HomeMy WebLinkAbout6.j. Approval of MVTA Second Amended and Restated Joint Powers Agreement and Bylaws ROSEMLOUNT EXECUTIVE SUMMARY
CITY COUNCIL
City Council Regular Meeting: September 18, 2012
AGENDA ITEM: Approval of MVTA Second Amended and AGENDA SECTION:
Restated Joint Powers Agreement and Consent
Bylaws
PREPARED BY: Dwight Johnson, City Administrator AGENDA NO. (J,
ATTACHMENTS: Resolution, Letter, Second Amended and
Restated Joint Powers Agreement, APPROVED BY:
Bylaws DX)
RECOMMENDED ACTION: Motion to approve the attached resolution approving the
Second Amended and Restated Joint Powers Agreement and ratifying amended bylaws.
BACKGROUND
Rosemount is a member of the Minnesota Valley Transit Authority (MVTA). Recently, the MVTA Board
recommended approval of an expansion of MVTA membership to include both Dakota County and Scott
County. The Board is also recommending changes to facilitate the future financing of projects through
creation of a "Bond Board." These changes require a change in the Joint Powers Agreement that created
and governs the MVTA as well as the agency's bylaws. These changes require the approval of the
governing body of each member agency.
DISCUSSION
The City Council discussed these pending changes nearly a year ago at a work session on October 12,
2011. One of the issues brought up was what effect the issuance of debt would have on a member who
might wish to leave MVTA in the future. The Rosemount Council debated its membership status in
MVTA in early 2009 but voted to continue its membership. In an email correspondence on October 13,
2011,the following question was posed to MVTA Attorney James Strommen and his answer follows:
"If MVTA issues revenue bonds,will each member be obligated to pay its share of the bonds even if it
drops its membership in MVTA before the bonds are paid off? If the answer is yes, the concern is that
this effectively means no member could drop out until the bonds are paid off. If the answer is no, then I
assume there would be an added burden to the remaining members."
Mr. Strommen's response:
"The short answer to your question .... is no, there would be no pro rata liability or obligation on the part
of the members when an MVTA revenue bond is issued; nor would there be greater pressure on the
remaining members if a bond is issued and a member(s) drop out before the bond is paid off. The bond
would be a separate obligation of the MVTA, backed by the revenues of the MVTA,which comes in large
part from a Minnesota Vehicle Sales Tax formula allocation."
"In addition, paragraph 6 (C) of the amended joint powers agreement provides "The MVTA Bond
Board may issue bonds and obligations only in accordance with express authority granted by the action
of the governing bodies of each Party, which bodies must each approve the Bond Board decision to
issue bonds and obligations."
This information appears to address the concerns brought up in the 2011 discussion of this issue.
RECOMMENDATION
It is recommended that the City Council approve the second amended and restated joint powers
agreement and ratify the amended bylaws as presented.
2
CITY OF ROSEMOUNT
DAKOTA COUNTY, MINNESOTA
RESOLUTION 2012 -
APPROVING SECOND AMENDED AND RESTATED
MVTA JOINT POWERS AGREEMENT AND MVTA BYLAWS
AMENDMENT RATIFICATION
WHEREAS, at its August 29, 2012 meeting, the Minnesota Valley Transit Authority (MVTA)
Board acted to recommend member approval of the proposed amendments to its joint powers
agreement and bylaws;
WHEREAS, the City Attorney for the City of Rosemount has reviewed the Second Amended and
Restated Joint Powers Agreement of the Minnesota Valley Transit Authority and the Bylaws of the
Minnesota Valley Transit Authority and recommends approval, execution and ratification of both
documents; and
WHEREAS, the most significant changes contained in the amendments are the addition of two
new parties to the MVTA Joint Powers Agreement: Dakota County and Scott County; and the
formation of a "Bond Board" to broaden MVTA's project financing capabilities, subject to member
approval;
THEREFORE,be it resolved by the City Council of the City of Rosemount that the Second
Amended and Restated MVTA Joint Powers Agreement is approved and the amendments to the
MVTA By-Laws are ratified.
ADOPTED this 18th day of September by the City Council of the City of Rosemount.
William H. Droste,Mayor
ATTEST:
Amy Domeier, City Clerk
Offices in 470 U.S.Bank Plaza
Kennedy 200 South Sixth Street
Minneapolis Minneapolis,MN 55402
(612)337-9300 telephone
Graven Saint Paul (612)337-9310 fax
St. Cloud www.kennedy-graven.com
C H A R T E R ED Affirmative Action,Equal Opportunity Employer
JAMES M.STROMMEN
Attorney at Law
Direct Dial(612)337-9233
Email:jstommen@kennedy-graven.com
August 30,2012
Dwight Johnson
City Administrator
City of Rosemount
2875 145th Street West
Rosemount, Minnesota 55068-4941
Re: Approval and Execution of Amendments to MVTA Joint Power Agreement,
MVTA Bylaw Amendments Ratification
Dear Mr.Johnson:
At its August 29, 2012 meeting, the MVTA Board acted to recommend member approval of the
proposed amendments to its joint powers agreement and bylaws. Accordingly, we enclose the
following documents for City of Rosemount,City Council approval and execution, and ratification:
1. Second Amended and Restated Joint Powers Agreement of the Minnesota Valley
Transit Authority, in amendment redline and executable forms;
2. Bylaws of Minnesota Valley Transit Authority, as amended, in redline and clean
form (for ratification not execution).
The most significant changes contained in these amendments are the addition of two new parties to
the MVTA Joint Powers Agreement: Dakota County and Scott County; and the formation of a
"Bond Board"to broaden the MVTA's project financing capabilities, subject to member approval.
Please note that your City Attorney has reviewed all of the changes that have now been acted upon
and recommended for approval by the MVTA Board. Pursuant to the MVTA Board's formal action
at its August 29, 2012 meeting,the MVTA requests that the City Council:
1. Act to approve the enclosed amendments to the Joint Powers Agreement;
2. Execute the clean copy of the Second Amended and Restated Agreement and return
it to Robin Selvig at the MVTA(address below);
i
3. Act to ratify the amendments to the MVTA Bylaws. No execution of the Bylaws is
necessary.
Upon completion of the above at the Council's earliest available meeting in September, we ask that
you return the executed Joint Powers Agreement and resolution ratifying the Bylaws to:
Robin Selvig
Minnesota Valley Transit Authority
100 East Highway 13
Burnsville, MN 55337
The MVTA looks forward to completion of this lengthy but successful amendment process with the
necessary approvals from the cities of Apple Valley, Burnsville, Eagan, Rosemount, and Savage,
and the counties of Dakota and Scott. Through this expanded membership and additional financing
authority, the MVTA looks to build further on its twenty-one year record of providing high quality
public transportation to the South Metro area.
Very truly your
KE ► DY&G EN,Al. 'TERED
/ r
James . Str—ommen
MVTA General Counsel
JMS:bjc
Enc.
Cc: Beverley Miller(w/out enc.)
William Droste(w/out enc.)
Charlie LeFevere,Esq. (w/enc.)
