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D-1-4. Designation of Official Newspaper; Appointment of Acting Mayor; Appointments to the Fire Relief Association Board of Trustees; Appointment to the SouthWest Transit Commission • � w 9 S CITY OF ClIANIIASSEN Chanhassen isa Community for Life-Providing for Today and Planning for Tomorrow NH AS MEMORANDUM TO: Mayor and City Council FROM: Todd Gerhardt, City Manager DATE: January 9, 2017 6 SUBJ: Organizational Items PROPOSED MOTION: The Chanhassen City Council makes the following appointments: a. Chanhassen Villager as its official newspaper; b. Council Member as Acting Mayor; and c. Council Member and the Finance Director be appointed to the Fire Relief Association Board of Trustees. d. Council Member to the SouthWest Transit Commission for a three-year term. Approval requires a simple majority vote of the council. BACKGROUND The following items require council action as a part of the first meeting of 2017: Official Newspaper: The city council must designate an official newspaper that meets qualifications of state statute. The Chanhassen Villager has submitted a request for this designation. Their price per column inch is $12 for the first insertion and $8.75 per column inch for subsequent insertions (no change from 2016 rates). Residents may either subscribe or request a free subscription be delivered to their home. Staff recommends that the Chanhassen Villager be appointed as the city's official newspaper. Acting Mayor: The council should select one of its members to serve as acting mayor. The acting mayor will preside over council meetings, stand in at ceremonies, and execute official city documents in the absence of the mayor. PH 952.227.1100• www.ci.chanhassen.mn.us • FX 952.227.1110 7700 MARKET BOULEVARD • PO BOX 147 • CHANHASSEN • MINNESOTA 55317 Mayor& City Council January 9, 2017 Page 2 Appointments to the Fire Relief Association Board of Trustees: The Chanhassen Fire Relief Association Board of Trustees oversees all financial and pension matters for the association. This includes oversight of pension investments, amendments to bylaws, and a special discretionary fund that is raised through donations and fundraising. The board meets quarterly. State statute requires that the board have three municipal trustees, including one elected official (currently Councilman McDonald), one elected or appointed official (currently Finance Director Greg Sticha), and the fire chief(currently Chief Don Johnson). Staff recommends that the council appoint one of its members and the Finance Director to the Fire Relief Association Board. According to state statute, these appointments are made annually. SouthWest Transit Commission: As part of the Fifth Restated Joint Powers Agreement for SouthWest Transit, each party to the agreement must provide two commissioners; one a member of the party's governing body (Seat A) and one of whom shall be a member of the party's governing body or a resident who resides in the jurisdiction of that member(Seat B). Currently Councilman Jerry McDonald and Mayor Denny Laufenburger occupy seats A and B, respectively. Jerry McDonald's term expires on December 31 of this year. Denny Laufenburger's term does not expire until 12/31/2017. The council should select one of its members to serve a three-year term expiring 12/31/2019. If you have any questions,please contact me. ATTACHMENTS 1. Letter from Chanhassen Villager dated December 13,2016. 2. Minnesota Statute 331A.04 concerning Appointment of Official Newspapers 3. Minnesota Statute 424A.04 concerning Volunteer Fire Relief Associations: Board of Trustees. 4. SouthWest Transit Commission Fifth Restated Joint Powers Agreement. g:\user\karen\org mtg 2017.docx ChanhassenVillager RECEIVED December 13, 2016 DEC 1 5 2016 Mr.Todd Gerhardt CITY OF CHAAIHASSEN City of Chanhassen 7700 Market Boulevard Chanhassen, Minnesota 55317 Dear Mr. Gerhardt, Please consider our request for appointment of the Chanhassen Villager as the official newspaper for the City of Chanhassen in 2017. We recognize that financial challenges are being faced by most government bodies, and feel very strongly that the publishing of legal notices in the newspaper is of vital importance to local residents who wish to stay informed about the decisions being made by your elected body.Consequently, a per-inch rate of$6.22 is submitted for the coming year, which reflects no increase over the current rate charged. We would stipulate that the city follow its normal procedure of submitting legal notices in generic text format of as Microsoft Word documents via e-mail. Legal notices requiring special handling will be billed at the rate of$12 per column inch for the first insertion and $8.75 per column inch for subsequent insertions. Notices submitted by the City of Chanhassen will continue to be posted on our newspaper website, www.chanvillager.com, free of charge. Our legal notice deadline is at noon on Thursday, preceding