A SW Metro Joint Powers Agree
A
-
MEMORANDUM
CITY OF
CHANHASSEN
TO:
Mayor & City Council
7700 Market Boutevard
PO Box 147
Chanhassen, MN55317
FROM:
Todd Gerhardt, City Manager
df,
~.
DATE:
June 7, 2005
Administration
Phone: 952.227.1100
Fax: 952.2271110
SUBJ:
Amendment to the SouthWest Metro Transit Joint
Powers Agreement
Finance
Phone: 952.2271140
Fax 952.227.1110
Attached is the amended Joint Powers Agreement that has been approved by the
SouthWest Metro Transit Commission. Staff has invited Ric Rosow, attorney
for SouthWest Metro Transit, to attend Monday's meeting to explain the
proposed changes to the document. Future Agreemention on this item will
include approval of the Joint Powers Agreement by the three founding cities
(Eden Prairie, Chaska & Chanhassen).
Buiiding Inspections
Phone: 952.227.11BO
Fax: 952.227.1190
Engineering
Phone 952.2271160
Fax: 952.227.1170
Pari< & Recreation
Phone: 952.227.1120
Fax: 9522271110
Staff is looking for any questions or concerns the City Council may have on the
proposed changes to the Joint Powers Agreement.
ATTACHMENTS
Recreation Center
2310 Couller Boulevard
Phone 952.2271400
Fax:952.2271404
1.
Amended SouthWest Metro Transit Joint Powers Agreement.
Planning &
Natural Resourtes
Phone: 952.227.1130
Fax 952.2271110
PubiicWorl<s
1591 Park Road
Phone: 952.2271300
Fax: 952.227.1310
Senior Center
Phone 952.2271125
Fax: 952.2271110
Web Site
WNW.ci,challhassen,mn,us
The City of Chanhassen . A growing community with clean lakes, quality schools, a chatming downtown, thriving businesses, winding trails, and beautiful parks. A great place to live, work, and play.
G:\admin\tg\SW Metro Joint Powers Act.doc
THIRD RESTATED JOINT POWERS AGREEMENT
T. _ -_.-- ------------.------------------------
.---------- - ---- ----
THIS JHIRD R]òSTATEp' JOIl'lT P()WER,S ACiREEMENT.is rnadeandenteredinto
this day of ' 2005, 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 § I74.265,
Minnesota Statutes § 473.384,473.388, and/or Minnesota Statutes § 471.59.
WHEREAS, the Cities of Eden Prairie, Chaska, and Chanhassen have completed a
Project Study under the Metropolitan Transit Service Demonstration Program, which was
established in 1982 by the Minnesota Legislature under Minnesota Statutes § 174.265;
WHEREAS, the purpose of this study was to test the efficiency and effectiveness of
alternative methods of providing publish transit service for communities that are within the
metropolitan transit taxing district, but that are not adequately served by existing regular route
transit;
WHEREAS, each of the parties hereto has entered into a Joint Powers Agreement and
seven amendments thereto;
WHEREAS, each of the parties hereto desires to enter into this Jhin:l Restated Joint
Powers Agreemen~ and _has,_ thr0ugh_ the actions of its _resl'ective_ governing bodies, been duly"
authorized to enter into this,Third R,estatedJoint Powers_ Agreement. for thepurposedhereinafter -".
stated; and "
WHEREAS, said local transit tax levy will replace a similar transit tax which would
otherwise be made by the Metropolitan Council.
NOW THEREFORE, BE IT RESOLVED, in consideration of the mutual covenants and
agreements contained herein, it is hereby agreed by and between the Cities of Eden Prairie,
Chaska, and Chanhassen, through their respective City Councils, that:
1. NAME.
The Parties hereto hereby create and establish the SOUTHWEST METRO TRANSIT
COMMISSION.
2. PURPOSE.
The purpose of this Agreement and the SOUTHWEST METRO TRANSIT
COMMISSION 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
Deleted: SECOND
- Deleted: AS AMENDED BY THE
FIRST AMENDMENl1
Deleted: SECOND
Deleted: AS AMENDED BY THE
FIRST AMENDMENT
Deteted: Second
Deleted: as Amended by the First
Amendment
De~ed: Second
Deleted: as Amended by the First
Amendment
Statutes § 473.384 and/or Minnesota Statutes § 473.388 and § 47I.59.
