HomeMy WebLinkAbout9.a. MVTA Merger AgreementROSEMOLII IT EXECUTIVE SUMMARY
CITY COUNCIL
City Council Regular Session: September 2, 2014
AGENDA ITEM: MVTAAgreements AGENDA SECTION:
PREPARED BY: Dwight Johnson, CityAdministrator AGENDA NO. 9 a
ATTACHMENTS: Memo from Jane Kansier, Resolution,
PowerPoint presentation, Agreement to APPROVED BY:
Consolidate with attachments,Memo from
MVTA le al counsel
RECOMMENDED ACTION: Motion to approve the attached resolution approving the Third
Amended and Restated Joint Powers Agreement of the MVTA adding the cities of Prior Lake and
Shakopee as members of the MVTA and ratifying the agreement to consolidate the MV'I'A public transit
services with Prior Lake and Shako ee Transit Services.
BACKGROUND
The attached agreements have been negotiated among the Minnesota Valley Transit Authority(MVTA)
communities and the cities of Prior Lake and Shakopee to join MV'I'A and consolidate services. The
planned effective date is January 1, 2015.
DISCUSSION
The attached memo from Jane Kansier of MV'I'A and the PowerPoint provide details about the
consolidation and some of the detailed steps needed to accomplish it. The Ciry Attorney has reviewed the
agreements and recommends approval. Other MV'I'A member cities are also scheduling approval votes at
this time. A representative of MVTA will be present to discuss this item and answer questions.
RECOMMENDATION
Staff recommends approval of the agreements as prepared and recommended byMV'I'A.
TO: MVTA Board DATE: July 30, 2014
FROM: Jane Kansier
RE: MVTA/B1ueXpress Consolidation Agreement Update
Requested Action
Approve amendments to MVTA's Joint Powers Agreement and approve an Agreement to
Consolidate Public Transit Services with Prior Lake and Shakopee, for presentation to Prior Lake
and Shakopee for their approvals.
Back rg ound
MVTA staff, legal counsel and elected representatives have been working with staff, legal
counsel and elected officials from the cities of Prior Lake and Shakopee to craft a consolidation
agreement. We have worked hard to create a mutually beneficial agreement for all parties. On
Friday, July 25, 2014, the staff and attorneys agreed on a document to bring forward to the
elected bodies for approval.
Attached is a redline version of the Amended Joint Powers Agreement. The changes to the JPA
are intended to simply update the a neement and add the cities of Prior Lake and Shakopee as
members of the MVTA. This amendment inust be ratified and signed by all parties, upon
approval by Prior Lake and Shakopee.
Also attached is the final version of the Ageement to Consolidate, with Exhibits A-G. This
agreement is specific to MVTA, Prior Lake and Shakopee. It identifies the expectations and
responsibilities of the MVTA and the two cities as the inerger moves forward. Some of the
major points of the agreement are:
Establishes an Effective Date which is the date of the signature of the last MVTA
member to approve the JPA. On the Effective Date, Prior Lake and Shakopee become
full meinbers of the MVTA Board. At the same time, staff is authorized to begin the
process of fully consolidating services. This includes obtaining all the necessary
consents, making upgrades to the fleet and so on.
Establishes a Consolidation Date of January 1, 2015, at which time MVTA takes over full
administration of the Prior Lake and Shakopee transit services. For the first few months,
MVTA plans to work with the current providers. Complete integration of the services is
expected to occur in the Spring of 2015, with new schedules, branding, ete.
Establishes a schedule for the transfer of funds. Start-up funds will be transferred to
MVTA within 30 days of the effective date. A second transfer is scheduled for February
15, 2015, to cover operation costs. Transfer of the final transit fund balances will take
place on August 15, 2015.
Establishes a miniinum length of initial membership of three years (until December 31,
2017) for Prior Lake and Shakopee.
States MVTA shall use its best efforts to maintain the existing level of all services
provided to customers in MVTA's system, including Prior Lake and Shakopee, while
seeking to raise the level of all services provided as of the Effective Date to all M VTA
customers.
Requires the cities to include, as part of their annual audit, a sufficiently in-depth review
of transit revenues and expenditures to ensure compliance with all federal and state
requirements.
From a staff and legal counsel perspective, the agreement is beneficial to all parties and is
recommended for approval. Following MVTA Board approval of the Amended JPA and the
Agreement to Consolidate, the documents will be for varded to Prior Lake and Shakopee for City
Council approval. Once the cities have formally approved the Amended JPA, it will be delivered
to current MVTA members for ratification.
Impact
The merger of Prior Lake and Shakopee's transit services with MVTA is consistent with the
2011 Legislative Auditor's report which identified the combining of Opt-Out transit providers as
a means to enhance the cost-effective provision of public transit services. It is also consistent
with MVTA's Strategic Plan in that it will further MVTA's goal to provide increased and
improved transit opportunities south of the river.
With this merger, MVTA will expand its service area west to the Highway 169 corridor, and to
include northern Scott County. MVTA will be responsible for the operational and financial
requirements of providing transit service to this area.
Recommendations
1. Approve the attached resolution approving the Amended JPA and directing the amendments
be submitted to the cities of Prior Lake and Shakopee and to all other member cities for their
approval following approval by both Prior Lake and Shakopee.
2. Approve the attached resolution approving the Agreement to Consolidate Public Transit
Services and direct the agreement be submitted to the cities of Prior Lake and Shakopee for
their ratification of the Agreement.
CITY OF ROSEMOUNT
DAKOTA COUNTY, MINNESOTA
RESOLUTION 2014 -
RESOLUTION APPROVING THIRD AMENDED AND RESTATED JOINT POWERS
AGREEMENT OF THE MVTA ADDING THE CITIES OF PRIOR LAKE AND
SHAKOPEE AS MEMBERS OF THE MVTA AND RATIFYING THE AGREEMENT TO
CONSOLIDATE MVTA PUBLIC TRANSIT SERVICES WITH PRIOR LAKE AND
SHAKOPEE TRANSIT SERVICES
WHEREAS, the Minnesota 'alley Transit Authority (MVTA) is a joint po vers entity
organized pursuant to 1 7innesota Statutes, section 471.59 and Sections 473.384 and 473.388, under
the Second Amended and Restated MV'I'r Joint Po veYS greemcnt stablishing the I Iinnesota
Vallej TYansit Authority, effecri-e OctobeY 12, 2012 (the "JPr"); and
WHEREAS, the 1 1VT has opetated as a legislari-e1-authorized "opt-out" provider of
Metropolitan TYansit Service in and for tl e areas repYesented by I 1''1'A membeYShip since 1990;and
WHEREAS, the City of Rosemount is a member of MV'I'A and has reviewed the proposed
1'hird Amended and Restated JPA adciing the cities of Prior Lake and Shakopee as new MVTA
members;
WHEREAS, die Cin of Rosemount has further re-ie ved the 1-greement to Consolidate
consolidating the public transit sen ices c f Prior Lake and Shakopee into the 'T under the terms
set foYth in the 1-greement;and
WHEREAS, the City of Rosemount deems it to be in its best interests and in the best
interests of the MV"TA to expand MVT'r1 membcrship and transit seivicc territory under the terms sets
forth in the"I'hird mended and Restated JPA and thc Agreement to Consolidate.
NOW THEREFORE BE IT RESOLVED, b- the Council of the Cit- of Rosemount as
follo vs:
1. The City of Rosemount appYO res the Third Amended and Restated JPA.
2. The Mayor and the City Clerk are authorized to sign the'Third lmended and Restatcd JP and
deliver the same to the NTr'.
3. The City of Rosemount ratifies the rlgreement to Consolidate bettveen the 1 1`'"I'r1 and the
Ciries of Prior Lake and Shakope.
ADOPTED this 2"` day of September, 2014, b- the Cit Council of the Cit- of Rosemount.
William H. Droste, 1a}or
ATTEST:
Clarissa Hadler, Cit- Clerk
C r R
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V\.`Shakc 4
Minnesota Valley Transit Authority f ..k Transit t„::
MVTA-Prior Lake-Shako ee p
Mer er g
August 6, 2014 ',
MVTA Commitment
OurVision
The Minnesota Valley Transit Authority is a trusted artner in
trans ortation, serving as an innovative leader moving eo le to
destinations.
Our Focus is Customer Service
i= We want to increase service and partnerships
We do what mal<es sense — we have the ability to mal<e
changes that will result in high quality, efficient service
We are collaborators
Our Ultimate Goal:
Provide increased and improved transportation opportunities
south of the M i nnesota River
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P u rpose
Benefits of consolidation identified by Scott County in
2005 and in 20 I I Legislative Auditor's Report
G reater Efficiencies
Combined administration
Economies of scale
Flexibility in bus route assignments
Provide more transit options for current and future riders
Continue to provide excellent service
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Shared Benefits
Increased and improved service and partnerships
Efficiencies in linlcing trips and sharing buses
Opportunities to add and enhance connections
MVTA Board will collectively mal<e decisions about transit
service south of the Minnesota River
Increased transit representation and advocacy
Reliable approach to transit planning
Opportunity to grow and expand transit south of the
Minnesota River
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Fast Facts
s . £_.