the following week's publication date; during holiday weeks the deadline may be advanced. Thank you for the opportunity to be of service to you in the past.We hope that relationship can be continued in the coming year. Respectfully, IAAp-tz.0 a . Laurie A. Hartmann Director of Operations 123 West Second Street,Chaska,Minnesota 55318 •(952)445-3333 1 MINNESOTA STATUTES 2016 331A.04 331A.04 DESIGNATION OF A NEWSPAPER FOR OFFICIAL PUBLICATIONS. Subdivision 1.Priority.The governing body of a political subdivision,when authorized or required by statute or charter to designate a newspaper for publication of its public notices, shall designate a qualified newspaper in the following priority. Subd. 2. Known office in locality.If there are one or more qualified newspapers,the known office of issue of which are located within the political subdivision,one of them shall be designated. Subd.3.Secondary office in locality.When no qualified newspaper has a known office of issue located in the political subdivision,but one or more qualified newspapers maintain a secondary office there,one of them shall be designated. Subd. 4. General circulation in locality. When no qualified newspaper has its known office of issue or a secondary office located within the political subdivision,then a qualified newspaper of general circulation there shall be designated. Subd. 5. Other situations.If a political subdivision is without an official newspaper,or if the publisher refuses to publish a particular public notice,matters required to be published shall be published in a newspaper designated as provided in subdivision 4.The governing body of a political subdivision with territory in two or more counties may, if deemed in the public interest, designate a separate qualified newspaper for each county. Subd. 6. Exception to designation priority. (a)Notwithstanding subdivisions 1 to 3, the governing body of a political subdivision may designate any newspaper for publication of its official proceedings and public notices, if the following conditions are met: (1)the newspaper is a qualified medium of official and legal publication; (2)the publisher of the newspaper furnishes a sworn statement, verified by a recognized independent circulation auditing agency, covering a period of at least one year ending no earlier than 60 days before designation of the newspaper, stating that the newspaper's circulation reaches not fewer than 75 percent of the households within the political subdivision; (3)the newspaper has provided regular coverage of the proceedings of the governing body of the political subdivision and will continue to do so; and (4)the governing body votes unanimously to designate the newspaper. (b) If the circulation of a newspaper designated under this subdivision falls below 75 percent of the households within the political subdivision at any time within the term of its designation as official newspaper, its qualification to publish public notices for the political subdivision terminates. Subd.7.Joint bidding.A bid submitted jointly by two or more newspapers for the publication of public notices must not be considered anticompetitive or otherwise unlawful if the following conditions are met: (1)all of the qualified newspapers in the political subdivision participate in the joint bid; (2)the existence of the joint bid arrangement is disclosed to the governing body of the political subdivision before or at the time of submission of the joint bid; and Copyright©2016 by the Revisor of Statutes,State of Minnesota.All Rights Reserved. 331A.04 MINNESOTA STATUTES 2016 2 (3)the board is free to reject the joint bid and, if it does, individual qualified newspapers do not refuse to submit separate bids owing to the rejection of the joint bid. History: 1984 c 543 s 23; 2003 c 59 s 1; 2004 c 182 s 14 Copyright©2016 by the Revisor of Statutes,State of Minnesota.All Rights Reserved. 1 MINNESOTA STATUTES 2016 424A.04 424A.04 VOLUNTEER RELIEF ASSOCIATIONS; BOARD OF TRUSTEES. Subdivision 1. Membership. (a) A relief association that is directly associated with a municipal fire department must be managed by a board of trustees consisting of nine members.Six trustees must be elected from the membership of the relief association and three trustees must be drawn from the officials of the municipalities served by the fire department to which the relief association is directly associated.The bylaws of a relief association which provides a monthly benefit service pension may provide that one of the six trustees elected from the relief association membership may be a retired member receiving a monthly pension who is elected by the membership of the relief association.The three municipal trustees must be one elected municipal official and one elected or appointed municipal official who are designated as municipal representatives by the municipal governing board annually and the chief of the municipal fire department. (b)A relief association