3. DEFINITIONS.
a) "Commission" means the organization created by this Agreement, the full name
of which is the "SOUTHWEST METRO TRANSIT COMMISSION."
b) "Board" means the Board of Commissioners of the SOUTHWEST METRO
TRANSIT COMMISSION.
c) "Council" means the governing body of a party to this Agreement.
d) "Advisory committee" is a committee consisting of the City Manager or chief
Administrator of each party, or his or her designee, which shall act as an advisory
body to the Board.
e) "Party" means any municipality which has entered into this Agreement.
t) "Metropolitan Council" is the regional entity established by Minnesota Statutes §
473.123.
4. PARTIES.
The municipalities which are original parties to this Agreement are Eden Prairie,
Chanhassen, and Chaska. No change in governmental boundaries, structure, organizational
status or character shall affect the eligibility of any party listed above to be represented on the
Commission so long as such party continues to exist as a separate political subdivision.
1,5·
BOARD OF COMMISSIONERS.
a) The governing body of the Commission shall be its Board which will consist of
seven commissioners. Each party shall appoint two commissioners ("'original
commissioners") and a seventh commissioner will be appointed by the parties on
a rotating basis as described below. Class I, 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 3I, 1987, and every three years thereafter. The
term of the each commissioner in Class 2 shall expire on December 31,1988, and
every three years thereafter. The term of each commissioner in Class 3 shall
expire on December 31, 1989, and every three years thereafter. The six original
commissioners shall be appointed to Classes I through 3 by draw, provided that
2
-\ Deleted: ..........·..page Break.....···.... )
no two commissioners appointed by a 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 beginning January I, I988.
As of January I, 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 3 I, 2003, and every three years thereafter. No Class 4 commissioner
shall serve more than two consecutive terms. The successor of each of the
commissioners shall be appointed to the same class as the successor's
predecessor. One commissioner appointed by each party must include a City
Council member, inclusive of the Mayor, currently serving in office. A
commissioner who is a council member of a party shall cease to be a
commissioner, even if the tenn for which the commissioner was appointed has not
expired, if (a) the commissioner ceases to be a member of the Council of the
appointing party, and (b) no other council member of the appointing party is then
a Class 1, 2 or 3 commissioner. In such event, a council member of the
appointing party shall be appointed by the appointing party to serve the remainder
of the term created by the vacancy.
c) A commissioner may be removed by the party appointing him/her with or without
cause.
d) The commissioners may receive such compensation as is authorized and
established by the Board at its first meeting of each year.
e) A majority of the members of the Board shall constitute a quorum of the Board.
Attendance by a quorum of the Board shall be necessary for conducting a meeting
ofthe Board. The Board may take action at a meeting upon an affirmative vote
of a majority of the quorum unless hereinafter specified otherwise.
f) At the organizational meeting or as soon thereafter as it may be reasonably done,
the Board may adopt rules and regulations governing its meetings. Such rules and
regulations may be amended from time to time at either a regular or special
meeting of the Board provided that at least ten (10) days prior thereto, notice of
the proposed amendment has been furnished to each member of the Board. A
majority vote of all eligible votes of the then existing members of the Board shall
be required to adopt any proposed amendment to such rules and regulations.
g) At the organizational meeting of the Board, and in January of each year thereafter,
the Board shall elect a chairperson, a vice chairperson, a secretary, a treasurer, and
such other officers as it deems necessary to conduct its business and affairs. The
duties of the officers shall be designated in the rules and regulations established
by the Board.
3
6. POWERS AND DUTIES OF THE COMMISSION.
a) General. The Commission has the powers and duties to establish a program
pursuant to Minnesota Statutes § 473.384 and/or Minnesota Statutes § 473.388 in
order to (i) provide public transit service; and (ii) to contract to provide transit and
transit planning services to entities as approved by the Commission. The
commission shall have all powers necessary to discharge its duties.
b) The Commission may acquire, own, hold, use, improve, operate, maintain, lease,
exchange, transfer, sell, or otherwise dispose of equipment, property, or property
rights as deemed necessary to cany out the purposes of the Commission.
c) The Commission may enter into such contracts with such persons or corporations,
public or private, to carry out the purposes of the Commission. The Commission
may, if deemed necessary, contract for and purchase such services, equipment,
and functions as the Board deems necessary for the protection of the Commission
and the parties and to implement the provisions of the plan and program. The
Commission has authority to issue obligations in accordance with Chapter 475.
d) The Commission may establish bank accounts, both savings and checking, as the
Board shall from time to time determine.
e)
,The.Commission mayenterintoemployment contracts.with other personnel and
may provide for compensation, insurance, and other tenns and conditions that it
deems necessary. The Commission may emvlov an Executive Director. whose
duties shall be to þ~y'~j~e!l~ral_ f!l_al)~!!e_~_e~_~ ~l!th9JjtY,.()ve! .¡],4I!1inist~_tio!l__or~)15~r.
the business and affairs of the Commission. includine:. but not limited to: '
administration of the transit system or systems orovided bv the Commission:
contracts for transoortation service: marketine: and oromotion of such services. as
well as recommendations for chamœs or additions to the transnortation services
orovided: day to day ooerations of Southwest: administration of all oersonnel
matters includine: hirimz. discioline and termination: attendance of all Commission
meetings: orenare and submit to the Commission the annual budget: and Drovide
advice to the Commission as to the financial condition and needs of Southwest.