0 . .. . €,
Daily Ridership 10,000 750
Number of Routes 25 5
Service Types
Local, Express, Reverse Circulator, Express, &
Commute, & BRT Reverse Commute
Active Fleet 128 12
2014 Operating Expenses 24.3 million 2 million
Primary Corridors I 35W & Cedar TH I 69
5 parl< & rides
Facilities 6 transit stations 3 parlc & rides
2 bus garages
Service Area Population 224,580 6 I ,327
MVTA platform hours would increase I I % with the addition of Prior Lalce and Shalcopee
6
Guiding Principles Capture Intent
MVTA Service Change Process
Guiding Principles
7a
Focus on Customer Service;
strive to increase service and
Service Change EFfective Record and respond to public
a rtn e rs h i s commerrts;monitor service;
analyr.e ridership
M aintain (at a minimum)Driver training;pocket schedule
produdion;rider notificatioll
existing level o f services
Ma i n ta i n a n d u gra de Final service change in(onnaAOn
60 days before change)
existing ca ital assets
Review overall service lan Drahservicechangein(ormation
ex ress, local, and unmet
needs) and eonsider serviee
Completeplanning/Beginscheduling
3 months before change)
adjustments
Puhlic consulatation&review of service change requests
Establish riorities, based on
4-Smonthsbeforechat e)
u dated service lan
7
Process
Technical Worlc Group (staf reviewed and discussed issues
Tracl<s progress on milestones
Provide regular updates to cities and counties in Monthly Memos
Subcommittees formed as needed to discuss specialized
issues
f Finance
Legal
Elected Worl< Group discussed policy direction and TWG
recommendations
MVTA Board approved final agreement and JPA amendment
Forwarded to Prior Lal<e & Shalcopee for approval
Amended JPA forwarded to MVTA members for approval
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MergerAgreement — Major Points
Establishes an Effective Date
4 The date of the signature of the last MVTA member to approve the
JPA
Amended J PA must be approved by ALL parties
On the Effective Date, Prior Lalce and Shalcopee become full
members of the MVTA Board.
At the same time, staff is authorized to begin the process of fully
consolidating services.
Establishes a Consolidation Date of January I , 20 I 5
MVTA tal<es over full administration of the Prior Lalce and Shalcopee
transit services.
For the first few months, MVTA plans to worlc with the current
providers.
Complete integration of the services is expected to occur in the
Spring of 2015, with new schedules, branding, etc.
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MergerAgreement — Major Points
Includes a list of start-up costs (Exhibit F)
Establishes a schedule for the transfer of funds
Exhibit G:
9.; i u
M.,., ., , w - .. , . , ,:. .. : .,
x.a..M . r fa .s. .s : - n,-
I month after
Transfer Start-Up Costs 410,000 275,000
Effective Date
I -Jan-20 I 5 Consolidation Date
I 5-Feb-2015
Transfer 75% of minimum fund balance
250,000 300,000
amount
I 5-Aug -2015
Transfer remaining 25% of minimum
62,500 75, 000
fund balance amount
I 5-Aug-2015 Transfer any remaining transit balance TBD TBD
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MergerAgreement — Major Points
Establishes a minimum length of initial membership of for
Prior Lalce and Shalcopee.
3 years (until December 3 I , 20 I 7)
States MVTA shall use its best efforts to maintain the
existing level of all services provided to all customers in
MVTA's system, including Prior Lal<e and Shalcopee
Requires Prior Lalce and Shalcopee to audit transit
revenues and expenditures to ensure compliance with all
federal and state requirements.
J PA Amend ment
Adds Prior Lalce and Shalcopee as full members
No other changes to J PA
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Key 014 Milestones
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s_,._ _.,., ._. ''_ _ _...,.,. w _ . c .= _.__ _.::.NF_ :_::,..,.s,s ,, .
January / '
Establish EWG &TWG
February
Worlc to brealc down tasl<s and answer questions Complete
Begin bus reassignment and fund transfer conversations
March Continue document and service reviews Complete
Consideration of points of agreement and Draft JPA
April amendment to include Prior Lalce & Shakopee Complete
EWG/TWG meetings to checl< in and Iceep process on track
May-July • Joint EWG/TWG meeting with final status updates Complete
Prior Lake and Shakopee make decision on JPA/Agreement
August • Submit JPA to other MVTA cities for approval In Process
State Fair Pilot Project
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Key 2014 Milestones
x . F: f en .._..
o . x . . .r _.. n
September • Begin development of marl<eting and publicity for merge
October / • Final JPA approval by all partners
November • Begin crafting other agreements as needed
December • Marketing begins
Prior Lalce and Shalcopee operations transfer to MVTA
J an u ary Celebration and Roll Out
February Initial Fund Transfer
March-May • Fully integrate Prior Lal<e & Shalcopee service into MVTA
August Final Fund Transfer
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AGREEMENT TO CONSOLIDATE PUBLIC TRANSIT SERVICES
THIS AGREEMENT ("Agreeinent") is effective this day of 2014 ("Effective
Date") by, between and among the Minnesota Valley Transit Authority, a municipal joint powers
association ("MVTA"), the City of Shakopee, a Minnesota municipal corporation ("Shakopee")
and the City of Prior Lake, a Minnesota municipal corporation ("Prior Lake"), (collectively
referred to as the "Parties").
RECITALS
A. The Parties each operate public transit service pursuant to Minn. Stat. § 473.384 and §
473.388 and other related statutes otherwise known as "Opt-Out" public transit services.
B. Minnesota law allows municipalities to act in combination to carry out public functions
they are otherwise authorized to perform, including public transit.
C. The 2005 Scott County Unified Transit Management Plan ("UTMP") and the 2011 Office
of Legislative Auditor report identified the combining of Opt-Out transit providers as a
means to enhance the cost-effective provision of public transit services.
D. The Parties have closely reviewed their existing grants, service agreements, short and
long term capital and operational costs and mutual relationships with essential public
transit partners such as the Metropolitan Council; Scott County; and the County Transit
Improvement Board ("GTIB").
E. Technical and Elected Work Groups formed by the Parties have carefully reviewed
financial and operational issues and have agreed on certain Guiding Principles that are
based on a community approach to services changes and are to be followed with the
consolidation of the public transit sen ices of the Parties. Those Guiding Principles are
attached to this Agreement as Exhibit A and incorporated into this Agreement.
F. Based on these premises and on the terms and conditions set forth below, the Parties
deem it to be in their best long term interests to consolidate their respective public transit
services and facilities under the terms and conditions set forth below and for Prior Lake
and Shakopee to become members of the MVTA, creating an expanded MVTA public
transit service operation.
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1. Recitals. The Recitals are made a part of this Agreement.
2. Agreement Effective Date; Full Transit Service Consolidation.
2.1 The Parties acknowledge that this Agreement shall not have any force and effect until
it is (i) duly signed by authorized signatories of t11e MVTA Board and by Prior Lake
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and Shakopee, upon approval of their respective councils of both this Agreeinent and
of that certain Third Amended and Restated Joint Powers Agreement of the
Minnesota Valley Transit Authority("JPA") attached as Exhibit B and (ii) each of the
MVTA members has ratified this Agreement by their respective authorized written
signatures on the JPA. The Parties further acknowledge that the consolidation of
public transit services contemplated by this Agreement requires the transfer and
assignment of all rights, title and ownership interests in those assets of Prior Lake
and/or Shakopee used in the operations of their transit services, including but not
limited to dedicated funds for such services, and requires the consent of third parties
such as the Met Council, Shakopee Mdewakanton Sioux Community and Scott
County as to grants, leases or service agreements. The Parties have reviewed the
tenns and conditions governing such necessary assignments and transfers and believe
that each shall be approved as needed to effectuate this consolidation. The Parties also
agree that all such transfer of these and other necessary conditions to the
consolidation of transit services may not be completed by the date the last MVTA
member signs the JPA. Notwithstanding the above, the Effective Date of this
Agreement shall be the date of the signature of the last MVTA member to approve
the JPA as set forth in Exhibit B. Unless each of the MVTA members sign the JPA
made part of this Agreement, this Agreement shall not have any force or effect.
2.2 On the Effective Date, this Agreement shall be enforceable and the Parties shall
diligently proceed towards the achievement of full consolidation of what were
separate MVTA and Prior Lake/Shakopee Opt-Out transit services into a fully
consolidated system operated by the MVTA, with nine JPA members ("Transit
Service Consolidation").
2.3 The Parties shall use their best efforts to achieve full Transit Service Consolidation
by, but no sooner than, January 1, 2015 ("Consolidation Date").
3. Actions upon Effective Date. The Parties agree that as soon after the Effective Date as
possible, the following shall occur and/or continue until to cornpletion by the identified
Party below:
3.1 MVTA shall issue customer notices, provide all necessary driver and related training
to personnel operating bus services for Prior Lake and Shakopee in accordance with
the Work Plan set forth in Exhibit C, and issue scheduling modifications as set forth
in Exhibit C, attached and incorporated into this Agreement.
3.2 On the Effective Date, Prior Lake and Shakopee shall continue their transit operations
and agree to operate in co npliance with all applicable standards and regulations, and
shall maintain regular communication with MVTA operations staf£ Prior Lake and
Shakopee, with the assistance of MVTA, shall further complete all necessary
transfers and assignments to MVTA of all right, title and interest in Prior Lake and
Shakopee assets and funds used in transit operations, including obtaining all
necessary consents of third parties; the foregoing to be effective on the Consolidation
Date. Upon request, MVTA shall provide administrative assistance to Prior Lake and
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Shakopee in their operation of transit services as they transition such operations to
MVTA by the Consolidation Date. A checklist of said rights, funds and equipment to
be transferred is attached as Exhibit D. Prior Lake and Shakopee further agree to do
all things necessary to effectuate future transfers and assignments that may be
necessary for the Transit Service Consolidation contemplated by this Agreement. If
any transfer, consent or assignment is not obtained from a third party by the
Consolidation Date, the Parties agree that such fact shall not delay the Consolidation
Date if otherwise complete. The Parties agree to pursue the necessary steps to obtain
such transfer, consent or assignment after the Consolidation Date. Notwithstanding
this Section, the fund balance transfers described in Section 4.4 shall be governed
solely by that Section.