that is a subsidiary of an independent nonprofit firefighting corporation must be managed by a board of trustees consisting of nine members.Six trustees must be elected from the membership of the relief association, two trustees must be drawn from the officials of the municipalities served by the fire department to which the relief association is directly associated, and one trustee must be the fire chief serving with the independent nonprofit firefighting corporation. The bylaws of a relief association may provide that one of the six trustees elected from the relief association membership may be a retired member receiving a monthly pension who is elected by the membership of the relief association.The two municipal trustees must be elected or appointed municipal officials, selected as follows: (1) if only one municipality contracts with the independent nonprofit firefighting corporation, the municipal trustees must be two officials of the contracting municipality who are designated annually by the governing body of the municipality; or (2) if two or more municipalities contract with the independent nonprofit corporation, the municipal trustees must be one official from each of the two largest municipalities in population who are designated annually by the governing bodies of the applicable municipalities. (c) The municipal trustees for a relief association that is directly associated with a fire department operated as or by a joint powers entity must be the fire chief of the fire department and two trustees designated annually by the joint powers board.The municipal trustees for a relief association that is directly associated with a fire department service area township must be the fire chief of the fire department and two trustees designated by the township board. (d)If a relief association lacks the municipal board members provided for in paragraph (a), (b), or(c) because the fire department is not located in or associated with an organized municipality,joint powers entity,or township,the municipal board members must be the fire chief of the fire department and two board members appointed from the fire department service area by the board of commissioners of the applicable county. (e) The term of the appointed municipal board members is one year or until the person's successor is qualified,whichever is later. (f)A municipal trustee under paragraph(a),(b),(c), or(d)has all the rights and duties accorded to any other trustee,except the right to be an officer of the relief association board of trustees. (g) A board must have at least three officers, who are a president, a secretary and a treasurer. These officers must be elected from among the elected trustees by either the full board of trustees or by the relief association membership,as specified in the bylaws.In no event may any trustee hold more than one officer position at any one time.The terms of the elected trustees and of the officers of the board must be specified Copyright©2016 by the Revisor of Statutes,State of Minnesota.All Rights Reserved. 424A.04 MINNESOTA STATUTES 2016 2 in the bylaws of the relief association, but may not exceed three years. If the term of the elected trustees exceeds one year,the election of the various trustees elected from the membership must be staggered on as equal a basis as is practicable. Subd. 2. Fiduciary duty. The board of trustees of a relief association shall undertake their activities consistent with chapter 356A. Subd. 2a. Fiduciary responsibility.In the discharge of their respective duties,the officers and trustees shall be held to the standard of care specified in section 11 A.09.In addition,the trustees shall act in accordance with chapter 356A. Each member of the board is a fiduciary and shall undertake all fiduciary activities in accordance with the standard of care of section 11A.09, and in a manner consistent with chapter 356A.No fiduciary of a relief association shall cause a relief association to engage in a transaction if the fiduciary knows or should know that the transaction constitutes one of the following direct or indirect transactions: (1)sale or exchange or leasing of any real property between the relief association and a board member; (2)lending of money or other extension of credit between the relief association and a board member or member of the relief association; (3)furnishing of goods, services,or facilities between the relief association and a board member; or (4)transfer to a board member,or use by or for the benefit of a board member,of any assets of the relief association. A transfer of assets does not mean the payment of relief association benefits or administrative expenses permitted by law. Subd. 3. Conditions on relief association consultants. (a)If a volunteer firefighter relief association employs or contracts with a consultant to provide legal or financial advice, the secretary of the relief association shall obtain and the consultant shall provide to the