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f T
SECOND AMENDED AND RESTATED
JOINT POWERS AGREEMENT OF
THE MINNESOTA VALLEY TRANSIT AUTHORITY
THIS SECOND AMENDED AND RESTATED JOINT POWERS AGREEMENT
("Agreement") is by and among the Cities of Apple Valley, Burnsville, Eagan, Rosemount, and
Savage ("Cities") municipal corporations organized under the laws of the State of Minnesota,
and Dakota County and Scott County ("Counties"), political subdivisions under the laws of
the State of Minnesota. This Agreement amends, restates and replaces the Minnesota Valley
Transit Authority ("MVTA") Joint Powers Agreement adopted in March 1993 and amended in
April 1994 by the Cities of Apple Valley, Burnsville, Eagan, Prior Lake, Rosemount and
Savage, and further amended on March 24, 2011. The Agreement is made pursuant to the
authority conferred upon the Parties by Minnesota Statutes, Sections 473.384, 473.388, and
471.59 and related statutes.
WHEREAS, since 1990, the MVTA has operated as a legislatively-authorized "opt-out"
provider of Metropolitan Transit service in and for the areas of the Cities;
WHEREAS, the Cities seek to modify the structure of the Board of Commissioners and other
related operational terms; and
WHEREAS,Dakota County and Scott County have actively participated on the MVTA Board
as voting members since 1990 and by invitation of the Board and mutual agreement of the Cities and
Counties hereby become Parties to the Agreement.
NOW, THEREFORE, BE IT RESOLVED, in consideration of the mutual covenants
contained herein, it is hereby agreed by and among the Cities and Counties:
1. Name. The name of this joint powers organization is the Minnesota Valley Transit
Authority, also known as the MVTA.
2. Purpose. The purpose of this Agreement is to provide public transit service in and
for persons within the Cities and within the Metropolitan Area pursuant to Minnesota Statutes,
Sections 473.388, 473.384, 471.59 and related statutes.
3. Definitions.
(A) "MVTA" means the organization created by this Agreement.
(B) "BOARD" means the Board of Commissioners of the MVTA.
(C) "MVTA BOND BOARD" means the board established under Section 6 of
this Agreement.
(D) "METROPOLITAN COUNCIL" means the Metropolitan Council as
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established by Minnesota Statutes, Section 473.123.
(E) "PARTY" means any of the Cities or Counties that has entered
into this Agreement.
(F) "TECHNICAL WORK GROUP" is a committee consisting of one staff
member of each City and County represented on the Board, which shall act as technical
advisors to the Board.
4. Parties. The Parties to this Agreement are the Cities of Apple Valley, Burnsville,
Eagan, Rosemount, and Savage, and the Counties of Dakota and Scott. Additional Parties may be
added by the concurrence of all the existing parties. No change in governmental boundaries,
structure, organizational status or character shall affect the eligibility of any Party listed above to
be represented on the MVTA so long as such Party continues 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 MVTA shall be its Board which will consist of seven (7) voting commissioners.
Each Party shall appoint one commissioner, one alternate commissioner, and a staff
member who shall serve on the Technical Work Group. The alternate commissioner and
the Technical Work Group member may be the same person. The commissioner appointed
by each Party shall be a member of that Party's governing body;the alternate commissioner
need not be a member of the Party's governing body. Each Party has one vote. If a Party's
commissioner is not present at a meeting of the Board of Commissioners, the alternate may
vote. Metropolitan Council members who represent the Cities of the MVTA may serve
as non-voting ex officio members of the Board. The terms of office of each
commissioner and alternate commissioner shall be determined by the Party making the
appointment. In January of each year, or as soon thereafter as the Party representatives
to the Board are appointed, the Party shall provide to the MVTA in writing the name(s)
of the appointed representative(s).
(B) A commissioner or alternate may be removed by the Party appointing the
commissioner with or without cause.
(C) Commissioners and alternates shall serve without compensation from the
MVTA.
(D) Four commissioners (including alternates, in the absence of
commissioners) 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 upon the affirmative vote of a majority of the commissioners present
at a meeting,
(E) The Board may adopt Bylaws to govern its meetings.
(F) As the first order of business at the January meeting of each year, the
Board shall elect a chair, a vice chair, a secretary-treasurer, and such other officers as it
391535v11]MS MN455-1
deems necessary to conduct its business and affairs. The current chair shall facilitate
these elections. In the event that the current chair is no longer his/her Party's
representative to the MVTA, the vice chair shall facilitate the election process. In the
event that both the vice chair and chair are no longer its Party's representative to the
MVTA, the Board shall decide on another Board member to preside over the elections.
The newly-elected chair shall then preside over the remainder of the meeting, and all
meetings henceforth until a new chair is elected. In no event may an alternate
commissioner act as an officer of the Board in the absence of the commissioner who
holds that office.
6. MVTA Bond Board.
(A) There is hereby established the board designated as the "MVTA Bond
Board." The MTVA Bond Board shall consist of seven (7) members, each of whom is a
member of the respective Parties' governing body, and is each Party's appointed
commissioner on the Board. If both the Board commissioner and the Board alternate
appointed by a Party are members of that Party's governing body, only the designated
commissioner shall represent that Party on the MVTA Bond Board. In no event shall
any alternate commissioner on the Board serve in any capacity on the MVTA Bond
Board. The terms of office of each member of the MVTA Bond Board shall be the same
as their terms on the Board, determined by each Party as described in Section 5(A).
(B) The MVTA 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 MVTA described in Section 7
hereof.
(C) The MVTA Bond Board may issue bonds and obligations only in
accordance with express authority granted by the action of the governing bodies of each
Party, which bodies must each approve the Bond Board decision to issue bonds and
obligations. The MVTA may not pledge the full faith and credit or taxing power of any
Party to any bonds or obligations issued by the MVTA 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 MVTA Bond Board.
(D) A member of the MVTA Bond Board may be removed by the Party
appointing that member with our without cause; provided that if a member is removed
from the MVTA Bond Board, that person 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 MVTA Bond Board.
(E) The rules for compensation under section 5(C) and for quorum under
section 5(D) also apply to the MVTA Board.
391535v11.1MS MN455-1
(F) Bylaws adopted by the Board under Section 5(E) also apply to the MTVA
Board.
(G) The officers of the MVTA Bond Board shall be the same as the officers
of the Board described in Section 5(F).
7. Powers and Duties of the MVTA.
(A) General. The MVTA has the powers and duties to establish a program
pursuant to Minnesota Statutes, Sections 473.384 and 473.388 to provide public transit
service for persons within the Parties and on such routes within the Metropolitan Area that
the MVTA may operate to provide such service pursuant to the authority granted the
MVTA under Minnesota Statutes, Sections 473.384, 473.388, 16A.88, and other
applicable statutes, if any. The MVTA shall have all powers necessary to discharge its
duties.
(B) The MVTA 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 carry out the purposes of the MVTA.
(C) The MVTA may enter into such contracts to carry out the purposes of the
MVTA.
(D) The MVTA may establish bank accounts as the Board shall from time to
time determine.
(E) The MVTA may employ an executive director whose duties shall be to
administer policies as established by the MVTA. The executive director shall be an
employee of the MVTA. The MVTA shall hire and terminate personnel and provide for
compensation, insurance, and other terms and conditions that it deems necessary.
(F) The MVTA may enter into a contract for management services.
(G) The MVTA may sue or be sued.
(H) The MVTA shall cause to be made an annual audit of the books and
accounts of the MVTA and shall make and file the report to its Members at least once each
year.
(I) The MVTA 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.
(J) The MVTA may contract to purchase services from any one of the Parties.