3.3 MVTA shall provide all necessary notices to and filings with all public, private and
regulatory bodies of the consolidation and Consolidation Date and shall do all things
necessary to complete the ministerial requirements of the Transit Service
Consolidation.
3.4 Prior Lake and Shakopee representatives to the MVTA Board and MVTA committees
shall be fully participating in MVTA matters.
3.5 Prior Lake and Shakopee shall use best efforts to bring their joint transit services into
compliance with regional policies, including but not limited to fares on the Shakopee
Circulator, and do all things necessary to correct any noncompliance by December 1,
2014 or otherwise with sufficient time prior to the Consolidation Date to avoid fare
increases after the Consolidation Date that are made necessary because of earlier
noncompliance. MVTA agrees to assist Prior Lake and Shakopee in their compliance
with this Section.
4. Assets and Liabilities; Payable and Receivables; No Warranties.
4.1 If not otherwise completed on the Consolidation Date, or as soon thereafter as
reasonably possible, all transit related property, real, personal and mixed, and all and
every other transit related interest of or belonging to either Shakopee or Prior Lake
shall be taken by and deemed to be transferred to and vested in the MVTA without
further act or deed. The title to any interest otherwise vested by deed or otherwise in
Shakopee or Prior Lake shall not revert or otherwise be impaired by reason of the
consolidation. On the Consolidation Date and except as otherwise provided in this
Agreement, all rights of creditors and all liens upon the property rights of Shakopee
and Prior Lake and all debts, liabilities, obligations and duties of Shakopee and Prior
Lake shall attach to MVTA and may be enforced against it to the same extent as the
debts, liabilities, obligations and duties incurred or contracted by Shakopee or Prior
Lake. As of the Effective Date, Prior Lake and Shakopee are unaware of any creditor
rights or liens that would prevent MVTA's use of such property for transit service
operations.
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4.2 On and after the Consolidation Date, all revenue and expenditures incurred for Prior
Lake or Shakopee transit operations shall be assumed by or inure to the benefit of
MVTA. All such transit accounts payable and receivable incurred by Prior Lake or
Shakopee for transit operations prior to the Consolidation Date shall remain as the
sole right or responsibility of Prior Lake or Shakopee, or both, as the case may be,
and Prior Lake and Shakopee shall indemnify, defend and hold MVTA harmless from
and against any claims or liabilities arising out of such payables or receivables
incurred before the Consolidation Date.
4.3 Subject to other provisions in this Agreement, MVTA agrees to assume the
operations of Shakopee and Prior Lake public transit services on the Consolidation
Date.
4.4 Prior Lake and Shakopee shall transfer a minimum fund balance from their joint
transit operations equal to 25% of the Prior Lake and Shakopee budgeted 2015
expenditures ("Minimum Fund Balance"). Any fund balance exceeding the required
Minimum Fund Balance transfer may be expended or legally obligated for transit
related expenses, or allocated for liabilities Prior Lake and Shakopee are responsible
for pursuant to paragraphs 5.1 and 5.2 herein. The Minimum Fund Balance and fund
balances which are not expended or legally obligated for transit related services, or
allocated for a specific purpose as of the Consolidation Date shall be transferred to
MVTA as set forth in Exhibit G, attached and made a part of this Agreement.
4.5 Prior Lake and Shakopee shall transfer their respective rights to the buses and other
equipment to be used in the consolidated transit services (list attached in Exhibit D)
by the Consolidation Date, or as soon thereafter as reasonably possible. Prior Lake
and Shakopee make no warranties or representations to MVTA concerning the
condition of said leased assets, which are subject to MVTA inspection and approval.
Notwithstanding, the foregoing, Prior Lake and Shakopee shall assign to MVTA all
rights Prior Lake and Shakopee have in the manufacturer's or other third party
warranties applicable to buses and other equipment.
5. Liabilities not Assumed by MVTA.
5.1 MVTA shall not assume any responsibility for claims or demands by third parties
against either Prior Lake or Shakopee, or both, relating to their joint transit services,
in which such third parties allege breach of contract, negligence, intentional wrongful
acts or any other claim giving rise to liability of Prior Lake or Shakopee, or both,
where the asserted liability arises prior to the Effective Date of this Agreement,
regardless of whether the claim or demand is made after the Effective Date. Such
obligations and a1I issues arising out of said claims or dernands shall be the sole
responsibility of Shakopee and/or Prior Lake, and they shall defend, indemnify and
hold harmless MVTA from any and all claims or demands arising thereunder. On and
after the Effective Date, Prior Lake and Shakopee agree that they shall promptly
provide MVTA with notice of all proposed transit service contracts or other pending
transactions to allow MVTA to work with Prior Lake and Shakopee, or both, to
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negotiate said contracts or transactions. Unless otherwise agreed, MVTA shall be the
signatory on all contracts entered relevant to transit services provided by or for either
Prior Lake or Shakopee. MVTA further agrees that after the Effective Date and until
the Consolidation Date, MVTA shall promptly provide designated representatives
from Prior Lake and Shakopee notice of pending MVTA contracts and other
transactions not involving Prior Lake or Shakopee services areas in order to keep
each apprised of MVTA system-wide operations.
5.2 If any discrepancies are found in the collection or expenditure of transit funds either
in the audit described in paragraph 17 below, or otherwise, Prior Lake and Shakopee
shall be solely responsible for all necessary corrections, penalties, proceedings, costs
of investigation or other costs and liabilities arising out of such transit operations
revenue collection or expenditure and shall defend, indemnify and hold MVTA
harmless therefrom.
6. Shakopee and Prior Lake Membership in MVTA. On the Effective Date and unless
otherwise provided in this Agreement, Shakopee and Prior Lake shall become members
of the MVTA on the terms and conditions set forth in the JPA and Bylaws as they may be
amended from time to time, and fully participate at the MVTA Board and committee
levels on an equal basis as the other seven MVTA members.
7. Minimum Length of Initial Membership. Notwithstanding paragraph 11 of the JPA,
Prior Lake and Shakopee shall remain a member of MVTA at least until December 31,
2017 as provided herein. To effectuate a December 31, 2017 withdrawal, notice of
withdrawal by Prior Lake or Shakopee, or both, shall be given to the MVTA Board no
later than June 30, 2016. Notice of withdrawal given after June 30, 2016 shall be
effective for a December 31, 2018 withdrawal and no earlier. On January 1, 2018, this
paragraph 7 shall expire and both Prior Lake and Shakopee may withdraw from the
MVTA in accordance with paragraph 11 of the JPA, as it may be amended from time to
time. The Parties agree that this initial membership commitment of Prior Lake and
Shakopee is necessary to allow for effective consolidation of transit services, including
the establishment of CMAQ grant funded additions.
8. System-wide Service Programs and Standards.
8.1 Prior Lake and Shakopee acknowledge and agree that as members of the MVTA,
their respective public transit services, individually and in combination, become a
part of and subject to the MVTA system-wide standards of service and will not be
subject to programs or standards of service applicable only to Prior Lake or
Shakopee, or both. MVTA shall use its best efforts to maintain the existing level of
all services provided to customers in MVTA's system, including Prior Lake and
Shakopee, while seeking to raise the level of all services provided as of the Effective
Date to all MVTA customers. When evaluating increases or decreases in service,
MVTA shall consider the Guiding Principles in Exhibit A and applicable regional
standards. MVTA's goal is to provide the best service possible to all MVTA
customers within the funding guidelines of its operations.
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8.2 Prior Lake and Shakopee agree to do all things necessary to effectuate the assignment
of their respective rights to MVTA as Subrecipient of funds from those certain
Subrecipient Grant Ageements ("SGA") that Prior Lake and Shakopee anticipate
receiving in 2014 for the purpose of use on the B1ueXpress. Prior Lake and Shakopee
further agree to do all things necessary to order SGA funded buses on a timely basis
relative to the operative dates in this Agreement. MVTA agrees to perform and
complete the "Workscopes" as defined and described in the SGAs, to comply with all
other SGA terms and conditions, and to use the SGA funds in accordance with SGA
terms.
8.3 In the event MVTA seeks to eliminate a route in Prior Lake and/or Shakopee, the
MVTA shall, for all routes, regardless of type of ridership, utilize the Major Service
Change Policy found in MVTA's Title VI Plan, attached hereto is Exhibit E and
incorporated into this Agreement. This Policy is found in FTA Circular 4702.1B,
Chapter IV-12, as it may be amended by the FTA from time to time, and found in
http.//www.fta.dot.gov/legislation law/12349 14792.htm1) and specifically includes,
but is not limited to, public outreach as required in the Policy. Prior to eliminating a
route that is the subject of this subparagraph, the MVTA Board must approve the
service equity analysis for Major Service Changes as provided in the Plan.
9. Long Range Service Plan. At the earliest possible time, MVTA agrees to conduct a
transit market study for northern Scott County to evaluate existing service, connections,
and unmet needs. The Scott County Transit Operations and Capital Plan will be used as
the starting point of this study. The results of this study will be prioritized and used as the
basis for service in northern Scott County. Should Scott County enact a transit sales tax
or join CTIB, the sales tax dollars allocated to Scott County may be used to operate this
service.