The Executive Director shall perform such other duties and functions as may be
required from time to time by the Board. The Executive Director shall sÎS.m and
execute such contracts. aereements. and other documents and instruments made
bv or on behalf of and approved bv the Commission.
f) The Executive Director shall be an emolovee of the Commission. Comoensation
of the Executive Director shan be established bv the Board.
!Ù...-- 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
4
,
Deleted: The Commission may employ
an Executive Director, whose duty shaH
be to administer policies as established
by the Commission. The Executive
Director shall be established by the
Board. Compensation of the EJl:ecutive
Director shall be established by the
Board.
Fonnatted: Font: 12 pt
provide for compensation, incentive fees, the employment of personnel, and other
terms and conditions that the Commission deems proper.
J!) The Commission may sue orbesued.. ·1 Deleted:,
.ù 0 The. Commission ma¥ accept anY gifts, grants,. orloansof moneyor other property. _ - - -{ Deleted: b
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 shallprovide.anyparty with data and information requested by. . - -1 Deleted: ¡
the party in accordance with law. The Commission shall, in the development of
the program and implementation thereof, prepare such reports, either financial or
management, as required by the Metropolitan Councilor other governmental
units.
J0 00 The. COmmissionshan cause to . be made an annual audit of .the books and. . - 1 Deleted: j
accounts of the Commission and shall make and file the report to its Members 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 Councilor other governmental units.
l1. .The. Commission shan maintain books, reports, and records of its business and. . - - -{ Deleted: k
affairs which shall be available for an open to inspection by the parties at all
reasonable times.
JW
J))
_1'he_,Çqmf!1_is,s!on)!l~Y ~q~t~~! ~()__pun:J:1_~~ s,~rv!,c~s, frfJ~_ a~y'<?ne_o_f tþ~ p~i~s,.
. - 1 Deleted: I
The Comßlission ß1aypurchase passenger shelters .without prior approval of any . o' - -{ Deleted: m
of the Councils of the parties to this Agreement. The Commission may, without
prior approval of any of the Councils of the parties to this Agreement, execute an
agreement to purchase real estate for use as Park and Ride lot'i. provided that the 0 -
agreement to purchase such real estate is subject to the approval of the Council of
the City in which such real estate is located.
Deleted: witb the payment of earnest
money not to exceed $5,000.00
7.
- - - - -- -- -
OPERATING COSTS. BUDGET. AND FINANCIAL LIABILITY.
j ~Ieted: ,
a) Operating Costs.
Operating costs shall include all non-capital costs for the maintenance and
operation of the transit system, including, but not limited to, gasoline, oil,
5
lubricants, parts, repairs, labor, and service for any vehicles employed in such
operation; insurance premiums; salaries and other direct payments for work or
labor in performance of the services furnished by the transit system; indirect costs
incurred in the employment of persons for the performance of such services, such
as taxes, unemployment compensation, workers' compensation, insurance benefits
paid to or accrued for such employees, and any other costs attributable to such
employment; and any expenses incurred in connection with contracts for
management services.
b)
Budget.
The Commission shall have a fiscal year beginning January 1 and ending
December 31. The Executive Director shall annually prepare an estimated budget
for the next fiscal year including an estimate of capital expenditures, operating
costs, and revenues. Estimated capital expenditures and operating costs shall be
limited to revenues received pursuant to Minnesota Statutes § 473.384, Minnesota
Statutes § 473.388, and Minnesota Statutes § 473.39 and estimated revenues to be
received from the operation of the transit system. The Board shall review and
approve or disapprove the budget. One-twelfth (1/12) of the estimated annual
budget shall constitute the estimated monthly budget. The estimated annual and
monthly budgets may be adjusted from time to time on the basis of actual costs
incurred or changes in estimated revenue. In the event of an adjustment of the
budget, there shall be furnished to each party a computation of said adjustment.
c) Financial Liability.
The primary annual financial contribution to the Commission of each party shall
be equal to the total amount of assistance which each party receives pursuant to
Minnesota Statutes § 473.384 and Minnesota Statutes § 473.388, including any
local transit tax levied pursuant to Minnesota Statutes § 437.388, Subdivision 7.