(K) The MVTA 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
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(together, a"Financing Lease"); and each Party hereby expressly approves and authorizes
any Financing Lease entered into by the MVTA on behalf of the Parties.
8 Operating and Capital Costs, Budgets, and Financial Liability. The MVTA
shall have a fiscal year beginning January 1 and ending
December 31. The executive director shall prepare an estimated budget for the next fiscal year
including an estimate of expenditures, operating costs, capital costs and revenues and submit it to
the Board for preliminary approval. The executive director shall also submit the preliminary
budget to the Parties for comment within thirty (30) days of the date of submittal. The budget
shall be deemed approved by a Party unless the Party objects to the preliminary budget within
said thirty(30) days. The Board shall approve, or approve as modified, a final budget and submit
the final budget by December 15 to the Metropolitan Council for approval. The Board may
adjust the budget from time to time on the basis of actual costs incurred or changes in estimated
revenue or expenditures. In the event of an adjustment of the budget, the Board shall furnish to
each Party a computation of the adjustment.
9. Indemnification. Except as may be otherwise provided in this Agreement, the
parties have transferred all to the MVTA all responsibility and control for actions taken pursuant
to this Agreement. The MVTA shall defend and indemnify the parties, and their officers, elected
officials, employees, and volunteers, from and against all claims, damages, losses, and expenses,
including attorney fees, arising out of the acts or omissions of the Joint Powers 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 MVTA operations. This Agreement does not constitute a waiver on
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 p y ch the officer, employee, or volunteer is
Y �
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. 1 a (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.
10. Insurance. The MVTA shall purchase liability insurance coverage to cover the
activities of the MVTA. The MVTA shall provide all Parties with copies of the liability insurance
coverage documents. The liability insurance coverage shall provide all Parties with sixty (60) days
notice of cancellation, material change or termination of coverage. In the event the liability
insurance coverage is cancelled, or otherwise becomes unavailable, the MVTA shall procure
similar liability insurance coverage from another entity. The MVTA shall purchase insurance in
addition to liability insurance in such amounts and on such terms as the MVTA shall determine.
391535v11 JMS MN455-1
11. Duration of Agreement. This Agreement shall continue in force from the effective
date of this Agreement 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 upon the other
Parties no later than February 15`' 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.
12. Distribution of Assets.
(A) In the event of withdrawal of any Party from this Agreement, the Party shall
not be reimbursed, except that ownership of a capital asset located within the Party limits
of the withdrawing Party that was funded solely with funds levied by the withdrawing
Party pursuant to Minn. Stat. § 473.388, Subd. 7 shall be transferred to said Party by the
MVTA.
(B) In the event of termination of this Agreement by all Parties, all of the assets
which remain after payment of debts and obligations that are not (i) required by terms of
state statutes, federal statutes, or contracts with the Metropolitan Council or federal
agencies to be available for regional use for transit purposes or to be transferred to the
Metropolitan Council or federal agencies or (ii) a capital asset located within the Party
limits of a Party that was funded solely with funds levied by said Party pursuant to
Minn. Stat. § 473.388, Subd. 7 shall be distributed among the Parties to this
Agreement immediately prior to its termination, subject to the terms and requirements of
obligations issued by one or more municipalities pursuant to Minn. Stat. Section 473.388,
Subd. 7, in accordance with the following formula: Each Party shall receive that
percentage of remaining assets determined by dividing the total amount the receiving
Party contributed to the MVTA by the total amount contributed by all the Parties that are
Parties to this Agreement immediately prior to its termination. Ownership of a capital
asset located in the Party limits of a Party that was funded solely with funds levied by
said Party pursuant to Minn. Stat. § 473.388, Subd. 7 shall be transferred to said Party and
ownership of a capital asset contributed by a Party.
(C) The amount of the distribution to any Party pursuant to this Agreement shall be
reduced by any amounts owed by the Party to the MVTA.
13. Effective Date. This Agreement shall be in full force and effect when all seven
(7) Parties, delineated in paragraph 4 above, sign this Agreement as amended and restated
herein. This Agreement may be signed in counterpart. The signed Agreement shall be filed
with the executive director, who shall notify all Parties at the earliest Board meeting of its effective
date.
391535v11 JMS MN455-1
IN WITNESS WHEREOF, the undersigned government 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.
Adopted this day of ,2012
CITY OF APPLE VALLEY
By:
Its:
ATTEST:
By:
Its:
STATE OF MINNESOTA
ss.
COUNTY OF DAKOTA
On this day of 20 , before me a Notary Public within and for
said County personally appeared fit and , to be personally known,
who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk
of the CITY OF APPLE VALLEY, the municipality named in the foregoing instrument, and that
the seal affixed to said instrument was signed and sealed in behalf of said municipality by
authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the
free act and deed of said municipality.
391535v11 JMS MN455-1
Adopted this day of , 2012
CITY OF BURNSVILLE
By:
Its:
ATTEST:
By:
Its:
STATE OF MINNESOTA
ss.
COUNTY OF DAKOTA
On this day of 20 , before me a Notary Public within and for
said County personally appeared fit and , to be personally known,
who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk
of the CITY OF BURNSVILLE, the municipality named in the foregoing instrument, and that
the seal affixed to said instrument was signed and sealed in behalf of said municipality by
authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the
free act and deed of said municipality.
391535v11 JMS MN455-1
Adopted this day of , 2012
CITY OF EAGAN
By:
Its:
ATTEST:
By:
Its:
STATE OF MINNESOTA
ss.
COUNTY OF DAKOTA
On this day of 20 , before me a Notary Public within and for
said County personally appeared fit and , to be personally known,
who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk
of the CITY OF EAGAN, the municipality named in the foregoing instrument, and that the seal
affixed to said instrument was signed and sealed in behalf of said municipality by authority of its
City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and
deed of said municipality.
391535v11 JMS MN455-1
Adopted this day of ,2012
CITY OF ROSEMOUNT
By:
Its:
ATTEST:
By:
Its:
STATE OF MINNESOTA
ss.
COUNTY OF DAKOTA
On this day of 20 , before me a Notary Public within and for
said County personally appeared fit and , to be personally known,
who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk
of the CITY OF ROSEMOUNT, the municipality named in the foregoing instrument, and that
the seal affixed to said instrument was signed and sealed in behalf of said municipality by
authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the
free act and deed of said municipality.
391535v11 JMS MN455-1
Adopted this day of , 2012
CITY OF SAVAGE
By:
Its:
ATTEST:
By:
Its:
STATE OF MINNESOTA
ss.
COUNTY OF SCOTT
On this day of 20 , before me a Notary Public within and for
said County personally appeared fit and , to be personally known,
who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk
of the CITY OF SAVAGE, the municipality named in the foregoing instrument, and that the seal
affixed to said instrument was signed and sealed in behalf of said municipality by authority of its
City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and
deed of said municipality.