10. Return of Assets upon Withdrawal.
10.1 The Parties acknowledge that based on assumptions contained in that certain
financial analysis conducted by Springsted dated April 11, 2014, reserves of each of
the Parties as separate public transit entities, or as consolidated hereby, may be
depleted within the first three years of the consolidation. MVTA will not own any
additional physical assets as a result of the consolidation. If Prior Lake and/or
Shakopee withdraw pursuant to section 7 above, Prior Lake and Shakopee shall be
responsible to work with the Met Council and other parties to effectuate transfers
and otherwise re-establish all necessary funding for the delivery of public transit
services as independent Opt-Outs after withdrawal. MVTA will cooperate in
assisting Prior Lake and Shakopee: (i) to effectuate the transfer of vehicle leases to
Prior Lake and/or Shakopee of the buses transferred to MVTA as part of this
consolidation or buses of equal quality, recognizing that the subject buses are
owned by the Met Council; (ii) to effectuate the transfer of leases or negotiation of
use agreements for park and ride facilities between Prior Lake and/or Shakopee and
Scott County and the Shakopee Mdewakanton Sioux Community, (iii) in support of
their requests to the Met Council for new funding after withdrawal from the MVTA
6
in amounts necessary for each city, or both in combination, to reestablish
independent transit services at appropriate levels.
10.2 MVTA agrees to work with Met Council and the withdrawing Party or Parties to
determine fleet reassignments of"like buses in similar condition."
10.3 MVTA also agrees to work with Scott County and do all necessary acts to assign
MVTA rights in the facilities to the withdrawing Party or Parties effective the date
of withdrawal.
11. Party Representation of Rights to Provide Transit Services. The Parties represent and
warrant to each other that as of the Effective Date, they are duly authorized to operate as
Opt-Out" public transit providers and have authority to do all things necessary to fulfill
their respective duties in the provision of public transit services to the public. They
further warrant that the terms of this Agreement and the act of entering into this
Agreement do not impair their rights to provide "Opt-Out" services or otherwise breach a
covenant in any contracts entered into or grants received that would affect MVTA and its
ability to continue public transit services in the Shakopee and Prior Lake service areas, or
in other MVTA service areas.
12. No Threatened Litigation. Shakopee and Prior Lake are aware of no threatened
litigation that could affect MVTA rights and obligations to carry out public transit
services after the Effective Date. Shakopee and Prior Lake agree to defend, indemnify
and hold MVTA harmless from and against any and all claims that may be brought after
the Effective Date that arose out of acts and omissions of Shakopee and/or Prior Lake
that occurred prior to the Effective Date.
13. Employee Impact. Shakopee and Prior Lake agree that each is responsible for any and
all impacts on employees affected by this Agreement, if any, and shall defend, indemnify
and hold harmless the MVTA from any and all claims by their employees arising out of
this consolidation of transit services.
14. Appointed Board Commissioners, Alternates. Prior Lake and Shakopee shall, by the
Effective Date, appoint a commissioner and alternate to the MVTA Board as set forth in
the Third amended and Restated Joint Powers Agreement of the Minnesota Valley
Transit Authority.
15. No Separate Operational Staff. After the Effective Date, all MVTA operations shall be
carried out by MVTA staff as constituted on the Effective Date and as it may be
expanded or contracted from time to time thereafter.
16. Start-Up Costs. The Parties have identified certain actions that have been or will be
necessary to effectuate the consolidation of Prior Lake and Shakopee transit services with
MVTA. Costs and estimated costs for these actions include and will be limited to those
items listed in Exhibit F, attached and incorporated into this Agreement, or items that are
directly related and necessary to complete an identified item on Exhibit F. ("Start-Up
Costs"). If additional Start-Up Costs arise that are not listed in Exhibit F, MVTA will
7
obtain authorization from Prior Lake and Shakopee prior to expenditure of funds,
authorization not to be unreasonably withheld. MVTA agrees to carry out these start-up
actions with the assistance of Prior Lake and Shakopee. Prior Lake and Shakopee shall
transfer funds used for Start-Up Costs in accordance with Exhibit G, which includes
required transfers for both Start-Up Costs and for operational costs through the Minimum
Fund Balance transfers described in section 4.4 of this Agreement; provided however,
that the initial transfers on Exhibit G required one month after the Effective Date ("Initial
Transfers") shall be used exclusively for Start-Up Costs until August 15, 2015. To the
extent that Start-Up Costs incurred by August 15, 2015 exceed the Initial Transfers
amount, Prior Lake and Shakopee agree to reimburse MVTA for reasonable and
necessary costs associated with such Start-Up Costs, within 30 days of MVTA providing
invoices and supporting documentation for any costs that exceed the estimates set forth
on Exhibit F. To the extent Start-Up Costs incurred by August 15, 2015 are less than the
amount of the Initial Transfers, MVTA may use the entire remaining balance for any
transit related expense and shall not seek reimbursement from Prior Lake or Shakopee for
any Start-Up Cost incurred by MVTA after August 15, 2015.
17. Audit. As part of the standard annual audit for the calendar year ending December 31,
2014, Shakopee and Prior Lake shall include an audit of their respective transit funds.
Prior Lake and Shakopee shall direct its auditors to conduct a sufficiently in-depth review
of fare collection and transit expenditures to provide MVTA with assurance of Prior Lake
and Shakopee compliance with any and all applicable federal and state requirements
through December 31, 2014 and with generally accepted accounting principles.
Additional audit costs incurred, if any, for the foregoing transit funds audit shall be
considered start-up costs and included in Exhibit F.
18. Counterparts. This Agreement may be executed in any number of counterparts and each
executed counterpart shall be deemed to be an original instrument.
IN WITNESS WHEREOF, the authorized signatories below bind the parties on whose behalf
they signed as of the date indicated.
8
Adopted this day of 2014
MVTA BOARD OF COMMISSIONERS
By:
Its: Chair
ATTEST:
By:
Its: Executive Director
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 Chair and
Executive Director of the MVTA BOARD OF COMMISSIONERS, the joint powers association
named in the foregoing instrument, and that the seal affixed to said instrument was signed and
sealed in behalf of said joint powers association by authority of its Board, and said Chair and
Executive Director acknowledged said instrument to be the free act and deed of said joint powers
association.
9
Adopted this day of 2014
CITY OF PRIOR LAKE
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 PRIOR LAKE, 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 Mayar and Clerk acknowledged said instrument to be the free act
and deed of said municipality.
10
Adopted this day of 2014
CITY OF SHAKOPEE
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 SHAKOPEE, 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.
11
Exhibit A
Guiding Principles for Consolidated
MVTA, Prior Lake, and Shakopee Transit Services
The following are transit services goals and standards the MVTA seeks to achieve or
carry out, as adopted by the Technical and Elected Official Consolidation Work Groups
comprised of representatives from MVTA, Prior Lake and Shakopee:
1. Focus on customer ser-vice and strive to increase service and partnerships
2. Maintain existing level of all services while seeking to raise the level of all
services
3. Maintain and upgrade existing capital assets
4. Review overall service plan (express, local, and unmet needs),update plan and
consider service adjustments
5. Establish priorities based on updated service plan
Exhibit B
Third Amended and Restated Joint Powers Agreement of
the Minnesota Valley Transit Authority
Effective upon the date of signature of the last MVTA member to approve.)
THIRD AMENDED AND RESTATED
JOINT POWERS AGREEMENT OF
THE MINNESOTA VALLEY TRANSIT AUTHORITY
THIS THIRD AMENDED AND RESTATED JOINT POWERS AGREEMENT
Agreement") is by and among the Cities of Apple Valley, Burnsville, Eagan, Prior Lake,
Rosemount, Savage, and Shakopee ("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") Second Amended and Restated
Joint Powers Agreement adopted in October 2012. 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 cities that have been members of the
MVTA;
WHEREAS, the Cities of Prior Lake and Shakopee seek to add their public transit services to
the MVTA by becoming members of the MVTA and continue the provision of high quality transit
services to their customers through the MVTA;
WHEREAS, the MVTA, by and through its board and constituent members, seeks to add
Prior Lake and Shakopee as new MVTA members and incorporate their public transit services and
customer service areas into the MVTA while maintaining high quality services to those customers in
Prior Lake and Shakopee as well as to those in the MVTA's service area existing prior to this merger
of transit services; and
WHEREAS,the MVTA also seeks to amend the Agreement to simplify the process under this
Ageement of future addition or subtraction of MVTA members.
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 arganization 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 COLINCIL" means the Metropolitan Council as
established by Minnesota Statutes, Section 473.123.
E) "PARTY" or "PARTIES" means any one or more of the Cities or
Counties that has entered into this Agreement, and cities or counties that may
become Parties subsequent to the effective date of this Third Amended and
Restated Agreement. Each Party to the Agreement is a member of the MVTA.