Upon receipt any such assistance, including all revenues derived from any local
transit tax, shall be promptly remitted to the Commission. In addition, each party
shall be responsible for annual debts and obligation of the Commission which "
exceed annual revenues in accordance with the following fonnula. ,. I
i.) Liabilitv Formula.
The following variables shall be used in calculating each partv's liabilitv
(market value and households are estimates);
v c = Current total market value for the individual citv as Darty to
Agreement
Vt Current total market value for all cities/all oarties to A2:reement
6
~
,
!
!
I
t
Deleted: Each party shall be liable for
i that percentage of the total annual debts
and obligations which exceed total
annual revenue which is direclly
proportional to that party's primary
annual fmandal contribution in
comparison 10 tbe tolal primary annual
[mandai contributioo by all parties to the
Commission during the year in question.
The Board shall submit a monthly bill to
each party for its proportionate share of
actual expenses whicb exceed actual
revenues. At the end of each fiscal year,
each party shall be credited for any
excess payments made by it during the
year, or billed for its proportionate share
of actual expenses which exceed actual
revenuesforwbichithadnotpreviously
been billed. Upon receiving a bill ftom
the Commission, each party shall remit
payment oflhe same within 30 days. To
the extent thai each party is fmandally
liable pursuant to the above fonnula,
each party hereby agrees to indemnify
any other party which for any reason
assumes payment of its debts in
conn&tion wilh the operation of the
Commission.
He = Current total number of households for individual city as Darty to
A1!reement:
H, Current total number of households for all citieslDarties to
A1!reement: and
Lc = Percenta1!e liability of individual citv as Dartv to A1!reement.
b ~ .5(VdY,) + .5(Hd!:!tj
¡i.)
Illustration.
ADDlication of the formula is illustrated bv the following examDle. which
uses valuations for taxes Davable in 2005. The data is fictitious.
Chanhassen
V, ~ $2.668.913.100
VI ~ $7.969.572.600
H, ~ 8.585
H, ~ 66.085
L, ~ .5(266891310017969572600) + .5(8585/66085)
~ .5(.335) + .5(.129)
~ 0.168 + 0.065
~ 0.233
- 23.3%
Chaska
y, ~ $1.780.659.500
VI ~ $7.969.572.600
Ii. ~ 7.500
!:It ~ 66.085
L, ~ .5(78065950017969572600) + .5(7500/66085)
~ .5(.223) + .5(.113)
~ 0.112 + 0.057
~0.169
-16.9%
Eden Prairie
V, ~ $3.500.000.000
7
t
!
¡
¡
¡:.-c
I
t
i
Ii.
~
"'..,
-[ Fonnatted: Bullets and Numbering]
I:
v, ~ $7.969.572.600
H, ~ 50.000
H, ~ 66.085
L, ~ .5(350000000017969572600) + .5(50000/66085)
~ .5(.439) + .5(57)
~ 0.220 + 0.379
~ 0.599
-59.9%
Total percentage~ 100.1%. due to rounding. .
At the end of each fiscal year. each Darty shall be credited for any excess
oavments made bv it during the Year. or billed for its ofO'oortionate share of actual
expenses which exceed actual revenues for which it had not oreviouslv been
billed. UODO receiving a bill from the Commission. each Darty shall remit
pavrnent of the same within 30 davs. To the extent that each partv is financiallv
liable pursuant to the above formula. each party hereby agrees to indemnify any
other Darty which for any reason assumes oayment of its debts in connection with
the ooeration of the Commission.
d) Financial Liabilitv Limited.
Notwithstanding anything to the contrary contained in paragraph 7 (c) above, each
party's liability under this contract shall be limited to the extent that it shall not
result in any indebtedness or the incurrence of any pecuniary liability for which it
shall be necessary to levy in any year a rate of taxes higher than the maximum
prescribed by law or to do any other thing in violation of Minnesota Statutes §
275.27 or any other law which shall cause this Agreement to be null and void.
Nothing contained in this Agreement shall preclude any party from providing in
any budget for, or making any expenditure, or selling or issuing any bonds, or
creating any indebtedness, the payment of principal or interest of which shall
require the levy of taxes which levy mayor may not be subject to any maximum
levy limitation or limitations prescribed by law. Such party's obligation to levy
taxes for payment of and to pay any amount to any other party from any such tax
levy shall be subordinate to, and may occur only after provision is made for, the
levy of taxes for and the payment of any such expenditure or indebtedness, the
sale of issuance of bonds and the payment of principal or interest thereon.