391535v11 JMS MN455-1
DAKOTA COUNTY
RECOMMENDED FOR APPROVAL: APPROVED AS TO FORM
By
Its Its
By
COUNTY BOARD RESOLUTION:
No: Date: Date
391535v11 JMS MN455-1
SCOTT COUNTY
RECOMMENDED FOR APPROVAL: APPROVED AS TO FORM
By
Its Its
By
COUNTY BOARD RESOLUTION:
No: Date: Date
391535v11 JMS MN455-1
I I
+ i
SECOND AMENDED AND RESTATED
MVTA JOINT POWERS AGREEMENT
THE MINNESOTA VALLEY TRANSIT AUTHORITY
THIS SECOND,_AMENDED AND RESTATED MVTA JOINT POWERS
AGREEMENT (-'_Agreement-'') is by and among the Cities of Apple Valley, Burnsville, Eagan,
Rosemount, and Savage : - -• - - - . . . - . -- L"Cities;") municipal corporations
organized under the laws of the State of Minnesota, and Dakota County and Scott County
£"CQuuties"IpoliticaJ subdivisions_under the laws of the State of Minnesota. This Agreement
amends, restates and replaces the Minnesota Valley Transit Authority ("MVTAJ Joint Powers
Agreement adopted in March 1993 and amended in April 1994 by the Cities of Apple Valley,
Burnsville, Eagan, Prior Lake, Rosemount and Savage:,_and furtheramended on March 24, 2011.
The Agreement is made pursuant to the authority conferred upon the partiesParties by
Minnesota fie--§Statutes, Sections 473.384, 473.388, and 4 -39:471.59 and related
statutes.
WHEREAS, •- • . - : . .•- _ -. . -since 1990, the MVTA has
operated as a legislatively-authorized "opt-out- provider of Metropolitan Transit Demenstfatiew
Pregram;;service in and for the areas of the Cities;
WHEREAS,the Cities seek to modify the structure of the Board of Commissioners and other
related operational terms; and
WHEREAS,Dakota County and Scott County have actively participated on the MVTA Board
as voting members since 1990 and by invitation of the Board and mutual agreement of the Cities and
I- -t t- • 1 - 1.1. • 1 u -;is :11
NOW, THEREFORE, BE IT RESOLVED, in consideration of the mutual covenants
contained herein, it is hereby agreed by and among the Cities,and Counties:
1. Name. The •- . - . : • . . • •,.ye s' .•'s .s . • . .1. . s •
the Minnesota Valley Transit Authority, also known as the MVTA.
2. Purpose. The purpose of this Agreement is to provide public transit service in and
for persons within the Citiesjind within the Metropolitan Area pursuant to Minnesota Statutes+
473.388., Sections 42131$. 41338L471.59 and related statutes
3. Definitions.
(A) "AUTHORITY""MVTA'' means the organization created by this
Agreement.
391535v I;JMS MN455-1
(B) "_BOARD''-'_ means the Board of Commissioners of the Minnesota-
Valley
herityMV TA.
(C) "COUNCIL" lVTA_BQND BOARD" means the go governing-body-4-a-
pafty4e,board established_under_Secti m 6.f this Agreement.
(D) -'_METROPOLITAN COUNCIL" ' " means the
Metropolitan Council as established by Minnesota Statutes+ Section 473.123.
(E) "'PARTY11_" means any ei-ta • f the Cities or Counties tha
has entered into this Agreement.
(F) "TECHNICAL WORK GROUP'-'"is a committee consisting of one staff-
member of each part.. and each count`city and County represented on the Board,
which shall act as technical advisors to the Board.
4. Parties. - - . •.. ' •- . - . - - - ... - ,the Parties to this Agreement are
the Cities of Apple Valley, Burnsville, Eagan, Rosemount, and Savage(the Cit-'of Prior t ake has
with ). and the Counties of Dakota and Scott. Additional Parties may be added by the
concurrence of all the existing parties. No change in governmental boundaries, structure,
organizational status or character shall affect the eligibility of any pai4yEaty listed above to be
represented on the AuthefityMV�T so long as such paftyPatty continues to exist as a separate
political subdivision.
5. Board of Commissioners.
(A) TheExcept as of erwise provided under Section 6 hereof the governing
body of the AntliefityMYTA shall be its Board which will consist of eiglht n (81)
voting commissioners. Each partyParty shall appoint one commissioner, one alternate
commissioner, and a staff member towho shall serve on the Technical Work Group. The
alternate commissioner and the Technical Work Group member may be the same person.-
The commissioners from the cities Of Burnsville, Eagan, and Apple Valley shall
henceforth be known as the "at large -commissioner" and the "at large alternate"
• , . . • . . . .•• . . . . . • • . . . • -• •-_ The commissioner
appointed by each Party be a member of that Party's governing body; the alternate
commissioner need not be a member of the Party's governing body. Each Party has one
vote. if a Party's commissioner is not present at a meeting of the Board of Commissioners,
the alternate may vote. Metropolitan Council members who represent the same-cities
ascities of the MVTA, may serve as non-voting ex officio members of the Board-e
{1) .. - .
391535v+jj JMS MN455-1
2
. . •. . . . . . _. . _. .. ,
. .. • . . - -•• . : _ - . . • , The terms of office of each commissioner
and alternate commissioner shall be determined by the :. - : .- .. . • . --
appeintment,Party making the appointment. In January of each year, or as soon thereafter as the
Party representatives to the Board are appointed, the Party shall provide to the MVTA in writing
the name(s) of the appointed representative(s).
(B) (C)A commissioner or alternate may be removed by the palsy-ercountyParty
appointing the commissioner with or without cause.
(C� (D) Commissioners and alternates shall serve without compensation from
the AutheFityMVTA.
(D) (E) FiveEoulr commissioners, which must include at least three (3) of
i-he
(including alternates, in the absence of commissioners . .•:.- . -- -. - ',)
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
upon the affirmative vote of a majority of the commissioners present at a meeting, _.,•(F) The Board may adopt - - . - - - - '____
govern its meetings.
(F) (- As the first order of business at the January meeting of each year,
the Board shall elect a chair, a vice chair, a secretarytreasurer, and such other officers as
it deems necessary to conduct its business and affairs. The current chair shall
facilitate these elections. In the event that the current chair is no longer his/her
citytaLtyls representative to the MVTA, the ` ii ice chair shall facilitate the
election process. In the event that both the ` -Chairviee chair and Chair-chair are no
longer its city'Party's representative to the MVTA, the beardBoard shall decide on
another : - •.-- Board member to preside over the elections. The
newly-elected chair shall then preside over the remainder of the meeting, and all
meetings henceforth until a new chair is elected. In no event may an alternate
commissioner act as an officer of the Board in the absence of the commissioner who
holds that office.
6. MVTA Bond Board,
(A) There is hereby established the board designated as the "MVTA Bond
Board." The MTVA Bond Board shall consist of seven (7) members, each of whom is a
member of the respective Parties' governing body, and is each Party's appointed
commissioner on the Board. If both the Board commissioner and the Board alternate
appointed by a Party are members of that Party's governing body, only the designated
commissioner shall represent that Party on the MVTA Bond Board. In no event shall
391535v-1,U JMS MN455-1
any alternate commissioner on the Board serve in any capacity on the MVTA Bond
Board. The terms of office of each member of the MVTA Bond Board shall he the same
as their terms on the Board, determined by each Party as described in Section 5(A),
1B) The MVTA 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 he issued only to carry out the powers and duties of MVTA described in Section 7
hereof.
LC) The MVTA Bond Board may issue bonds and obligations only in
accordance with express authority ganted by the action of the governing bodies of each
Party. which bodies must each approve the Bond Board decision to issue bonds and
obligations. The MVTA may not pledge the full faith and credit or taxing power of any
Party to any bonds or obligations issued by the MVTA 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 MVTA Bond Board.