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. Party Addition or Withdrawal. After the effective date of this Agreement, if
new Parties join the MVTA or existing Parties withdraw and no other amendment is made to this
Agreement at the time, the following process shall be used for such addition or withdrawal. New
MVTA Parties shall be added to this Agreement upon the filing with the MVTA of a resolution
duly adopted by the new Party or Parties agreeing to the terms of this Agreement, as it may be
amended from time to time, and upon the filing of a resolution by each then existing MVTA Party,
approving the addition of the new Party. All such resolutions shall be attached and become a part
of this Agreement. Party withdrawal shall be effectuated in accordance with paragraph 11 of this
Agreement. Upon the effective date of such withdrawal, the notice of withdrawal shall be attached
to and become a part of this Agreement. No change in governmental boundaries, structure,
organizational status or character shall affect the eligibility of any Party to a member of 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 a representative of each MVTA
Party as provided in this Agreement. Each Party shall appoint one commissioner, one
alternate comrnissioner, and a staff inember 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) A majority of the MVTA 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
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 a representative of each MVTA Party,
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 1aw
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 a quorum under
section 5(D) also apply to the MVTA Board.
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 Parties 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 ageement pursuant to Minnesota Statutes, Section 465.71,
including without limitation through issuance of certificates of participation in such lease
together, a"Financing Lease"); and each Party hereby expressly approves and authorizes
any Financing Lease entered into by the 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 transfer 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
off cials, employees, and volunteers, from and against all claims, damages, losses, and expenses,
including attorney's fees, arising out of the acts or omissions of the 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 of
the limitations of liability set forth in Minnesota Statutes, Section 466.04. Nothing herein shall
be construed to provide insurance coverage or indemnification to an officer, employee, or
volunteer of any Party for any act or omission for which the officer, employee, or volunteer is
guilty of malfeasance in office, willful neglect of duty, or bad faith. To the fullest extent
permitted by law, actions by the Parties to this Agreement are intended to be and shall be
construed as a"cooperative activity" and it is the intent of the Parties that they shall be deemed a
single governmental uniY' 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.
11. Duration of Agreement. This Agreement sha11 continue in force from the effective
date of this Agreement from year to year, subject to termination by all Parties. Withdrawal by
any Party or Parties shall not affect the duration of this Agreement unless and until all Parties
duly terminate this Agreement and dissolve the MVTA. Party withdrawal shall be initiated by
serving written notice upon the MVTA no later than February 15`h of the year at the end of
which such Party 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 that Party to perform the
Agreement during the period it remains a Party to the Agreement. Withdrawal of any Party or
termination of the Agreement by all Parties shall not terminate or limit any liability,
contingent, asserted or unasserted, of any Party arising out of that Party's participation in the
Agreement. In the event a Party withdrawal or other change renders one or more provisions of
this Agreement inapplicable, those inapplicable provisions shall be severed from the Agreement
and the balance of the Agreement shall remain in full force and effect.
12. Distribution of Assets.
A) In the event of the withdrawal of any Party from this Agreement and subject
to the return of assets set forth in subparagraph 10.1 of that certain Agreement to
Consolidate Public Transit Services dated 2014, attached as Exhibit A, the
withdrawing Party shall not be reimbursed for or be entitled to the return of any costs
incurred for, or contributions of property made to, the MVTA. The MVTA and the
withdrawing Party shall do all things necessary to effectuate promptly the
reimbursement or other form of property transfer agreed upon. The withdrawing Party
shall be responsible for all reasonable costs incurred by the MVTA in effectuating the
reimbursement or property transfer.
B) In the event of termination of this Agreement by all Parties, all of the assets
that remain, if any, after payment of debts and obligations that are not 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, shall be distributed among the Parties to this
Agreement immediately prior to its termination in accordance with the following
formula: Each Party shall receive that percentage of remaining assets determined by
dividing the total then current asset value the receiving Party contributed to the MVTA
by the total remaining asset value contributed by all the Parties that are Parties to this
Agreement immediately prior to its termination.
C) The amount of the distribution to any Party pursuant to this Agreement,
including upon withdrawal, 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 Parties
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.
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 2014
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.
Adopted this day of 2414
CITY OF BURNSVILLE
By:
Its:
ATTEST:
By:
Its:
By:
its:
ATTEST:
By:
Its:
5TATE 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, Clerk and
City Manager 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, Clerk and City Manager
acknowledged said instrument to be the free act and deed of said municipality.
Adopted this day of 2014
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.
Adopted this day of 2014
CITY OF PRIOR LAKE
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 PRIOR LAKE, 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.
Adopted this day of 2014
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.
Adopted this day of 2014
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 Cierk acknowledged said instrument to be the free act and
deed of said municipality.
Adopted this day of 2014
CITY OF SHAKOPEE
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
SHAKOPEE, 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.
DAKOTA COUNTY
RECOMMENDED FOR APPROVAL: APPROVED AS TO FORM:
By: By:
Its: Its:
COUNTY BOARD RESOLUTION: By:
No: Date: Date:
SCOTT COUNTY
RECOMMENDED FOR APPROVAL: APPROVED AS TO FORM:
By: By:
its: Its:
COUNTY BOARD RESOLUTION: By:
No: Date: Date:
Exhibit C
Consolidation Work Plan
See timeline on the following page
MVTA-Prior Laka-%t.kop..Consolidation
Work Plan
Updated Api115,2014 ge
Note that 1)meeting dates for elected officials are tentatr e:and,2)adherence to work plan is dependent on JPA approval by all partnsre and selection of AMA's provider. x""'
Task Name Femme Nacres 2011 off
Dec Jan Feb ; Mar Apr.... Mar. Jon 1 JI Sea Qct Nqi Jan. _. F_F_MIS r._-A.iiL.73.7.-./.rat.•4 i....1I41L .. l ._..I}RF. .., _. _ .,, e4 .'ASR _. JW_ 1 .A40.. ]....7:141.7..:17...0d... .NSr ..,.._-D.K ....R!!.....L...1!lb..._T .Iisr ...t..._Ap _M.?Y. J{n.. JJ A49. •T
Initiation of detailed merger discussions we>•Here
Met Council re-assignment approval(master leases,active grants,and fare reimbursement) Met Council IM Cornell
Order 3 Prior Lake CMAQ buses Fleet Flea
Conduct 5-year financial analysis Finance rnmce
Draft update of JPA and Bylaws for EWG review Legal Legal
State Fair Pilot service planning Planning Planning
Transit web site integration plan;MVTA website RFP issued Customer Service 1'aanaer Safes
Incorporate CIP projects into Scott County Annual Work Plan Finance Firma
Met Council TAB approval to advance 3 Shakopee CMAQ buses Met Council 0 1.111
Merger EWG approves JPA and Bylaws Elected Officials o 522
MVTA Board approves JPA and Bylaws Elected Officials 5109
Shakopee City Council considers JPA and Bylaws Elected Officials 5117
Prior Lake City Council considers JPA and Bylaws Elected Officials : tap]
Provide notice on fund transfer process Met Council Met Cauca
Integrate Scott County Transit CIP projects into MVTA CIP Finance Finance
Develop survey for BlueXpress and Shakopee Circulator nders Customer Service Colmar aaNa
Develop Marketing Plan Customer Service• Customer Seneca
Eagan City Council considers JPA and Bylaws Elected Officials
1
7115
Rosemount City Council considers JPA and Bylaws Elected Officials 7115
Scott County Board of Commssioners considers JPA and Bylaws Elected Officials 7115
C
Savage City Council considers JPA and Bylaws Elected Officials 7121
e Apple Valley City Council considers JPA and Bylaws Elected OfBdals 722
ZBumsville City Council considers JPA and Bylaws Elected Officials • 7122
eoite new MVTA service provider contract Elected Officials . 7713
Z Dakota County Board of Commissioners considers JPA and Bylaws Elected Officials 7i
tact Develop service plan for 3 Prior Lake CMAQ buses Planning mina
ab Order3Shakopee CMAQ buses Fleet '.. Fleet
a Option:Install RouteMatch on BlueXpress buses IT IT
t.2 Integrate real time information IT • IT•
0 Order and install WFi on BlueXpress buses IT - IT
s Scott County provides MVTA access to facility cameras IT : IT
Scott County provides MVTA override capabilities to transit-only gates IT IT
Z.Develop SOP for incident management process Operations operations
Review driver qualifications/training plan Operations j Operations
to Fair Service and Marketing Operations Opsaroes
Implement transit web site integration plan Customer Service; Customs Service
Scott County facilities tour Customer Service 1 r------customs Service
