hereof, the governing body of ission shall be its Board which will consist of seven commissioners. Each - Party shall appoint two commissioners ( "original commissioners ") and a seventh ; 1xnnnissioner will be appointed by the parties oar- a -rotating- basisl_3oard as described ow. Class 1, 2, and 3 commissioners must reside in the City they e appointed represent. The Class 4 Commissioner shall reside or maintain a ipal placo s business in one of the Cities which is a Party to this Agreement. rr. 03) Ther 7. e four classes of commissioners. The term of each commissioner in Class 1'_ 11 expire on December 31, 1987, and every three years thereafter. The term o' tho 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 pasty -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 of Commissioners. 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 }starPfParty must include a City Council member, inclusive of the Mayor, currently serving in office. A commissioner who is a council Council member of a paisEyPartv shall cease to be a commissioner, even if the term for wh' s the commissioner was appointed has not expired, if (a) the commissioner 4 • be a member of the Council of the appointing pa Party, and (b) no o , Ceteil- Council member of the appointing partyParty is then a Class 1, 2 or,' c 'ssioner. In such event, a council Council member of the appointing pa y-Part� - 1 be appointed by the appointing pam-4yParty to serve the remains p th term -, • by the vacancy. fc) A commissioner may be remove . y the Party app • - the commissioner, or in the case of 4 co issioner by the rd. with or,', x ' without cause. £d) The commissioners m. receive such ri` cation as is authorized and established by the Board :� le) A majority of the members the Board' I1 constitute a quorum of the Board. Attendance by a quorum of the Board shall '$ssary for conducting a meeting of the Bo. 1- ° : oard may to ° . ction at a eeting upon an affirmative vote of a major of the © m unless h einafter specified otherwise. (f) At the or_o doe eeting or as a;' n thereafter as it may be reasonably done, t : oard m. q - -y$ ations governing its meetings. Such rules and a s ma a amen' e• •m time to time at either a regular or special meeting . 1,, e Bo t W .rovided that at least ten (10) days prior thereto, notice of the propo men..as been furnished to each member of the Board. A majority vot ,:a, all eli ;3 .1e votes of the then existing members of the Board shall - required to opt any proposed amendment to such rules and regulations. � S fg) A -• rgant ional meeting of the Board, and in January of each year thereafter, the : 'a . .11 elect a chairperson, a vice chairperson, a secretary, a treasurer, and su ;_ .ther officers as it deems necessary to conduct its business and affairs. The d + R ies 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 servine in office. In the event a commissioner appointed by a Party is absent from a meetine of the Board. that Party's alternate commissioner maN serve as a commissioner for the meeting. 5 I 6. BOND BOARD. (a) There is hereby established the SouthWest Transit Bond Board ("Bond Board "). The Bond Board shalt 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. 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) hi the event the member of the Bond Board appoi r 1 by a Party is absent from a meeting of the Bond Board. and if the P, . ' 4 1 r appointed an alternate commissioner pursuant to Section , 5(hL he :yS .... 1 ... _' j te commissioner may serve as a member of the Bond Board for atc.: s cam, ino. (c) The Bond Board may issue bonds or obligation;; on behalf of „, a , es, under any law bv_\shich any Party tnay. independently bonds or Ito "ations, and y may use the proceeds of the bonds or obligations to Carr- out theur of the Iaw under which the bonds or obligations. are issued; provided that such bonds or obligations shall be iss ed only to carry out the powers and duties of the Commission described in 4ection 7 hereof. (d) The Bond Board may issue bonds and obligations on ' In accordance with express authority granted by the actima of the governing bodies of all Parties, which bodies mixt each approve 0'. '3ond Board decision to issue bonds and obligations 'I'hc:Commission m—� not pledge the full faith and credit or taxing power of an\ P<arte to any bonds ' obligations issued by the Bond Board. The bonds or oh(ieau ns must be issue ' the same manner and subject to the same conditions and limitatitons tfr.;m,�,,lx ;Id apple- if the bonds or obligations were ine red by one of.tbe Parties, ovided that any reference to a eosernmental unit ` in the statute,. 1 aN charter provision authorizing issuance of the bonds or , obligations is ..:onsid eferente to the Bond Board. ( e ) `1 he Bond Board shall have exclusive authority to approve any bonds or obligations of the Commission. (f) A memb:r_of the Bond Board may be removed by the Party appointing that membe th or without cause; provided that if a member is removed from the Bond oard, that member shall also 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 established by the Bond Board. 