LW A member of the MVTA Bond Board may by be removed b the Party
appointing that member with our without cause; provided that if a member is removed
from the MVTA Bond Board, that person 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 MVTA Bond Board,
(E) The rules for compensation under section 5(C) and for quorum under
section 5(D) so apply to the MVTA Board.
(F) Bylaws adopted by the Board under Section 5(E) also apply to the MTVA
Board.
LG) The officers of the MVTA Bond Board shall be the same as the officers of
the Board described in Section 5(F).
Z 6 Powers and Duties of the her-ityMVTA.
{-(A) General. The Authe1ityMVTA has the powers and duties to establish a
program
pursuant to Minnesota Statutes-. Sections 473.384 and 473.388 to provide public
transit service _ - - - _ . . , . . -- .. - •.- ., .•-_ . . . _. •-
for persons within the Parties and on such routes within the
Metropolitan Area that the MVTA may operate to provide such service pursuant to the
authority granted the MVTA under Minnesota Statutes, Sections 473.384, 473.388,
16A.88, and other applicable statutes, if any. The AutheFityMVIA shall have all powers
necessary to discharge its duties.
391535v411 JMS MN455-1
(B)($)The AtitheFitylgiTA 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 carry out the purposes of the Authorit}�MVTA.
(C) LC) The AuthefityMVTA may enter into such contracts to carry out the
purposes of the AutherityMVTA.
(D)1DLThe AtithefityMYTA may establish bank accounts as the Board shall from
time to time determine.
(E)(E) The AutherityMVTA may employ an executive director whose duties shall be
to administer policies as established by the ^herityMVTA. The Executive
Directorexecutive director shall be an employee of the Auther-ityMVTA. The
AutherityMYTA shall hire and terminate personnel and provide for compensation,
insurance, and other terms and conditions that it deems necessary.
(F)-(ELThe AethefityMVTA may enter into a contract for management
services.
(G) ((3) The AuthorityMVTA may sue or be sued.
(H) )-I The AutlherityMV TATA shall cause to be made an annual audit of the books and
accounts of the "uMVTA and shall make and file the report to its Members at least
once each year.
(I) th_The AutheFivyM V TA shall maintain books, reports, and records of its
business and affairs which shall be available for and open to inspection by the
partiespartie at all reasonable times.
(J) IJ) The AutherityMVTA may contract to purchase services from any one of the
partiesParties.
11 --• . • . da •-n -i O . .41 • 1/ • • • , - • • ' •
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 MVTA on behalf of the Parties,
(A) The Authority Operating and Capital Costs, Budgets, and
Financial Liability. The MVTA shall have a fiscal year beginning January 1 and ending
December 31. e - . . - . - . . - .., -- - - . . _ ! . ,The.executive director
shall prepare an estimated budget for the next fiscal year including an estimate of
expenditures, operating costs, capital costs and revenues and submit it to the Board for
preliminary approval. The Executive Directorexecutive director shall also submit the
391535v411 JMS MN455-1
4
preliminary budget to the partiesFarties for apprevalcomment within thirty (30) days of the
date of submittal. The budget shall be deemed approved by a paftyfluty unless the paw
disapprovesParty objects to the preliminary budget within said thirty (30) days. The Board
shall - . . . . . . . . . . . - - - - . - - . . . . _ _
submitted. • • • - • . • • • - 1/ ••• , -• 1 . • • , - . 1 • • 11• I - 1 1 . • .! s ' •
December 15 to the Metropolitan Council, or its successor, for approval. The Board may
adjust the budget-may-be-adjusted from time to time on the basis of actual costs incurred or
changes in estimated revenue or expenditures. In the event of an adjustment of the budget,
thlerethe Board shall be f•mishedfurnish to each partyParty a computation of the
adjustment.
(-11) . . ... -
. . . _ . . . . . . _. . . . .. . . .
: "•'.' ' • •
Indemnification. Except as may be otherwise provided in this
Agreement, the parties have transferred all to the MVTA all responsibility and control for
Actions taken pursuant to this Agreement. The MVTA shall defend and indemnify the
parties, and their officers, elected officials, employees, and volunteers, from and against
all claims, damages, losses, and expenses, including attorney fees, arising out of the acts
or omissions of the Joint Powers 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
MVTA operations. This Agreement does not constitute a waiver on 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 Mirjlesota Statutes, Section 471.59, subd. la (a), provided further that for
purposes of that statute, each party tQlhis 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 willing to be responsible for such acts or omissions of the other parties.
IQ-. Insurance. The Autber-ityMVTA shall purchase liability insurance
coverage to cover the activities of the AutherityMVTA. The Aether-ityMVTA shall provide all
partiesParties with copies of the liability insurance coverage documents. The liability insurance
coverage shall provide all parties arties with sixty (60) days notice of cancellation, material change
or termination of coverage. In the event the liability insurance coverage is cancelled, or
otherwise becomes unavailable, the AuthefityMVTA shall procure similar liability insurance
coverage from another entity. The Autlier-ityMVTA shall purchase insurance in addition to
liability insurance in such amounts and on such terms as the AutherityMVTA shall determine.
9.
391535v411 JMS MN455—I
ILDuration of Agreement. This Agreement shall continue in force
ecfrQm the_effective date of this Agreement from year to year, subject to withdrawal by a
paftyParty or termination by all partiesFarties. Withdrawal by any partyJartv shall be effected by
serving written notice upon the other partiesParties no later than February 15`' of the year at the
end of which such withdrawal is to be effective. Withdrawal from the Agreement by any
partyEarty at the end of the calendar year shall not affect the obligation of any partyParty to
perform the Agreement for or during the period that the Agreement is in effect. Withdrawal of
any partyParty or termination of the Agreement by all partiesParties shall not terminate or
limit any liability, contingent, asserted or unasserted, of any part-yParty arising out of that
partyBartv's participation in the Agreement.
4112. Distribution of Assets.
IALIn the event of withdrawal of any partyparty from this Agreement, the
witlicir-awing-pay shall not be reimbursed, except that ownership of a capital asset
located within the cityPartv limits of the withdrawing partyPaly that was funded solely
with funds levied by the withdrawing partyParty pursuant to Minn. Stat. § 473.388,
Subd. 7 shall be transferred to said partyParty by the Aether-ityMVTA.
(B)_In the event of termination of this Agreement by all partiesPa�, all of the
assets which remain after payment of debts and obligations that are not (i) required by
terms of state statutes, federal statutes, or contracts with the Metropolitan Council or
federal agencies to be available for regional use for transit purposes or to be transferred
to the Metropolitan Council or federal agencies or (ii) a capital asset located within the
cityParty limits of a partyParty that was funded solely with funds levied by said
partyParty pursuant to Minn. Stat. § 473.388, Subd. 7.2 shall be distributed among
the Parties to this Agreement immediately prior to its
termination, subject to the terms and requirements of obligations issued by one or more
municipalities pursuant to Minn. Stat. Section 473.388, Subd. 7, in accordance with the
following formula: Each munieipalityLuly shall receive that percentage of remaining
assets determined by dividing the total amount : - . - . .. • • - - -• ••
Ratty contributed to the AutherityMVTA by the total amount contributed by all the
Parties that are partiesParties to this Agreement immediately prior to
its termination. Ownership of a capital asset located in the eityLuty limits of a partyParty
that was funded solely with funds levied by said partyParty pursuant to Minn. Stat. §
473.388, Subd. 7 shall be transferred to said party, ownersh' of a ca ital asset
contributed by a Party,
SC) The amount of the distribution to any partyPnrty pursuant to this Agreement
shall be reduced by any amounts owed by the partyParty to the AuthefitylVIVIA.