Merger EWG begins branding!marketing discussions Elected Officials !r--- ---Eaea annals
Customer Service training Customer Service ss - -•Some service
Pre-merger survey of BlueXpress nders Customer Service, customs :• to
Ering Shakopee Circulator fares into regional compliance Operations paragons
Extend Shakopee Circulator agreement with Scott County through 2015 Legal Legal
Re-assign Shakopee Circulator agreement to MVTA,effective 1/1/2015 Legal • Lege
Option:Re-assign park-and-ride agreement with Beniek to MVTA,effective 1/1/2015 Legal Legal
Option:New agreement between MVTA and Scott County for Scott County management of park-and-ride contract Legal Legal
New agreement between MVTA and Scott County for operation from Eagle Creek and Marschall Road Legal Legal
Planning Joint MVTA and BlueXpress spring service change information posted,including CMAQ service additions Planning
City Council action to re-assign SST Lakeville contract to MVTA Elected Officials Mocked 011101s
Order TwinVision destination signs Fleet Fleet
Order Seon cameras Fleet met
Integrate and print pocket schedules Customer Service Customs Service
Order and install cell phone mounting kits on BlueXpress buses Fleet Freef
Integrate BlueXpress dispatching with Eagan Bus Garage Fleet , Fleet
Provide SST written notice that BlueXpress services are re-assigned to MVTA,effective 1/1/2015 Legal Legal
Centralize Customer Service at MVTA Customer Service• 170
Centralize Planning at MVTA Planning 115
E Prepare marketing materials and public information messages Customer Service yen ce
7 Maintenance training,including site visit Fleet Fleet
to
Dispatdn training,induding site visit Operations N - operations
6 Driver training,as needed Operations paragons
cm •: ..E Additional supervisors(from provider) Operations operations
w °inform BlueXpress drivers of Penalties and Incentives Program and Reporting Requirements Operations • operations
4 n Order spare transit-only gate access chips Fleet Fleet
U
Expand fleet maintenance software to include BlueXpress Fleet i l --....Fleet
iCoordinate with SST Lakeville to install bus equipment Fleet Fleet
Add BlueXpress service to MVTA website Customer Service Customs Service
Provide written notice to SST Lakeville to terminate BlueXpress contract Legal Legal
Provide written notice to MVTA provider regarding service addition Legal I Legal
Transfer funds to MVTA Met Council • ss=Met term l
tElueXpress services are managed by MVTA;SST operations continue Operations operatmee
In o Scott County continues Shakopee Circulator operations under contract with MVTA Operations paragons
e a Marketing of merged services Customer Service Customs Strew,
a°Install and program TwinVision destination signs Fleet Flee
rL 5 Install Seon cameras Fleet Fleet
f Develop service plan for 3 Shakopee CMAQ buses Planning : Planning
Centralize BlueXpress fleet at Eagan Bus Garage Fleet o Front
a 0 Prior Lake CMAQ service begins Operations 2123
MVTA Spring Service Change Operations 2123
t ga Centralize BlueXpress dispatch at Eagan Bus Garage Operations 223
a'
i MVTA begins operation of BlueXpress services Operations 223
BlueXpress fleet absorbed into MVTA vehide replacement plan Fleet Fleet
Evaluate staffing needs Finance France
Potential for additional staff in 2015&2017 Finance France
Evaluate Prior Lake bus stop at Main/CR 21 with traffic signal installation Planning Planning
e
Comprehensive review of first year Operations f opsalions
r° °Prepare RFP for northern Scott County service review,potential to include MVTA service Planning Plac11ng
a-.Option:Phase in RouteM etch technology on BlueXpress fleet IT IT
c e Survey all riders post-merger Customer Service ess."Customs Service
W Kick off service study Planning Planeirg
Evaluate Beniek park-and-ride maintenance agreement Facilities Fac•ties
Evaluate continuation of Scott County park-and-ride management Facilities Feciaties
Evaluate Shakopee Circulator operations by Scott County Planning
r
PlaO1Og
Prioritize service changes following service study Planning i t --- Planning
ITask lesse Spa Propras IA redone • Summary Project Summary External Tasks External Milestone Deadline
Page 1
Exhibit D
Rights, Funds, and Equipment Transferred to MVTA
Fleet
Bus Number Model Year Model Vin
Prior Lake 4515 2006 MCI: D4500 1M8PDMPAX7P057883
Prior Lake 6061 2010 MCI: D4500 1M8PDMEA5AP059583
Prior Lake 6062 2012 MCI: D4500 1M8PDMBA3CP012723
Prior Lake 6063 2013 MCI: D4500 1M8PDMBAXDP012901
Prior Lake 6064 2013 MCI: D4500 1M8PDMBA1DP012902
Prior Lake TBD 2014 MCI: D4500 CMAQ; delivery 10/2014
Prior Lake TBD 2014 MCi: D4500 CMAQ;delivery 10/2014
Prior Lake TBD 2014 MCI: D4500 CMAQ; delivery 10/2014
Shakopee 4017 2006 MCI: D4500 1M8PDMPA47P057880
Shakopee 1018 2006 MCI: D4500 1M8PDMPA67P057881
Shakopee 4019 2006 MCI: D4500 1M8PDMPA87P057882
Shakopee 4020 2006 MCI: D4500 1M8PDMPA87P057879
Shakopee 6053 2007 MCI: D4500 1M8PDMPA17P057884
Shakopee TBD 2015 MCI: D4500 CMAQ; delivery 2015
Shakopee TBD 2015 MCI: D4500 CMAQ; delivery 2015
Shakopee TBD 2015 MCI: D4500 CMAq; delivery 2015
Shakopee 64021 2008 Supreme: Startrans 1FDXE45S58DB09779
Shakopee 64022 2008 Supreme: Startrans 1FDXE45S38D609781
Shakopee.64037 2010 Goshen Coach: GCII 1FDFE4FS1ADA82337
Shakopee 64038 2010 Goshen Coach: GCII 1FDFE4FSOADA84659
Shakopee 64039 2010 Goshen Coach: GCII 1FDFE4FS7ADA84660
Facilities
MVTA will execute an agreement with Scott County to operate from Southbridge Park and Ride, Eagle Creek, Park
and Ride, and Marschall Road Transit Station.
Fund Transfer
The amount of funds transferred will be determined based on Section 4.3 of the Consolidation Agreement.
Updated 5/15/2014
Exhibit E
MVTA Major Service Change Policy for All Service
PerMVTA Title VI Plan-Approved December 11,2013
Ap„pendix 2
Minnesata Valley Transft Authority{MVTAj
Majar Seroice Change Policy
Effecti e March 27,2013-
The Federal Transit Administration's tFTA) updated Circular 4702.1B includes new requirements that all
transit providers,in an urbanized area of more than 200,000 who receive federal funding and operate at
least 50 peak vehicles, establish a policy detining the threshold used to identify a major service change.
The major service change threshold is used to determine when a more detailed, service equity analysis
is required. All increases or decreases in fixed route service that meet the major service change
threshold require a Title VI EquityAnalysis priorto implementation,which must be presented to MVTA's
Board for consideration and recorded in MVTA's Title VI Plan.
Further,the FTA requires public engagement in the decision-making process used to develop this policy.
The major service change policy will be approved by the MVTA Board and incorporated into MVTA's
Title VI Plan,
Major Service Change Thresholds
In support of a regional approach to developing a major service change policy, MVTA recommends
adopting crrteria in collaboration with the Metropolitan Council, Due to differences in system size and
service types,the criteria below includes slight modifications that best reflect MVTA's service area.
A major service change meets at feast one of the foflowing criteria;
a) An existing route or set of routes,with one or more net increases or decreases within a 12
month period of more than a 25%change in the daily in-service hours.
b) A new route in a new coverage area.
c) A system-wide restructuring of transit service.
d) Elimination of a transit route without alternate service or a fixed route replacement.
The following service changes are exempt:
a) Seasonal service changes,
b) Route number or branch letter designation.
ca Any change or discontinuation of a demonstration route within the first 24 months of operation.
d) Changes on special service routes such as State Fair,sporting events,and special events.
eJ Route changes caused by an emergency, Emergencies include,but are not limfted to, major
construction, labor strikes,and inadequate fuel supplies.
f) Any service change that does not meet the conditions of a major service change as defined
a bove.
UpdatedJanuary 16,2013
M{nnssotA Valley Translt AuthoHty
Exhibit F
Start-Up Cosb
ShakopN
iro wm Ana Task dor Lak Shar Shan MVTA Shan
Customer Servitf Be in developin marketin plan In kind
Customer Service Survey of BlueXpress and Shakopee Circulator riders(pre-merger) 750•00 S 75•00
Elected Officials Approve updated 1PA and Bylaws
Elected Officials Exewte new MVTA provider controct
finance Inte rate Scott Counrytransit CIV pro'ects into MVTA CIP;included in fina cial analysis In kind
Fket Install cell hone mountin kits on BIueX ress buses 2,000•00 $ 1,250•00
Fleet Inte rote dispatch communication s stem with EBG 5 900•00 5 9U0•00
Fleet Durchase and install PouteMatch on BlueXpress buses(RM optior 1) 5 167,576.92 $ 104,923.08
IT Integrote real time information-dependent upon RouteMatch In kind
IT Order and install Wifi on&ueXpress buses 5 5,230.n 5 3,269.23
Planning Develop service plan for 3 Prior lake CMAQ buses S S,A00.00
Elected Officials Be in brandin/marketin discussions
Fleet 3 Shakopee CMA4 buses ordered&delivered;20%local match for operations induded in financial analysis
Operations DeveloD SOP for incident mana ement prxess In kind
Operations State Fair Service&Marketing 5 2,700•00 5 2.700.00 In kind
Customer Service Scott CountY Facilities Tour
tustomer Service Customer Service Trainin In kind
Customer Service Inte rate and print pocket schedules(one year of printing costs) 10,000.00 $ 10,000.00
Operotions Brin ShakopeeCircularorfaresintore ionalcompliance
Plannin Joint MVTA-BlueXpress spri service chan e information posted In kind
I7 Provide MVTA access to park and nde faciliry cameras(potentiallY via remote lo in)
IT Provide MVTA override capabilities to[ransiFOnly ates in Scott County(potentially via remote lo in)
Legal Eztend Shakopee Circulamr Agreement with Scott County for 2015 operations
Le al Re-assi n Shakopee Circulator A reement to MVTA,effective lanuary 1,2015
legal Re-assign park-and-ride maintenance agreement with Beniek to MVTA,effective January 1,2015 jP&R oprlon li
Le al New a reement between MVTA and Scott County for Scott County mana ement of pdrk and ride Con[ract(P6,R opUon Z?