6 (h) A majority of the members of the Bond Board shall constitute a quorum of the Bond Board. Attendance bya c uorum 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 be i , tic,-al to the rules and regulations ado ted by the Board under Section 5 t • »rules and re Yulations may be amended from time to time at either a r a r or s•ecial meetin;. of the Bond Board rovided that at least ten 10 r thereto notice of the proposed amendment has been furnished to . h mei t the Bond Board. A majority vote of all eli?ible votes of the t .x 3:in_r mc' ; of the Bond Board shall be required to ado et any .ro.ose. `' endtnent to such and regulations. At the organizational meeting o'' `3ond Bo< and in lanua,b each year thereafter, the Bond Board shall c,lcct : a chap 'on, a \ rce hairperson. a secretary - treasurer and such other officers, as itdeems necessary to conduct its business and affairs. The ties of the officers shall be designated in the rules and regulations established by Board (k) Notices of meetin s of the d B 4 =li be ided to all members of the Bond Board and to all membe f li i (1) Members of the Board who are t members of the Bond Board shall have the right,to ; attend mcctinus of the Bore B ard. Nothing in this Section 6(1) shall be construed" to l et atryone, other at ` an a person duty designated pursuant to Section 6(i) or Section x ), the ti t to vote as a member of the Bond Board. Dift The Bond Boat ci shall "_report its activities and decisions to the Board at the next reaularly_scheduled rneettin of the hoard. 7. PO AND DU S OF THE COMMISSION. La) �° mom,. Th- ommission has the powers and duties to establish a program pursue innesota Statutes *Section 473.384 and/or Minnesota Statutes 4Sectio ' 3.388 in order to (i) provide public transit service; and (ii) te- contract to pro vide transit and transit planning services to entities as approved by the Commission. The o eeCoo rmniss mmission 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. 7 Le) The Commission may enter into such contracts with such persons or corporations, public or private, to carry out the purposes of the Commission. The Commission may, if deemed necessary, contract for and purchase such services, equipment, and functions as the Board deems necessary for the protection of the Commission and the parties and to implement the provisions of the plan and program.Parties. The Commission has authority to issue obligations in accordance withwith Minnesota Statutes Chapter 475. td) The Commission may establish bank accounts, both f= and checking, as the Board shall from time to time determine. (e) The { immission- may- eriier•- -i employmei tta #- other - personnel -and ma; . - _ - o • • • - • ncv t d hcr ter ' r bed conditions that it deems necessary. The Commissi ' may employ K hief Executive Officer /General Manager, whose • 4 . es shall be to have ge m nagement authority over administration of . : ` 141, busine and affairs oft ommission, including, but not limited to adminis : transit sys m or systems provided by the Commission; contracts f • sportation service; marketing and promotion of such servi ' °s as well as recom • ations for changes or additions to the transportation serve orsvided; day t• op-rations of South vestthe Commission; administratio a sonnel mat eluding hiring, discipline and termination; attendance at a' issio z, eetings; preparepreparation and subm itsubmission to the' > =•( t `d of the annual budget; and provide r3 : advice to t - W. 9 oard as to the financial condition and ne of • •- st-the Col ission. The Chief Executive Officer /General Ma 1 ;= ygall per , such other ". ti-s and functions as may be required from time to ti 4b t Allard. The C Executive Officer /General Manager shall s' and e agreements , and other documents and ts mas , or on • ° of and approved by the Commission. 1) _The Chi- •< k ecutt r Icer /General Manager shall be an employee of the Commission ompe ° . tion of the Chief Executive Officer /General Manager shall be estab ed by the Board. 1'h ammis fn ma\ enter into employment contracts with other eisonnel and may e ' for compensation, insurance, benefits, and other terms and conditi that it deems necessar". tg) 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. th) The Commission may sue or be sued. 8 I ii) 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 13artyParty with data and information requested by the paftyParty in accordance with law. Th- ommission shall,-4n-the - - - - . - " , ..... ,. ' • • - •• .. •. - ' • repare such reports, either financial or management, as required by th tropolitan Council or other governmental units. f Lk) The Commission shall cause to be m. ,- ,,,,.n a nnual � of the books and accounts of the Commission and shall e an. file the rep• _ ' its Members the Parties at least once each year w0,m, report hall contain s 4,",'4;,,t fop ation as good accounting practices requiri � h furt information asr fired by the N Metropolitan Council or other v.. , u ' . co The Commission shall ° -; tain books, repel, . nd records of its business and affairs which shall be avat i a an -and open 0Y ., Iection by the partiesParties at all reasonable times." im) The Commission may contra ,t,,' put ' . "rvices from any one of the particsPar ::.. n)) The ssion ma) purchase p 1 eager she . - •. et- -the " ii-l- - thy pafti" . a • . . niss prior a ., of tla • s of the parties to this Agreement, execute an - agreement to pitrchu,e real -e, ' '»- use - as -Park-and -Ride -lets. lets.