ALI Effective Date. This Agreement shall be in full force and effect when all
seven(7) Parties, delineated in paragraph 4 efabove, sign this Agreementr
ement as amended and restated herein. • - - . . • - - . -
eepy-ThisAgreement may be signed in counterpart. The signed Agreement shall be
filed with the Executive Directorexecutive direct,who shall notify all partiesParties at the
391535v-111 JMS MN455-1
earliest Board meeting of its effective date. _ • _ ,
1 391535v-11l JMS MN455-1
IN WITNESS WHEREOF, the undersigned government 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.
Adopted this 26=clay day of AA&44,-200 5 ,2012
CITY OF APPLE VALLEY
Its:
ATTEST:
By:
Its:
ATTEST:
Pa.VM. azieriA)
STATE OF MINNESOTA
ass.
COUNTY OF DAKOTA
On this 0-7- day of 144 6 1 -5- 20 , before me a
Notary Public within and for said County personally appeared Tilt: 4.1.94.0 611,444-41
and4-- 4— , to be personally known,
who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk
of the CITY OF APPLE VALLEY, the municipality named in the foregoing instrument, and
that the seal affixed to said instrument was signed and sealed in behalf of said municipality by
authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be
the free act and deed of said municipality.
391535v411 JMS MN455-1
Adopted this day of ,2012
CITY OF BURNSVILLE
By:
Its:
ATTEST:
By:
Its:
STATE OF MINNESOTA
sue_.
COUNTY OF DAKOTA
On this day of 20 , before me a Notary Public within and
for said County personally appeared fit and , to be personally
known, who being each by me duly sworn, each did say that they are respectively the Mayor
and Clerk of the CITY OF BURNSVILLE the municipality named in the foregoing
instrument, and that/he seal affixed to said instrument was signed and sealed in behalf of said
municipality by authority of its City Council and said Mayor and Clerk acknowledged said
instrument to be the free act and deed of said municipality.
391535v411 JMS MN455-1
Adopted this day of ,2012
CITY OF EAGAN
By:
Its:
ATTEST:
By:
Its:
STATE OF MINNESOTA
COUNTY OF DAKOTA
On this da of 20 , before me a Notary Public within and
• .'• , 1 _1" •1. . S1 . 1 • 1- 1- •1 .
. 1 •
• • 1. 1-•1 ! 1 1 11 ' 1 . . • •1 • 11.1 1 . I - • - 1 1 " \/ . 1
And Clerk of the CITY OF EAGAN. the municipality named in the foregoing instrument, and
that the seal affixed to said instrument was si ned ant sealed in behalf of said municipality •
. • • S 1 • • • . 1 • . 1 1 • 1 U • • . 1 1 • , 1 1 • "O_-4 •.5 •1 1 11 -1 • O'
the free act and deed of said municipality.
391535v411 JMS MN455-1
Adopted this day of ,2012
CITY OF ROSEMOUNT
By:
Its:
ATTEST:
fly:
Its:
STATE OF MINNESOTA
,ss.
COUNTY OF DAKOTA
On this day of 20 , before me a Notary Public within and
for said County personally appeared fit and , to be personally
known, who being each by me duly sworn, each did say that they are respectively the Mayor
and Clerk of the CITY OF ROSEMOUNT, the municipality named in the foregoing
instrument, and that the seal affixed to said instrument was signed and sealed in behalf of said
municipality by authority of its City Council, and said Mayor and Clerk acknowledged said
instrument to be the free act and deed of said municipality,
3915351/111 JMS MN455-1
•
Adopted this day of ,2012
CITY OF SAVAGE
By: —
ts:
ATTEST:
STATE OF MINNESOTA
COUNTY OF SCOTT
On this day of 20 , before me a Notary Public within and
for said County personally appeared fit and , to be personally
known, who being each by me duly sworn, each did say that they are respectively the Mayor
• - , • I - • _ : : 1 - 11 1. •. I . 11 "S 1 1 ' • ' s1 1s 1 0. 11 ' 1
and that the seal affixed to said instrument was signed and sealed in behalf of said
municipality by authority of its City Council, and said Mayor and Clerk acknowledged said
instrument to be the free act and deed of said municipality,
391535vJ11 JMS MN455-1
DAKOTA COUNTY
RECOMMENDED FOR APPROVAL: APPROVED AS TO FORM
Its Its
By
COUNTY BOARD RESOLUTION:
No: Date:
Date
391535v-111 JMS MN455-1
SCOTT COUNTY
RCOMMENDED FOR APPROVAL: APPROVED AS TO FORM
By
Its Its
By
COUNTY BOARD RESOLUTION;
No: Date:
Date
391535v411 JMS MN455-1
BYLAWS OF MINNESOTA VALLEY TRANSIT AUTHORITY
These Bylaws are effective on the effective date of the Second Amended and Restated Joint
Powers Agreement("Agreement")of the Minnesota Valley Transit Authority("MVTA").
ARTICLE I.
DEFINITIONS
Section 1. The term"party"herein is defined as a member of the Agreement.
Section 2. The term "city" or "cities" herein is defined as the cities of Apple Valley,
Burnsville, Eagan, Rosemount, or Savage, or all of them.
Section 3. The term "county" or "counties" herein is defined as Dakota County or Scott
County, or both of them.
Section 4. The term "Technical Work Group" is a committee consisting of one staff member of
each party which shall act as technical advisors to the Board of Commissioners.
Section 5. The term "Board" is the MVTA Board of Commissioners as defined in the
Agreement.
Section 6. The term "Bond Board" is the MVTA Bond Board as defined in the Agreement.
ARTICLE II.
BOARD OF COMMISSIONERS
The governing body of the MVTA is its Board which consists of seven (7) Commissioners.
Terms of the Commissioners are set by the parties that have appointed them. Unless otherwise
described in the Agreement or these Bylaws, the Bond Board shall operate under the same bylaws as
the Board.
ARTICLE III.
MEETINGS, QUORUM,VOTE REQUIRED FOR ACTION OF THE BOARD AND BOND
BOARD
Section 1. The Board meeting schedules shall be determined by the Board or, when necessary,
as notified. The Bond Board shall meet only to consider issuance of bonds or obligations by special
meeting called pursuant to Section 4 of this Article. Any financing lease, as defined in Section 7(k)
of the Agreement, is not a bond or obligation, and is therefore not subject to approval by the Bond
Board.
Section 2. All Commissioners are expected to attend regular meetings of the MVTA.
Commissioners shall contact the Executive Director prior to the meeting if unable to attend, and shall
notify the alternate Commissioner and request that the alternate Commissioner attend. Two consecutive
absences by a Commissioner, along with the absence of his or her duly seated alternate from regular
meetings shall result in written notification from the Executive Director under the direction of the
Chair to the represented party requesting a replacement be made. The notification shall be sent to the
Commissioner's respective city administrator/manager or chair of the county commission who will be
requested to bring the matter to the attention of his/her city council or county commission. In the event
391531v3 JMS MN455-1
that the Chair and the absentee member are one and the same, the Vice Chair will then give direction to
the Executive Director to carry out the process as mentioned above.