secretary of the relief association a copy of the consultant's certificate of insurance. (b)A consultant is any person who is employed under contract to provide legal or financial advice and who is or who represents to the volunteer firefighters relief association that the person is: (1) an actuary; (2)a certified public accountant; (3)an attorney; (4)an investment advisor or manager, or an investment counselor; (5)an investment advisor or manager selection consultant; (6)a pension benefit design advisor or consultant;or (7)any other financial consultant. History: 1979 c 201 s 14; 1980 c 607 art 15 s 12; 1981 c 224 s 210; 1983 c 219 s 8; 1989 c 319 art 8 s 27;2000 c 461 art 15 s 10; 1Sp2001 c 10 art 16 s 1; 1Sp2005 c 8 art 9 s 14;2009 c 169 art 10 s 38;2012 c286art 12s16 Copyright©2016 by the Revisor of Statutes,State of Minnesota.All Rights Reserved. FIFTH RESTATED JOINT POWERS AGREEMENT THIS FIFTH RESTATED JOINT POWERS AGREEMENT, is made and entered into this day of , 2015, by and between the Cities of Eden Prairie, Chanhassen, and Chaska, all being municipal corporations organized under the laws of the State of Minnesota, pursuant to authority conferred upon the parties by Minnesota Statutes Sections 471.59, 473.384, 473.388, and related statutes. WHEREAS,the Cities of Eden Prairie,Chaska,and Chanhassen completed a Project Study under the Metropolitan Transit Service Demonstration Program, which was established by the Minnesota Legislature under Minnesota Statutes Section 174.265 (1982) (repealed by Laws of Minnesota 1984, Chapter 654, Article 3, Section 153); and WHEREAS, the purpose of the Project Study was to test the efficiency and effectiveness of alternative methods of providing public transit service for communities that are within the metropolitan transit taxing district, but that are not adequately served by existing regular route transit; and WHEREAS, the Replacement Service Program was established by the Minnesota Legislature in 1984 to continue the Metropolitan Transit Service Demonstration Program, under Minnesota Statutes Section 473.388; and WHEREAS, the Minnesota Legislature has authorized and appropriated funding for the Replacement Service Program by means of the Minnesota Vehicle Sales Tax and the Metropolitan Area Transit Account, under Minnesota Statutes Sections 16A.88, 297B.09, 473.388, and related statutes; and WHEREAS, each of the parties hereto entered into a Joint Powers Agreement, dated July 21, 1986, which Joint Powers Agreement has since been restated in 1994, 1996, 2005, and 2012; and WHEREAS, each of the parties hereto desires to enter into this Fifth Restated Joint Powers Agreement and has, through the actions of its respective governing bodies, been duly authorized to enter into this Fifth Restated Joint Powers Agreement ("Agreement") for the purposes hereinafter stated. NOW THEREFORE, BE IT RESOLVED, in consideration of the mutual covenants and agreements contained herein, it is hereby agreed by and between the Cities of Eden Prairie, Chanhassen, and Chaska, through their respective City Councils, that: 1. NAME. The Parties hereto hereby create and establish SouthWest Transit. 2. PURPOSE. The purpose of this Agreement and SouthWest Transit is to(i)provide alternative methods of providing public transit service for the Cities of Eden Prairie, Chanhassen, and Chaska and(ii) contract to provide transit and transit planning services to other entities, as approved by the Commission, pursuant to Minnesota Statutes Sections 16A.88, 471.59,473.384, and 473.388. 3. DEFINITIONS. (a) "Commission"means the organization created by this Agreement,the full name of which is SouthWest Transit. (b) "Board"means the Board of Commissioners of SouthWest Transit. (c) "Council"means the governing body of a Party to this Agreement. (d) "Party"means any entity which has entered into this Agreement. (e) "Metropolitan Council" means the regional entity established by Minnesota Statutes Section 473.123. 4. PARTIES. The municipalities which are original Parties to this Agreement are Eden Prairie, Chanhassen, and Chaska. No change in governmental boundaries, structure, organizational status or character shall affect the eligibility of any Party listed above to be represented on the Commission so long as such Party continues to exist as a separate political subdivision. After the effective date of this Agreement, an entity may join the Commission upon all of the following: (i) entering into a consolidation agreement or similar agreement with the Commission, which agreement shall set forth the terms and conditions for adding a new party or Parties including but not limited to: transfer of transit assets, funding and reserves, timing, branding and marketing, existing contracts and agreements, and withdrawal; (ii) filing with the Commission of a resolution duly adopted by the governing body of the proposed new party agreeing to the terms of this Agreement, as amended at the time of said filing,; and (iii)the filing of a resolution by the governing body of each Party approving the addition of the new party. All such resolutions shall be attached to and become a part of this Agreement. The terms and conditions of the consolidation or similar agreement shall supersede the terms of this Agreement unless specifically stated otherwise; 5. BOARD OF COMMISSIONERS. (a) Except as otherwise provided under Section 6 hereof, the governing body of the Commission shall be the Board which will consist of two commissioners from each Party and one at large commissioner, all as appointed as set forth below. 