-prev-ided-that -the ;...., the- City -i -n whtch , ,u. lyre # statc is Ieeated (111_ ---- 1 heCommission - - -may finance the " t isition.of any real or personal property under a lease- purchase reenaent pWiant to Minnesota Statutes Section 465.71,.._ including kk ithout limitation throualt issuance of certificates of participation in such lease (together, a--Finmcina I ease j, and each Party hereby expressly approves and authorizes any Financing Lease entered into by the Commission on behalf of the Parties. 78. OPERATING COSTS, BUDGET, AND FINANCIAL LIABILITY. La) Operating Costs. Operating costs shall include all non - capital costs for the maintenance and operation of { Formatted: 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 9 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. { Formatted: Indent: Left: 0.5 ", Hanging: 0.5"1 (b) Budget. The Commission shall have a fiscal year beginning Janua ; nding December 31.•- { Formatted: Indent Hanging_ 0.5" The Chief Executive Officer /General Manag,v> hall annually prepare an estimated budget for the next fiscal year ,‘ u. s -. an estimate of capital expenditures, operating costs, and revenues - i timate .ital expenditures and operating costs shall be limited to revaAR ' ceived �� ant to Minnesota Statutes *Sections 16A.88. 29713.09_, 473 :384. - : 73.388, and Minnesota Statutes § 473.39 and estimated revenues to be .T ve. from the operation of the transit system. The Board shall review and appro ' disapprove ¢; a the budget. One - twelfth (1/12) of the estimated annual budget sh. " constitute the estimated monthly budget. The estimated` uaI and monthly budgets may be adjusted from time to ti on the basis o -actual costs incurred or changes in estimated revenue. In the of an adjustment of tle budget, there shall be furnished to each par•tyPai tvt� V - > ion of said adjment. -{ Formatted: Indent: Left: 0.5", Hanging. 0.5 ( -1 intizrl Liability. l he pr ry, tta ' - a .. - q {; .butien -tE #he- eMIrrissien ot- each - party- shall kla }�r seY • 73.384 a . „sa -s t1 Statutes-; -47-3• g•8 -i It €ing -•arry kpt a xh a "` -hiding all revenues-derived-from any k eel -nial debts aim -o tion s (lowing variables shall be used in calculating each pasty':; liability N.L - Current total market v al tic for the individual city, as patty to Agreement �=, --=-- C+Irrertt- ��el- rna+l�rl�tti* -fir•- all- eilics�all- l�rties- tc3- tlgreen3el�f; 1 - Current total -n. •.r- infli-k-idttaI -eity as party to Agreement; 10 14, — Current total number of households for all cities/raftles—to Agreenlent; and — ----Peceentage4iability-of-individual oity--as-party-to-Agreement, .5(VeiV.) ± .5( ii.) Application tho fpm • ": - —i exeniffle,whieh Ghanhassen- - -- , _42668M37140 — $7,969,572,600 la ' 14 8585 14 — 66.085 --• • -so - • 0 + 0.065 hak 11 3% N, $1. 7-84).6 P7,90.572.604_ 14 — 7.500 14 ',66047 tr, b 3(178065950017969572600) .5(7500.166085) — .5(.223) . „I. I - — 0.169 16.9% EdenPr-air-le V„—=— $3 14 — 50.000 14, — 66,085 11 1= - .5( 3500000000 /7969572600).5(50000 /66085) - .5(.439) + .5(.757) — n 220 n z7o - 0.599 59:9% =1 itt l -peree ttagc - 100.1 %, duc to- roundh At the end- o1'-- eac -h - -f} seal-- yeareae1►-- •paat - sha•11 - -- •edited - - for— any-- exeess e-xpenses which- cxcced a- .. .. y ' .. billed. Upon receitiing a bill from the Co a s�. each party shall remit pay ment -el-- the - same -w'it# in 3-0 �la�'s -e th tent tlh ft€ - party- is- finarretally . -ig ccs to indemnify any other party which for any reason assu pa i icnt of its de 'L; in connection with the operation of the Commission. 4) Financial Liability Limited. .... • :a. .. Indent Hanging: 0.5" atted• ndent• Ha — " - ° , A Party's lia n by irtue of being a member of the Commission under th 4'cern nl shall be "• to the extent that it shall not result in any indebtedn or the incurrence of any pecuniary liability for which it shall be necessary t• ev ' °m any year a rate of taxes higher than the maximum �� , d by law o : do any other thing in violation of Minnesota Statute ' c.ctionc ..27 or any .1a er law which shall cause this Agreement to be null d• Nothing contained 1 hi Agreement shall preclude any pa4yParty from pro :g in anv budget for, o .king any expenditure, or selling or issuing bonds, or creating any ingpiness, the payment of principal or interest of ;,shall require the levy o" es which levy may or may not be subject to any maximum levy limitation or limitations prescribed by law. Such party'sPam's obligation to Levy taxes for payment of and to pay any amount to any other pft+-tyPart\, pas )n, or entity from any such tax levy shall be subordinate to and may occur on V,,:; fter provision is made for, the levy of taxes for and the payment o y such e tenditure or indebtedness, the sale of issuance of bonds and the pa i i;11. of p) "cipal or interest thereon. end) Indemn ation Limitation. The liability of each Party for the acts or omission of another Party is governed by - Formatted: Indent: Hanging: 0.5" j 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. 