Section 3. In the absence of the Commissioner, the designated alternate for the absent
Commissioner shall act in the place of the Commissioner with all authority of the absent
Commissioner.
Section 4. Special meetings may be called by the Chair, the Executive Director, or any two
Commissioners. Notice of special meetings shall be provided pursuant to applicable statutes.
Section 5. Emergency meetings may be called by the Chair or Executive Director if the delay
needed to call a special meeting would cause serious harm to the MVTA. Only urgent matters needing
immediate attention without delay may be acted upon in an emergency meeting. Notice of an
emergency meeting shall be provided pursuant to applicable statutes.
Section 6. Four Commissioners must be present at a meeting to constitute a quorum. A
quorum is necessary for conducting the business of the Board and exercising its powers.
Section 7. Action of the Board shall require the affirmative vote of a majority of
Commissioners present at a meeting.
Section 8. Meetings shall be conducted in accordance with the provisions of the most current
edition of Robert's Rules of Order.
Section 9. The Board shall act by Resolution with respect to contracts. purchases of buses,
motor vehicles, real estate or leases in excess of five years, Board policies, and any other matter that in
the opinion of legal counsel should be by Resolution.
ARTICLE IV.
COMMITTEES
Section 1. The Board may establish standing and/or temporary committees. Committees may be
comprised of Commissioners and members of the Technical Work Group who may call upon staff, or
outside consultants pursuant to contracts approved by the Board, for assistance and advice as
necessary. Commissioners and members of the Technical Work Group shall be appointed to the
committees annually and when necessary,and assignments shall be reviewed at the February meeting.
ARTICLE V.
OFFICERS
Section I. Officers of the MVTA shall consist of a Chair, a Vice Chair.a Secretary-Treasurer, and
such other officers as the Board deems necessary to conduct its business and affairs. Officers shall be
elected at the regular meeting in January of each year for a term of one year, and shall serve until their
successors have been elected and qualified. The Chair shall be limited to two consecutive one year
terms; provided, however, that the same person may repeat as Chair so long as he or she has not
served as Chair for one year preceding the additional terms.
Section 2. Chair. The Chair shall preside at all meetings of the Board. The Chair shall also
appoint the members of each standing or temporary committee from among the members of the Board
and the Technical Work Group and may designate a chair of each such committee. The Chair and the
Executive Director shall sign and execute all contracts, agreements. deeds, and other documents and
instruments made by or on behalf of the MVTA.
391531v3.1MS MN455-1
Section 3. Vice Chair. In the absence of the Chair, the Vice Chair may exercise all the duties
and powers of the Chair.
Section 4. Secretary-Treasurer. The Secretary-Treasurer of the MVTA shall maintain a record of
all of the proceedings of the Board, provided, however, the taking and preparation of minutes may be
performed by a recording secretary. The Secretary-Treasurer may attest to the signatures or signature
of such officer or officers of the MVTA authorized to execute any document or instrument on behalf
of the MVTA. The Executive Director shall be the official custodian of all of the financial records of
the MVTA under the guidance or direction of the Secretary-Treasurer.
ARTICLE VI.
EXECUTIVE DIRECTOR
The MVTA may employ an Executive Director who shall have general supervisory authority
over administration of all of the business and affairs of the MVTA including, but not limited to,
administration of the transit system or systems provided by the MVTA, contracts for transportation
service, marketing and promotion of such services, as well as recommendations for changes and
additions to the transportation services provided. The Executive Director and the Chair shall sign
and execute all contracts, deeds, and other documents and instruments made by or on behalf of the
MVTA. The Executive Director shall have the care and custody of all funds of the MVTA and shall
deposit the same in the name of the MVTA in such bank or banks as the Board may select. The
Executive Director shall perform such other duties and functions as may be required and be
delegated such authority as determined by written resolution of the Board, from time to time.
Compensation of the Executive Director shall be established by the Board.
ARTICLE VII.
DISBURSEMENT OF FUNDS
Section 1. Disbursement of funds shall be by an order drawn by the Chair and the Executive
Director upon the Secretary-Treasurer. Except when issued for the payment of judgments, salaries,
and wages previously fixed by the Board or by statute, principal and interest on obligations, rent, and
other fixed charges, the exact amount of which has been previously determined by contract authorized
by the Board, and except as provided hereafter. no order shall be issued until the claim to which it
relates has been audited and allowed by the Board. Upon allowance by the Board, a claim may be paid.
Section 2. Any officer or other agent or employee of the MVTA who is authorized, singly or in
conjunction with another or others, to sign checks, drafts, warrants, warrant checks, vouchers, or other
orders on public funds on deposit in a depository bank, may authorize the bank to honor any such
instrument bearing a facsimile of that person's signature and to charge the same to the account upon
which drawn as fully as though it bore his or her manually written signature. Any one or more of all of
the signatures upon any such instrument may be by facsimile as herein provided.
391531v3 JMS MN455-1
ARTICLE VIII.
OFFICIAL NEWSPAPERS
The MVTA designates as its official newspaper the official newspaper designated by the City
of Burnsville.
ARTICLE IX.
AMENDMENTS
These Bylaws may be amended at any regular or special meeting of the Board, but not by the
Bond Board, with the approval of four (4) Commissioners of the Board, provided a copy of the
proposed amendment has been furnished to each Commissioner of the Board at least ten (10) days
prior to the meeting.
Motion to Adopt Bylaws:
Motion Seconded By:
Ayes
391531v3 JMS MN455-1
ADOPTED as amended by the Minnesota Valley Transit Authority this day
2011.
MINNESOTA VALLEY TRANSIT AUTHORITY
BY:
Its Chair
ATTEST:
BY:
Its Secretary
1781721
5
391531v3 JMS MN455-1
BYLAWS OF MINNESOTA VALLEY TRANSIT AUTHORITY
These Bylaws . •• : . . - . - •- '- . : are effective on the effective date of the
Second Amended and Restated Joint Powers Agreement ("Agreement") of the Minnesota Valley
Transit Authority , . "M V TAB
ARTICLE I.
NAME
Authefity4.
ARTICLE II.
PURPOSE
ARTICLE WI.
DEFINITIONS
Section 1. The term -"party'-l" herein is defined as a member of the-Joins Agreement
Section 2. The term -2-"city- or "cities" herein is defined as the cities of Apple Valley,
Burnsville,Eagan, Rosemount,or Savage,or all of them.
Section 3. The term "county'-"' or "counties" herein is defined as Dakota County or Scott
County.-, or both of them.
co, n-Section 4. The term '-"Technical Work Group"'' is a committee consisting of one staff
member of each party andeach-county-which shall act as technical advisors to the Board col
Commissioners.
Section 5. The term "Board-
5 e to Boa d" is the MVTA Board of Commissioners as defined in the
Agreement.
Section 6. The term "Bond Board" is the MVTA Bond Board as defined in the Agreement,
ARTI
-- : :. . - . . . - - : : -- : :. : , -- - CLE
necessary, ., fea III.
BOARD OF COMMISSIONERS
The governing body of the erityMVTA is its Board which consists of eightseven ($Z)
Commissioners. Terms of the Commissioners are set by the cities and countiesparties that have
appointed them, - -- . . . . - -_ . - . • -
year-tenns. Unless otherwise described in the Agreement or these Bylaws, the Bond Board shall
operate under the same bylaws as the Board.