2 (b) Party Commissioners. Each Party shall appoint two commissioners one of whom shall be a member of the Party's governing body("Seat A")and one of whom shall be a member of the party's governing body or a resident who resides in the jurisdiction of that member("Seat B"). A commissioner appointed to Seat A ceases to be a commissioner if the person ceases to be a member of the Party's governing body. A commissioner appointed to Seat B ceases to be a commissioner if the person cease to be a resident of who resides in the jurisdiction of that member. A Party shall appoint a new commissioner in accordance with 5 (b) to serve the remainder of the term created by the vacancy. (c) At Large Commissioner. The Board shall appoint one at large commissioner, which commissioner shall reside or maintain a principal place of business within the jurisdiction of one of the Parties. The at large commissioner shall serve a three year term. An at large commissioner may serve no more than one consecutive term; except that the Board may, in the Board's sole discretion, extend the term for one additional year. (d) Terms. Each party commissioner shall serve a 3 year term on the following schedule: Term 1 —expires December 31, 2015 and every three years thereafter. Term 2 —expires December 31, 2016 and every three years thereafter. Ten-n 3 —expires December 31, 2017 and every three years thereafter. The terms shall be assigned as follows: Party Seat Term Party Seat Term Chanhassen A 2 Eden Prairie A 3 B 3 B 1 Chaska A 1 B 2 The commissioner terms of new parties to the Commission shall be assigned using the following system, which shall continue to repeat in the same order if more than four parties are added. Assignment of terms for new Parties after New Party 4 shall continue in the same manner. If multiple Parties are added at one time the Board shall determine the number of each new party for purposes of term assignments. Party Seat Term Party Seat Term New Party 1 A 1 New Party 3 A 2 B 2 B 3 New Party 2 A 3 New Party 4 A 1 B 1 B 2 3 (e) The appointing Party shall determine the seat a commissioner shall fill, provided that every Party shall appoint one Seat A and one Seat B commissioner. In January of each year, or as soon thereafter as the Party commissioners are appointed, the Party shall provide to the Commission in writing the name(s) of the appointed commissioner(s). (1) A commissioner may be removed by the Party appointing the commissioner, or in the case of the at large commissioner by the Board,with or without cause. (g) The commissioners may receive such compensation as is authorized and established by the Board. (h) A majority of the commissioners of the Board shall constitute a quorum of the Board. Attendance by a quorum of the Board shall be necessary for conducting a meeting of the Board. The Board may take action at a meeting at which a quorum is present upon an affirmative vote of the commissioners present unless hereinafter specified otherwise. (i) 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 commissioner of the Board.A majority vote of all eligible votes of the then existing commissioners of the Board shall be required to adopt any proposed amendment to such rules and regulations. (j) 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. (k) Each Party may appoint, from time to time, one alternate commissioner, which alternate shall be the Party's city manager, city administrator or chief executive officer. In the event a commissioner appointed by a Party is absent from a meeting of the Board the Party's alternate commissioner may serve as a commissioner for that meeting. 6. BOND BOARD. (a) There is hereby established the SouthWest Transit Bond Board ("Bond Board"). The Bond Board shall consist of the Seat A commissioner from each Party. 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(d). 