12 9. 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 o r p ublic transit vehicles in such amounts and on such terms as the Commission shall determin-"" vommission may also provide insurance for fire, theft, motor vehicle collision insuranc r d other insurance relating to any of its property, rights, or revenue, or any other risk or ha = ; : t, _ from its activities. The Commission may provide for the insuring of its officers or e L lloyee s:; - nst any other liability, risk, or hazard. 910. DURATION OF AGREEMENT. This Agreement shall continue in force fro *- t•, = subject to hdrawal by a pat yPartl_ or termination by all parties. Parties, Withdra f 1 any partyParty shall be effected by serving written notice thereof upon ti parties -Pa l��,• later than July 1 of the year at the end of which such withdrawal is to effective. Withd fro the Agreement by any pt rt at the end of the calendar yea shad not affect the o'-hsD " ion of any par -t PParty to perform the Agreement for or during the p "'od that the Agreem. is in effect Withdrawal of any pa4tyParty or termination of the Agreem t b all par tie4g tics shall not terminate or limit any liability, contingent. asserted or unas -d, of any' parts -Party arising out of that perry- -- Party's partrcij iron in the Agreement. 4 -011- DISTRIBUTION OF ASSET In the event of w ithdrawal of any paftyPartv from this Agreement, all of the capital assets, real estate, liquid assets. prepaid expenses and cash utilized by the Commission or its desi management services contractor, which the withdrawing par"tyParty may have contribu i • in proportionate share. shall be forfeited to the Commission. In the event of terminatrori)1 is Agreem by all particsPartles, all of the capital assets, real estate, liquid assets, prepay - uses and sh which remain after payment of debts and obligations shall be distributed amon ;, munr� •alities who are parties to this Agreement immediately prior to its termination in acco th the following formula set for in paragraph 7(c) supra.: Each Party shall receive that per.:'' "age of remaining assets determined by dividing the total amount the receiving Party contri uted to the Commission by the total amount contributed by all the Parties that are_ gtiesto thisAg_r immediately prior to its termination. The amount of the distribution to any partyPaa pursuant to this Agreement shall be reduced by any amounts owed by the partyParty to the Commission pursuant to paragraph 7(c) and shall be subject to the party'sPartv's continuing liability pursuant to paragraph- 9Section 10 hereof. 11. -- AR1411=12A ON12. D1SPCFI ; RESO1..,1_`11ON. 13 If the partiesParties are unable to agree upon any matter to be decided by the Commission, any pa'tyParty 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,— witl)- •the- imrties- shapitag. The Parties shall share the costs of such mediation or arbitration equally — (,_other than each parties'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 partiesParties agree to be bound by the results of the arbitration. 4413. COOPERATION EFFORT. 3,4 Each of the partiesParties agrees that it will cooper:: fully :),k s n a timely manner to take the actions necessary to facilitate and accom t forego •rovisions of this Agreement. 4414- EFFECTIVE DATE. This Agreement shall be in full force and effect and after the date of passage and adoption by the governing body of each Party. F •, IN WITNESS WHEREOF, the tin.. s 's`ed 4 upernmenta a esgo‘ennnental units, by action of their governing bodies, have caus this Agreement to be executed in accordance with the authority of Minnesota Statutes §-Section ". 1.59. 14 Icr . 'NATURE Ls - pAGEs Foll_ OWI ,...' 44 .40' .411.4. '.." .11144, --,,, ''''' . . ,. lk itRk ),. V itit o / '- 71 14 . ._ „.. 10404,, v' 15 I FOIaRTH RESTATED JOINT POWERS AGREEMENT CITY OF CHASKA By Its By Its Approved by the City Council of Chaska this day of I302012. i r i e ar° 16 I FOURTH RESTATED JO KT POWER AGREEMENT CITY O CHANHASS N By Its B Its � � � > / Approved by the City Council «Cmhsn \ ©, this a!J , ? Q. « ( ^� � .. © » . ' , , « «a ?\ » % y .,0_, >« < 17 I T RESTATED JOINT POWERS AGREEMENT CITY OF EDEN PRAIRIE By Its __ __.__._..._..... a By % lts_ v Approved by ou Eden Prairie f this day the of City Tune C w 17.,,,,/, E k X ncil 2012. of P. y { K4L . t L F ormatted: Justified _ j 18