Le al New a reement between MVTA and Scott County for operation from Eagte Creek and Marschalt Road 7rans'rt Station
Operatbns Review driver qual cations/trainin plan 5 900•00 $ 900•00
Customer Service Pre arc marketin materials&public information messa es In kind
Customer Service Marketing of inerged services 5 1,666.67 $ 1,666.67 5 1,666.67
Custom r S rvk Gntnliu custemu i rvfee at MVTA In kind
Customer Service Implement transit website inte ntion plan In kind
Fleet Maintenance Traini ,inciudin site visit 387.5p S 387.50 In kind
Fket Order s arc ate access chips 5 500•00 S 500.0
Fleet Order TwinVision destination signs 5 64,000.00 5 40,000.00
Fleet Order Seon cameras for BlueXpress buses S 40,000.00 $ 25,000.00
Operetions Prior Lake GMAQ service begins
O rotions Dispatch Trainin,includin site visit 5 00
Operations Driver Trainin ,as needed 4,260.00 5 4,260.00
Operations Additional su rvisors(from provider) In kind
Operations __ Inform BlueXpress drivers ot Denahies and Incmtives 7rogram,and Reporting Requiremmts _ _In kind
Clannin Centrall:Plannin atMVTA Inkind
Fleet Bus Wra i S 60.000.00 $ 37.500.00
Met Council Transfer funds to MVTA
Operation, 7rovide SST written notice that BlueXpress services are reassigned to MVTA;continue under SST operetions
Fleet Coordinate with SST LakevilM to install bus equipment In kind
Pieet Instali and pr ram TwinVision deztination si ns on BlueXpress buses S 1,538.46 $ 961.54
Fleet Install Seon cameras 5 1,538.46 $ 961.54
Fleet MViA fleet maintenance sofcware expa ded to include BlueXpress buses S 9,230.77 S 5,769.23
Operations 61ue%prns servicu an mana d by MVTA;SST op ratlons continu
Op rations Scott Counry op rrt s Shakope Circulrtor under contract with MV70
Fls t iC ntralix SlutXpnsa fle t at Es an Bus Gara e(assum 13 MQ but t)
Fleet Bluexpress Fleet absorbed into MV7A vehicle replacement plan___ In kind
Op ration MVTA operst s 61wXpnss S rvk s
Operations ICmtralia Dlue%press dispatch st Eapn Bua Gaw
Finance iEvaluate staffing:poteotia needs include intem;operations supervisor wstomer service;finance,and maintenance 78,000.00
Plannin Develop service lan for 3 Shakopee CMAQ buses;im lement with MVTA summer service chan e 5 5,000.00
Fleet Phase ia RouteMatch technol y on BlueXpress buses(RM option 1 In kind
Plannin Hire consult to perform northem Scott Counry local service study;potentiai to include MVTA services 25,000.00 $ 25,000.00 $ 25,000.00
Customer Servia Survey o ait MVTA riders 5 1,166.67 5 1,166.67 5 1,166.67
faa6ties Evaluate Brniek park and ride maintenance agreement
Fac I ties Evaluate continuation of Scott County management of park and rides
Planning Service study kick off
Operations Provide uvntten notice to MVTA service provider regardin senice addition
Operations Provide written notice[o Schmitty's and Sons to terminate BlueXpress service
Plannin Evaluate existing bus stop in Crior Lake at MainlCR 21 when traffic signal at Arcadia/Main is installed '
Planning Prioritize ervice changu,induding ixal service in northern Scott County
MVTA iComprehensive review of first year and mer ed s-rrvices
TOTAL S 405,066.22 $ 273,265.45 S 306,608.33
Exhibit G
Schedule for Fund Transfers
Date Activity
Prior Lake Shakopee
Amount Amount
One month
after
Transfer estimated amount for MVTA's start-up
Effective
costs as detailed on Exhibit F of the Consolidation 410,000 $ 275,000
Date
Agreement
2015 estimated operating budgets 1,000,000 $ 1,200,000
01-Jan-15 Consolidation Date
Minimum Fund Balance Amountl 250,000 $ 300,000
Transfer 75% of Minimum Fund Balance Amount to
15-Feb-15
MVTAz
187,500 $ 225,000
Transfer remaining 25%of Minimum Fund Balance
15-Aug-15
Amount to MVTA
62,500 $ 75,000
15-Aug-15
Transfer any remaining transit fund balance to To Be To Be
MVTA Determined Determined
Notes:
1The Minimum Fund Balance Amount is equal to 25%of the 2015 budgeted expenditures.
Prior Lake, Shakopee and MVTA wil!work together to establish the 2015 budget amount.
ZThis transfer is intended to cover the operations bills which will be assumed by MVTA as of
the Consolidation Date (January 1, 2015).
3This transfer will include all remaining transit fund balances. The total will be based on the
balance in the cities'transit funds, less the start-up costs, minimum fund balance transfers
and any funds spent or otherwise legally obligated prior to the Consolidation Date.
THIRD AMENDED AND RESTATED
JOINT POWERS AGREEMENT OF
THE MINNESOTA VALLEY TRANSIT AUTHORITY
THIS THIRD AMENDED AND RESTATED JOINT POWERS AGREEMENT
AgreemenY') is by and among the Cities of Apple Valley, Burnsville, Eagan, Prior Lake,
Rosemount, Savage, and Shakopee ("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") Second Amended and Restated
Joint Powers Agreement adopted in October 2012. 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 cities that have been members of the
MVTA;
WHEREAS, the Cities of Prior Lake and Shakopee seek to add their public transit services to
the MVTA by becoming members of the MVTA and continue the provision of high quality transit
services to their customers through the MVTA;
WHEREAS, the MVTA, by and through its board and constituent members, seeks to add
Prior Lake and Shakopee as new MVTA members and incorporate their public transit services and
customer service areas into the MVTA while maintaining high quality services to those customers in
Prior Lake and Shakopee as well as to those in the MVTA's service area existing prior to this merger
of transit services;
WHEREAS, Dakota County seeks to withdraw from the MVTA as a member and become a
non-voting, ex-officio member of the Board, effective immediately upon full execution of this 'Third
Amended and Restated Agreement,and
WHEREAS,the MVTA also seeks to amend the Agreement to simplify the process under this
Agreement of future addition or subtraction of MVTA members.
NOW, THEREFORE, BE IT RESOLVED, in consideration of the mutual covenants
contained herein, it is hereby agreed by and among the Cities and Counties:
l.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.
391535v15 JMS MN455-1
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
established by Minnesota Statutes, Section 473.123.
E) "PARTY" or "PARTIES" means any one or more of the Cities or
Counties that has entered into this Agreement, and cities or counties that may
become Parties subsequent to the effective date of this Third Amended and
Restated Agreement. Each Party to the Agreement is a member of the MVTA.
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. Party Addition or Withdrawal. After the effective date of this Agreement, if
new Parties join the MVTA or existing Parties withdraw and no other amendment is made to this
Agreement at the time, the following process shall be used for such addition or withdrawal. New
MVTA Parties shall be added to this Agreement upon the filing with the MVTA of a resolution
duly adopted by the new Party or Parties agreeing to the terms of this Agreement, as it may be
amended from time to time, and upon the filing of a resolution by each then existing MVTA Party,
approving the addition of the new Party. All such resolutions shall be attached and become a part
of this Agreement. Party withdrawal shall be effectuated in accordance with paragraph 11 of this
Agreement. Upon the effective date of such withdrawal, the notice of withdrawal shall be attached
to and become a part of this Agreement. No change in governmental boundaries, structure,
organizational status or character shall affect the eligibility of any Party to a member of 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 a representative of each MVTA
Party as provided in this Agreement. Each Party shall appoint one commissioner, one
alternate commissioner, and a staff inember 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 and a duly appointed representative from Dakota
County and other representatives of municipalities or political subdivisions, as may be
approved by the Board from time to time, may serve as non-voting ex officio members
of the Board. The terms of office of each commissioner and alternate commissioner
391535v15 JMS MN455-1
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) A majority of the MVTA 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
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 a representative of each MVTA Party,
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.
391535v15 JMS MN455-1
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 a quorum under
section 5(D) also apply to the MVTA Board.
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
391535v15 JMS MN455-1
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) Th.e 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 Parties at least once each
year.
I) The MVTA shall maintain books, reports, and recards 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 ageement pursuant to Minnesota Statutes, Section 465.71,
including without limitation through issuance of certificates of participation in such lease
together, a "Financing Lease"); and each Party hereby expressly approves and authorizes
any Financing Lease entered into by the 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 transfer 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's 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 of
the limitations of liability set forth in Minnesota Statutes, Section 466.04. Nothing herein shall
be construed to provide insurance coverage ar 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
391535v15 JMS MN455-1
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 Iiability insurance in such amounts and on such terms as the MVTA shall deternune.
11. Duration of Agreement. This Agreement shall continue in force from the effective
date of this Agreement from year to year, subject to termination by all Parties. Withdrawal by
any Party or Parties shall not affect the duration of this Agreement unless and until all Parties
duly terminate this Agreement and dissolve the MVTA. Party withdrawal shall be initiated by
serving written notice upon the MVTA no later than February 15`h of the year at the end of
which such Party withdrawal is to be effective; provided, however, that withdrawal by Dakota
County duly acted upon and noticed by the County Board prior to the effective date of the
Third Amended and Restated Agreement, shall be occur on the effective date. Withdrawal
from the Agreement by any Party at the end of the calendar year shall not affect the obligation
of that Party to perform the Agreement during the period it remains a Party to the Agreement.