391531v12 JMS MN455-1
ARTICLE VIII.
MEETINGS,QUORUM,VOTE REQUIRED FOR ACTION OF THE BOARD AND BOND
BOARD
ecti.n 1. The Bo.rd m--tin• hedules shall •- • - e ire. . th- Bo.r. .r when nece
as notified. The Bond Board shall meet only to consider issuance of bonds or obligations by
.ecial m-- ins . -s . r at t. - ti.• 4 • his Articl- fin.ncin' ease a defined
in Section 7(k) of the Agreement, is not a bond or obligation, and is therefore not subject to
approval by the Bond Board.
Section 2. All Commissioners are expected to attend regular meetings of theme MVTA.
Commissioners shall contact the Executive Director prior to the meeting if unable to attend, and
shall notify the alternate Commissioner and request that the alternate Commissioner attend.Two
consecutive absences by a Commissioner, along with the absence of his or her duly seated
alternate from regular meetings shall result in written notification from the Executive Director
under the direction of the Chair to the represented party my requesting a replacement be
made. The notification shall be sent to the Commissioner's respective city
administrator/manager or chair of the county commission who will be requested to bring the
matter to the attention of his/her city council or county commission. In the event that the Chair
and the absentee member are one and the same,the Vice Chair will then give direction to the
Executive Director to carry out the process as mentioned above.
Section 3. In the absence of the Commissioner, the designated alternate for the absent
Commissioner shall act in the place of the Commissioner with all authority of the absent
Commissioner.
Section 4. Special meetings may be called by the Chair, the Executive Director, or any two
Commissioners. Notice of special meetings shall be provided pursuant to applicable statutes.
Section 5. Emergency meetings may be called by the Chair or Executive Director if the delay
needed to call a special meeting would cause serious harm to . . . . .
Antlierythe MVTA. Only urgent matters needing immediate attention without delay may be
acted upon in an emergency meeting. Notice of an emergency meeting shall be provided
pursuant to applicable statutes.
Section 6. -Five Four Commissioners, - - . •- . . - .
must be present at a meeting to constitute a quorum. A quorum is
necessary for conducting the business of the Board and exercising its powers.
Section 7. Action of the Board shall require the affirmative vote of a majority of
Commissioners present at a meeting, . - . . ., .. . . . _ . . . .appointed-by-a-party.
Section 8. Meetings shall be conducted in accordance with the provisions of the most current
edition of Robert's Rules of Order.
Section 9. The Board shall act by Resolution with respect to contracts. purchases of buses,
motor vehicles, real estate or leases in excess of five years, Board policies, and any other matter
that in the opinion of legal counsel should be by Resolution.
ARTICLE VIIV.
COMMITTEES
391531v42 JMS MN455-1
Section 1. The Board may establish standing and/or temporary committees. Committees may
be comprised of Commissioners and members of the Technical Work Group who may call upon
staff, or outside consultants pursuant to contracts approved by the Board, for assistance and advice
as necessary. Commissioners and members of the Technical Work Group shall be appointed to the
committees annually and when necessary, and assignments shall be reviewed at the February
meeting.
ARTICLE VIIV.
OFFICERS
Section I. Officers of the AutliefityMVTA shall consist of a Chair, a Vice Chair. a Secretaryra_
Treasurer, and such other officers as the Board deems necessary to conduct its business and
affairs. Officers shall be elected at the regular meeting in January of each year for a term of one
year, and shall serve until their successors have been elected and qualified. The Chair shall be
limited to two consecutive one year terms; provided, however, that the same person may
rq.-a . e long as h- or h- h. • -rve, . hair or on- ear •rec-Iin• th-
additional terms.
Section 2. Chair. The Chair shall preside at all meetings of the Board. The Chair shall also
appoint the members of each standing or temporary committee from among the members of
the Board and the Technical Work Group and may designate a chair of each such committee.
The Chair and the Executive Director shall sign and execute all contracts, agreements. deeds,
and other documents and instruments made by or on behalf of the AuthepiMVTA.
Section 3. Vice Chair. In the absence of the Chair, the Vice Chair may exercise all the duties
and powers of the Chair.
Section 4. Secretary-Treasurer. The Secretary-Treasurer of the AutlieFityMVTA shall maintain a
record of all of the proceedings of the Board, provided, however, the taking and preparation of
minutes may be performed by a recording secretary. The Secretary-Treasurer may attest to
the signatures or signature of such officer or officers of the AutlieFityMYM authorized to
execute any document or instrument on behalf of the • . : - _ •: .
The Executive Director shall be the official custodian of all of the financial records of the
AutliefityMVTA under the guidance or direction of the Secretary-Treasurer.
ARTICLE VI.
EXECUTIVE DIRECTOR
The Authefit-yMVTA may employ an Executive Director who shall have general supervisory
authority over administration of all of the business and affairs of the AutheFityMVTA including,but
not limited to, administration of the transit system or systems provided by the AutheFityMVTA,
contracts for transportation service, marketing and promotion of such services, as well as
recommendations for changes and additions to the transportation services provided. The
Executive Director and the Chair shall sign and execute all contracts,deeds,and other documents
and instruments made by or on behalf of the AuthefityMVTA. The Executive Director shall have
the care and custody of all funds of the AutheFityMVTA and shall deposit the same in the name of
the AutheFiMVTA in such bank or banks as the Board may select. The Executive Director shall
perform such other duties and functions as may be required and be delegated such authority as
determined by written resolution of the Board, from time to time-by4he Board. Compensation of
3
the Executive Director shall be established by the Board.
391531v4 2 JMS MN455-1
ARTICLE lxvII.
DISBURSEMENT OF FUNDS
Section 1. Disbursement of funds shall be by an order drawn by the Chair and the Executive
Director upon the Secretary-Treasurer. Except when issued for the payment of judgments,
salaries, and wages previously fixed by the Board or by statute, principal and interest on
obligations, rent, and other fixed charges, the exact amount of which has been previously
determined by contract authorized by the Board, and except as provided hereafter. no order
shall be issued until the claim to which it relates has been audited and allowed by the Board.
Upon allowance by the Board, a claim may be paid.
Section 2. Any officer or other agent or employee of the AuthecityMVTA who is authorized,
singly or in conjunction with another or others, to sign checks, drafts, warrants, warrant checks,
vouchers, or other orders on public funds on deposit in a depository bank, may authorize the
bank to honor any such instrument bearing a facsimile of that person's signature and to charge
the same to the account upon which drawn as fully as though it bore his or her manually written
signature. Any one or more of all of the signatures upon any such instrument may be by
facsimile as herein provided.
391531v--21MS MN455-1
ARTICLE XVIII.
OFFICIAL NEWSPAPERS
The AuthefityMVTA designates as its official newspaper the official newspaper designated by
the City of Burnsville.
ARTICLE XIIX.
AMENDMENTS
These Bylaws may be amended at any regular or special meeting of the Board, but not by the
Bond Board, with the approval of €rvefour (54) Commissioners of the Board, which must
• - - - . ... .. , provided a copy of the proposed
amendment has been furnished to each Commissioner of the Board at least ten(10) days prior to the
meeting - .• . • . . . • .. .
Motion to Adopt Bylaws: Elizabeth Kautz
Motion Seconded By: Cathy Busho
Ayes 7 Nayes n
391531v4-2 JMS MN455-1