8
8. INSURANCE.
The Commission shall provide or cause to be provided motor vehicle liability (other than
that applicable to public transit vehicles), general public liability, and public officials liability
insurance in such amounts and on such tenns as the Commission shall detemline, and workers'
compensation insurance. The Commission shall also provide or cause to be provided insurance
insuring against liability arising out of the ownership and operation of public transit vehicles in
such amounts and on such tenns as the Commission shall detennine. The Commission may also
provide insurance for fire, theft, motor vehicle collision insurance, and other insurance relating to
any of its property, rights, or revenue, or any other risk or hazard arising from its activities. The
Commission may provide for the insuring of its officers or employees against any other liability,
risk, or hazard.
9. DURATION OF AGREEMENT.
This Agreement shall continue in force from year to year, subject to withdrawal by a party
or termination by all parties. Withdrawal by any party shall be effected by serving written notice
thereof upon the other parties no later than July I of the year at the end of which such withdrawal
is to be effective. Withdrawal from the Agreement by any party at the end of the calendar year
shall not affect the obligation of any party to perform the Agreement for or during 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.
10. DISTRIBUTION OF ASSETS.
In the event of withdrawal of any party from this Agreement, all of the capital assets, real
estate, 1iquid assets, prepaid expenses and cash utilized by the Commission or its designated
management services, which the withdrawing party may have contributed to in proportionate
share, shall be forfeited to the Commission. In the event of termination of this Agreement by all
parties, all of the capital assets, real estate, liquid assets, prepaid expenses and cash which remain
after payment of debts and obligations shall be distributed among the municipalities who are
parties to this Agreement immediately prior to its termination in accordance with the fonnula set
for in paragraph 7( c) supra. The_amount of thedistribution to_ anY partYl'ursuant to this.
Agreement shall be reduced by any amounts owed by the party to the Commission pursuant to
paragraph 7(c) and shall be subject to the party's continuing liability pursuant to paragraph 9.
I. _. u _. ..u m u_.
II. ARBITRATION.
If the parties are unable to agree upon any matter to be decided by the Commission, any
party may submit such unresolved dispute for arbitration in accordance with the rules of
commercial arbitration of the American Arbitration Association, with the parties sharing the
costs of such arbitration equally (other than each parties' own expenses incurred in presenting its
position during the arbitration proceedings). In the event any dispute is submitted to arbitration,
9
,
,
,
,
,
Deleted: following fonnula subject to
contractual obligations of the
Commission. Each municipality shall
receive that percentage of remaining
assets determined by dividing the total
amount which that municipality
contributed to the Commission during the
previous five years by the total amount
contributed to the Commission over the
previous five years by all the
municipalities who are parties to this
Agreement immediately prior to its
tennination.
Deleted, ,
the parties agree to be bound by the results of the arbitration.
12. COOPERATION EFFORT.
Each of the parties agrees that it will cooperate fully and in a timely manner to take the
actions necessary to facilitate and accomplish the foregoing provisions of this Agreement.
13. EFFECTNEDATE.
This Agreement shall be in full force and effect rrom and after the date of passage and
adoption by the governing body of each party.
INWITNESS WHEREOF, the undersigned Governmental Unites, by action of their
governing bodies, have caused this Agreement to be executed in accordance with the authority of
Minnesota Statutes § 471.59.
I f:\Homc\SMTC-0622\JOINTPOW\1J¡írd.Rc5tate(tJ~A. markcd.d~1'
10
k
-
Formatted: Font: 8 pt
-, Deleted: P:\Home\SMTC-
06221JOINTP0W\2nd Restated as
Amended by the 1st Amendment-final
base.doc
L
THIRD RESTATED JOINT POWERS AGREEMENT
Approved by the City Council of
Chaska this day of
,2005.
,
CITY OF CHASKA
By
Its
By
Its
I]
Deleted: SECOND
Deleted: AS AMENDED BY THE
FIRST AMENDMENT
. Deleted"
THIRD RESTATED JOINT POWERS AGREEMENT
- - - -.. - - - - --- - - - -- - - - - - - - - --
. -
I,
CITY OF CHANHASSEN
- - - - - - - - -- - - - - -
By
Its
By
Its
Approved by the City Council of
Chanhassen this day of
,2005.
12
Deleted: SECOND
Deleted: AS AMENDED BY THE
FIRST AMENDMENT
_I ~Ieted:,
I.
THIRD ¡U;ST A T¡¡;D JOINT_ PO\VEW' -^GIU;El\fE~T
CITY OF EDEN PRAIRIE
By
Its
By
Its
Approved by the City Council of
Eden Prairie this day of
,2005.
13
(
Deleted: SECOND
Deleted: AS AMENDED BY THE
FIRST AMENDMEN-"¡