4 (b) In the event the member of the Bond Board appointed by a Party is absent from a meeting of the Bond Board, then the Party's Seat B commissioner, if a member of the Party's governing body, may serve as a member of the Bond Board for that meeting. (c) The Bond Board may issue bonds or obligations on behalf of the Parties,under any law by which any Party may independently issue bonds or obligations,and may use the proceeds of the bonds or obligations to carry out the purposes of the law under which the bonds or obligations are issued;provided that such bonds or obligations shall be issued only to carry out the powers and duties of the Commission described in Section 7 hereof. (d) The Bond Board may issue bonds and obligations only in accordance with express authority granted by the action of the governing bodies of all Parties, which bodies must each approve the Bond Board decision to issue bonds and obligations. The Commission may not pledge the full faith and credit or taxing power of any Party to any bonds or obligations issued by the Bond Board. The bonds or obligations must be issued in the same manner and subject to the same conditions and limitations that would apply if the bonds or obligations were incurred by one of the Parties, provided that any reference to a governmental unit in the statute, law, or charter provision authorizing issuance of the bonds or obligations is considered a reference to the Bond Board. (e) The Bond Board shall have exclusive authority to approve any bonds or obligations of the Commission. (f) A member of the Bond 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 person shall also be deemed removed from the Board; and if a commissioner 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. (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 at which a quorum is present upon an affirmative vote of a majority of the members present 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 identical to the rules and regulations adopted by the Board under Section 5(i). Such rules and regulations may be amended from time to time at either a regular or special meeting of the Bond Board 5 provided that at least ten (1 0) days prior thereto,notice of the proposed amendment has been furnished to each member of the Bond Board. A majority vote of all eligible votes of the then existing members of the Bond Board shall be required to adopt any proposed amendment to such rules and regulations. (j) At the organizational meeting of the Bond Board, and in January of each year thereafter,the Bond Board shall elect a chairperson, a vice chairperson,a secretary- treasurer, and such other officers as it deems necessary to conduct its business and affairs. The duties of the officers shall be designated in the rules and regulations established by the Bond Board. (k) Notices of meetings of the Bond Board shall be provided to all members of the Bond Board and to all members of the Board. (1) Commissioners of the Board who are not members of the Bond Board shall have the right to attend meetings of the Bond Board. Nothing in this Section 6(1) shall be construed to vest in anyone, other than a person duly designated pursuant to Section 6(a) or Section 6(b), the right to vote as a member of the Bond Board. (m) The Bond Board shall report its activities and decisions to the Board at the next regularly scheduled meeting of the Board. 7. POWERS AND DUTIES OF THE COMMISSION. (a) The Commission has the powers and duties to establish a program pursuant to Minnesota 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. (c) The Commission may enter into such contracts with such persons or entities,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 savings and checking, as the Board shall from time to time determine. 6 (e) The Commission may employ a Chief Executive Officer/General Manager,whose duties shall be to have general management authority over administration of all of the business and affairs of the Commission, including, but not limited to: administration of the transit system or systems provided by the Commission; contracts for transportation service; marketing and promotion of such services, as well as recommendations for changes or additions to the transportation services provided;day-to-day operations of the Commission;administration of all personnel matters including hiring, discipline and termination; attendance at all Commission meetings; preparation and submission to the Board of the annual budget; and provision of advice to the Board as to the financial condition and needs of the Commission. The Chief Executive Officer/General Manager shall perform such other duties and functions as may be required from time to time by the Board. The Chief Executive Officer/General Manager shall sign and execute such contracts, agreements, and other documents and instruments made by or on behalf of and approved by the Commission. The Chief Executive Officer/General Manager shall be an employee of the Commission. Compensation of the Chief Executive Officer/General Manager shall be established by the Board. (f) The Commission may enter into employment contracts with other personnel and may provide for compensation,insurance,benefits, and other terms and conditions that it deems necessary. (g) The Commission may, in lieu of directly operating a public transit system or any part thereof, enter into a contract for management services. The contract may provide for compensation, incentive