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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.) 410224v1 JMS MN455-1 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 391535v11 JMS MN455-1 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 391535v11 JMS MN455-1 (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