Withdrawal of any Party or termination of the Agreement by all Parties shall not terminate or
limit any liability, contingent, asserted or unasserted, of any Party arising out of that Party's
participation in the Agreement. In the event a Party withdrawal or other change renders one or
more provisions of this Agreement inapplicable, those inapplicable provisions shall be severed
from the Agreement and the balance of the Agreement shall remain in full force and effect.
12. Distribution of Assets.
A) In the event of the withdrawal of any Party from this Agreement and subject
to the return of assets set forth in subparagraph 10.1 of that certain Agreement to
Consolidate Public Transit Services dated 2014, attached as Exhibit A, the
withdrawing Party shall not be reimbursed for or be entitled to the return of any costs
incurred for, or contributions of property made to, the MVTA. The MVTA and the
withdrawing Party shall do all things necessary to effectuate promptly the
reimbursement or other form of property transfer agreed upon. The withdrawing Party
shall be responsible for all reasonable costs incurred by the MVTA in effectuating the
reimbursement or property transfer.
B) In the event of termination of this Agreement by all Parties, all of the assets
that remain, if any, after payment of debts and obligations that are not required by terms
of state statutes, federal statutes, or contracts with the Metropolitan Council or federal
391535v15 JMS MN455-1
agencies to be available for regional use for transit purposes or to be transferred to the
Metropolitan Council or federal agencies, shall be distributed among the Parties to this
Agreement immediately prior to its termination in accordance with the following
formula: Each Party shall receive that percentage of remaining assets determined by
dividing the total then current asset value the receiving Party contributed to the MVTA
by the total remaining asset value contributed by all the Parties that are Parties to this
Agreement immediately prior to its termination.
C) The amount of the distribution to any Party pursuant to this Agreement,
including upon withdrawal, 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 Parties
sign this Ageement 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.
391535v15 JMS MN455-1
IN WITNESS WHEREOF, the undersigned government units, by action of their
governing bodies, ha e caused this Agreement to be executed in accordance with the authority of
Minnesota Statutes, Section 471.59.
Adopted this day of 2014
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.
391535v15 JMS MN455-1
Adopted this day of 2014
CITY OF BURNSVILLE
By:
Its:
ATTEST:
By:
Its:
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, Clerk and
City Manager of the CITY OF BURNSVILLE, the municipality named in the foregoing
instzument, 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, Clerk and City Manager
acknowledged said instrument to be the free act and deed of said municipality.
391535v15 JMS MN455-1
Adopted this day of 2014
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.
391535v15 JMS MN455-1
Adopted this day of 2014
CITY OF PRIOR LAKE
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 PRIOR LAKE, 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.
391535v15 JMS MN455-1
Adopted this day of 2014
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 ROSEMOLTNT, 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.
391535v15 JMS MN455-1
Adopted this day of 2014
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.
391535v15 JMS MN455-1
Adopted this day of 2014
CITY OF SHAKOPEE
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 SHAKOPEE, 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.
391535v15 JMS MN455-1
DAKOTA COUNTY
RECOMMENDED FOR APPROVAL: APPROVED AS TO FORM:
By: By:
Its: Its:
COUNTY BOARD RESOLUTION: By:
No: Date: Date:
391535v15 JMS MN455-1
SCOTT COUNTY
RECOMMENDED FOR APPROVAL: APPROVED AS TO FORM:
By: By:
Its: its:
COUNTY BOARD RESOLUTION: By:
No: Date: Date:
391535v15 JMS MN455-1
To: MVTA Member Legal Counsel, Lead Staff and Elected MVTA Board Representative
From: MVTA Legal Counsel, Jim Strommen
Date: August 8, 2014
Re: MVTA Agreement to Consolidate with Prior Lake and Shakopee Services; Amended
JPA—Recommended for Council/Board Ratification and Execution
INTRODUCTION
On July 30, 2014, the MVTA Board acted to approve the following for presentation to the Cities
of Prior Lake and Shakopee for their approval:
1. Agreement to Consolidate Public Transit Services, with Exhibits A-G -- in executable
form
2. Third Amended and Restated Joint Powers Agreement of the Minnesota Valley Transit
Authority in both
a. Redline showing changes from Second Amended JPA and
b. Executable form
MVTA member staff their respective legal counsel have reviewed a June 5, 2014 version of the
Agreement and JPA. The JPA has not changed since that time. The Ageement has
modifications in certain provisions since that draft (as described below), but none of the
modifications have changed the important terms the MVTA has required remain a part of this
consolidation or merger. Specifically, as reflected in the June 5 draft and approved by all
MVTA member legal counsel when reviewed, the MVTA does not guarantee the same level of
service to Prior Lake and Shakopee, though best efforts will be made to meet or exceed existing
levels (8.1), Prior Lake and Shakopee agree to a minimum membership period of three years (7),
Prior Lake and Shakopee bear all out of pocket start-up costs and must reimburse MVTA for
such costs, including from general funds if necessary(Exs. F and G, 16), and if withdrawing
from membership, Prior Lake and Shakopee do not receive "refunds" of funds transferred to
MVTA as part of the merger(10.1, 4.4, Ex. G). The changes, summarized below, are
operational in nature and further define timing and other actions in carrying out the
consolidation.
MVTA staff and I recommended Board approval of these documents and the Board approved
them unanimously. In turn, Prior Lake and Shakopee staff are recommending that their councils
approve and execute the agreements, and MVTA Board and staff expect that they will be
approved.
We recommend that your respective council or board approve these agreements and believe the
Agreement to Consolidate, JPA amendment and resulting expansion of MVTA transit services
will be in the best interests of all members.
AGREEMENT MODIFICATION COMMENTS
The June 5, 2014 version was reviewed and approved by legal counsel for existing MVTA
members, with minor comments. What the MVTA regarded as a near final version to the
Agreement to Consolidate, however, was not acceptable to Prior Lake and Shakopee as to
timing, operational and reciprocity issues. As a result, there has been added language in several
provisions since the June 5 version was reviewed. The modifications to the June 5 draft did not,
however, change the important, fundamental aspects of this merger. Specifically, the attached
final Agreement is unchanged from the June 5 draft in these terms.
1. MVTA maintained the minimum three plus year membership requirement for Prior Lake
and Shakopee ("Cities") (sect. 7),
2. Start-up cost payments are to be borne by the Cities and are not limited to certain funding
sources if the Cities run short in transit accounts for necessary reimbursements. MVTA
staff will provide"in kind" contributions to the administrative and operational needs to
achieve consolidation of services. (sect. 16, Exs. F and G),
3. The Cities will make scheduled fund balances transfers to the MVTA, without
reimbursement if the Cities withdraw (sects. 4.4, 10.1, Ex. G), and
4. System-wide service levels apply, with MVTA's use of best efforts, but not a guarantee, to
maintain the same level of service that the Cities now have (sect. 8.1).
The following is a summary of the purpose of the additional language added to the June 5 draft.
Since the discrete provisions are short and read as a whole, the attached Agreement is provided
in clean version form. If you need a redline comparison to the June 5 version, please contact me
and I'll send one out to you.
MVTA staff has carefully evaluated each of the issues described below and is comfortable with
its ability to operate under the terms.
3.2
Language was added to resolve operational concerns of the Cities prior to Consolidation relating
to maintaining controls of assets and timing of fund transfers (to be governed by section 4.4). All
operational asset transfers will occur by the Consolidation Date. Third party consents will also
be effective by Consolidation. MVTA staff has no concern that there are any third party
consents (Met Council and Scott County only) that could prevent full Consolidation. MVTA
confirms that its staff will assist the Cities in transit operations during the pre-Consolidation
interim.
3.5
This addresses the Cities need to assure MVTA of regulatory compliance by the time of
Consolidation, focusing mostly on Shakopee's compliance with Met Council requirements on
fares. Shakopee was concerned about Met Council requirements that may change so "best
efforts"was substituted for"ensure". MVTA will assist the Cities in their compliance efforts.
MVTA obtains a date certain for any compliance corrections with enough time to avoid a"last
minute"need for MVTA to impose a fare increase immediately after Consolidation.
4.1
Standard merger language was added regarding MVTA assumption of Cities' liabilities, subject
to express exceptions (3.5, 5.1 and 17) and a representation that the Cities are not aware of any
liens that would prevent transit operation. The transit operations of the Cities are well known to
MVTA staff and consist of very few owned properties of any kind. Most assets and equipment
are leased to the entities by Met Council and other public bodies.
4.4
This provision was slightly modified to establish a set; scheduled transfer of Cities' fund
balances (Ex. G). The final transfer is made on August 15, 2015 when the Cities will have
determined their total respective "expended or legally obligated for transit related expenses."
Start-up costs are cross referenced in Exhibit G and described in Exhibit F and section 16,below.
5.1
Two sentences were added at the end to establish reciprocal communication from MVTA staff
prior to Consolidation about MVTA operations in its greater service area, to complement Cities
communication to MVTA about pre-Consolidation transactions.
8.1
This maintains "best efforts"language and restates the goal as MVTA seeking to "maintain
existing level of all services"rather than "provide the same standard of services" It also
incorporates the Guiding Principles set forth in Exhibit A.
16
Additional language was added to define the anticipated start-up costs, which remain the
responsibility of the Cities. This designates the funding source for start-up cost as the initial
transfer amount, while allowing MVTA to obtain additional reimbursement from the Cities for
start-up costs incurred if not covered by the initial transfers ar if outside of the Exhibit F list.
The start-up cost process concludes on August 15, 2015, after which MVTA can use funding
designated for startup costs for"any transit related expense."