fees, the employment of personnel, and other terms and conditions that the Commission deems proper. (h) The Commission may sue or be sued. (i) The Commission may accept any gifts, grants,or loans of money or other property from the United States, the state, or any person or entity; may enter into any agreement required in connection therewith; may comply with any federal or state laws or regulations applicable thereto;and may hold,use,and dispose of the money or property in accordance with the terms of the gift, grant, loan,or agreement. (j) The Commission shall provide any Party with data and information requested by the Party in accordance with law.The Commission shall prepare such reports,either financial or management, as required by the Metropolitan Council or other governmental units. (k) The Commission shall cause to be made an annual audit of the books and accounts of the Commission and shall make and file the report to the Parties at 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. 7 (1) The Commission shall maintain books, reports, and records of its business and affairs which shall be available for and open to inspection by the Parties at all reasonable times. (m) The Commission may contract to purchase services from any one of the Parties. (n) The Commission may finance the acquisition of any real or personal property under a lease-purchase agreement pursuant to Minnesota Statutes Section 465.71, including without limitation through issuance of certificates of participation in such lease (together, a "Financing Lease"); and each Party hereby expressly approves and authorizes any Financing Lease entered into by the Commission on behalf of the Parties. 8. OPERATING COSTS, BUDGET,AND FINANCIAL LIABILITY. (a) Operating Costs. Operating costs shall include all non-capital costs for the maintenance and operation of the transit system, including, but not limited to, gasoline,oil,lubricants,parts,repairs,labor,and service for any vehicles employed in such operation;insurance premiums;salaries and other direct payments for work or labor in performance of the services furnished by the transit system; indirect costs incurred in the employment of persons for the performance of such services, such as taxes, unemployment compensation, workers' compensation, insurance benefits paid to or accrued for such employees, and any other costs attributable to such employment; and any expenses incurred in connection with contracts for management services. (b) Budget. The Commission shall have a fiscal year beginning January 1 and ending December 31. The Chief Executive Officer/General Manager shall annually prepare an estimated budget for the next fiscal year including an estimate of capital expenditures, operating costs, and revenues. Estimated capital expenditures and operating costs shall be limited to revenues received pursuant to Minnesota Statutes Sections 16A.88, 297B.09, 473.384, 473.388, and 473.39 and estimated revenues to be received from the operation of the transit system. The Board shall review and approve or disapprove the budget. One-twelfth (1/12) of the estimated annual budget shall constitute the estimated monthly budget. The estimated annual and monthly budgets may be adjusted from time to time on the basis of actual costs incurred or changes in estimated revenue. In the event of an adjustment of the budget,there shall be furnished to each Party a computation of said adjustment. (c) Financial Liability Limited. A Party's liability by virtue of being a member of the Commission under this Agreement shall be limited to the extent that it shall not 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 8 any budget for, or making any expenditure, or selling or issuing any bonds, or creating any indebtedness, the payment of principal or interest of which shall require the levy of taxes which levy may or may not be subject to any maximum levy limitation or limitations prescribed by law. Such Party's obligation to levy taxes for payment of and to pay any amount to any other Party, person, or entity from any such tax levy shall be subordinate to, and may occur only after provision is made for, the levy of taxes for and the payment of any such expenditure or indebtedness,the sale of issuance of bonds and the payment of principal or interest thereon. (d) Indemnification Limitation. Except as may be otherwise provided in this Agreement, the Parties hereby transfer to the Commission all responsibility and control for actions taken pursuant to this Agreement. The Commission shall defend, indemnify and hold harmless the Parties, their officers, elected officials, employees, and volunteers, from and against all claims, damages, losses, and expenses,including attorney's fees,arising out of the acts or omissions of the Board or the Bond Board in carrying out the terms of this Agreement or acts or omissions otherwise occurring in the course of carrying out Commission operations. This Agreement does not constitute a waiver of the limitations of liability set forth in Minnesota Statutes, Section 466.04. Nothing herein shall be construed to provide insurance coverage or indemnification to an officer, employee,or volunteer of any Party for any act or omission for which the officer, employee,or volunteer is guilty of malfeasance in office, willful neglect of duty, or bad faith. To the fullest extent permitted by law, actions by the Parties to this Agreement are intended to be and shall be construed as a"cooperative activity" and it is the intent of the Parties that they shall be deemed a "single governmental unit" for the purposes of liability, as set forth in Minnesota Statutes, Section 471.59, Subd. la(a),provided further that for purposes of that statute, each Party to this Agreement expressly declines responsibility for the acts or omissions of another Party. The Parties to this Agreement are not liable for the acts or omissions of another Party to this Agreement except to the extent they have agreed in writing to be responsible for such acts or omissions of the other Parties 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 official's 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 such amounts and on such terms as the Commission shall determine. The Commission may also provide insurance for fire,theft, motor vehicle collision insurance, and other insurance relating to any of its property, rights, or revenue, or any other risk or hazard arising from its activities. The Commission may provide for the insuring of its officers or employees against any other liability, risk, or hazard. 9 10. DURATION OF AGREEMENT. This Agreement shall continue in force from the effective date of this Agreement subject to termination by all Parties. Withdrawal by any Party or Parties shall not affect the duration of this Agreement unless and until all Parties terminate this Agreement and dissolve the Commission. Party withdrawal shall be initiated by serving written notice upon the Commission no later than February 15th of the year at the end of which such Party withdrawal is to be effective. Upon the effective date of such withdrawal, the notice of withdrawal shall be attached to and become a part of this Agreement. Withdrawal from the Agreement by any Party at the end of the calendar year shall not affect the obligation of that Party to perform the Agreement during the period it remains a Party to the Agreement. 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. In the event a Party withdrawal or other change renders one or more provisions of this Agreement inapplicable, those inapplicable provisions shall be severed from the Agreement and the balance of the Agreement shall remain in full force and effect. 11. 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 shall be forfeited to the Commission. In the event of termination of this Agreement by all Parties,the funds in the Capital Reserve Fund and Development Reserve Fund shall be distributed pro-rata among the Cities of Chaska, Chanhassen and Eden Prairie. 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, except for the Capital Reserve Fund and Development Reserve Fund, shall be distributed pro-rata among the then existing Parties. The amount of the distribution to any Party pursuant to this Agreement shall be reduced by any amounts owed by the Party to the Commission and shall be subject to the Party's continuing liability as set forth in Section 10 hereof. 12. DISPUTE RESOLUTION. If the Parties are unable to agree upon any matter to be decided by the Commission, any Party may submit such unresolved dispute for mediation. If the dispute is not resolved by mediation, any Party may then submit the dispute for arbitration. Any mediation or arbitration shall be conducted in accordance with the commercial arbitration rules and mediation procedures of the American Arbitration Association. The Parties shall share the costs of such mediation or arbitration equally,other than each Party's own expenses incurred in presenting its position during the mediation or arbitration proceedings. In the event any dispute is submitted to arbitration, the Parties agree to be bound by the results of the arbitration. 13. COOPERATION EFFORT. 10 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. 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. 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] 11 FIFTH RESTATED JOINT POWERS AGREEMENT CITY OF CHASKA By Its By — Its Approved by the City Council of Chaska this day of ,2015. 12 FIFTH RESTATED JOINT POWERS AGREEMENT CITY OF CHANHASSEN By ial larieje-dr--- Its ykZ t.-t . By - � ,4',t, JU Its z- Approved by the City Council of Chanhassen this am day of ( dA w , 2016. i / �/ I tuar� KAREN J. ENGELHARDT Notaryublic- innesota „;:�My Commission Expires Jan a1,2020 13 FIFTH RESTATED JOINT POWERS AGREEMENT CITY OF EDEN PRAIRIE By Its By Its Approved by the City Council of Eden Prairie this day of , 2015. 14