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HomeMy WebLinkAbout6.i. Approve Joint Powers Agreement - Minnesota Valley Transit AuthorityAGENDA ITEM: Approve Joint Powers Agreement Minnesota Valley Transit Authority AGENDA SECTION: CONSENT PREPARED BY: Jamie Verbrugge, City Administrator AGEN t a ATTACHMENTS: Amended Joint Powers Agreement (redlined version showing amendments) APPROVED BY: RECOMMENDED ACTION: Motion to approve the amended and restated VTA Joint Powers Agreement ACTION: City Council Meeting Date: June 7, 2005 CITY OF ROSEMOUNT EXECUTIVE SUMMARY FOR ACTION BACKGROUND The City of Rosemount is a patticipatmg entity in the Joint Powers Agreement for the Minnesota Valley Transit Authority (MVTA). ISSUE The MVTA Board recently passed a resolution approving an amendment to the Joint Powers Agreement to delete the term hinit of four years for the At Large Commissioner and At Large Alternate The Board instructed its counsel, Best Flanagan, to draft the amended agreement and send it to the cities for consideration and approval Accordingly, the redlined version of the Amended and Restated MVTA Joint Powers Agreement has been provided for City Council approval and execution. City Attorney Lefevere has reviewed the amended language and found it to be in acceptable form. The clean copy and signatory page will be executed by the Mayor following Council approval. SUMMARY Mayor Droste represents the City of Rosemount on the MVTA Board and currently serves as Chair Mayor Droste can provide additional background if requested by Council. AMENDED AND RESTATED MVTA JOINT POWERS AGREEMENT ESTABLISHING THE MINNESOTA VALLEY TRANSIT AUTHORITY THIS AMENDED AND RESTATED MVTA JOINT POWERS AGREEMENT "Agreement is by and among the Cities of Apple Valley, Burnsville, Eagan, Rosemount, and Savage from hence forth to be known as the "Cities," municipal corporations organized under the laws of the State of Minnesota. This Agreement amends and replaces the MVTA Joint Powers Agreement adopted in March 1993 and amended in April 1994 by the Cities of Apple Valley, Burnsville, Eagan, Prior Lake, Rosemount and Savage. The Agreement is made pursuant to the authority conferred upon the parties by Minnesota Statute 473.384, 473.388, and 471.59. WHEREAS, the Cities have completed a Project Study under the Metropolitan Transit Demonstration Program; NOW, THEREFORE, BE IT RESOLVED, in consideration of the mutual covenants contained herein, it is hereby agreed by and among the Cities: 1. Name. The Cities hereby create and establish the Minnesota Valley Transit Authority. 2. Purpose. The purpose of this Agreement is to provide public transit service for the Cities pursuant to Minnesota Statutes 473.388. 3. Definitions. (A) "AUTHORITY" means the organization created by this Agreement. (B) "BOARD" means the Board of Commissioners of the Minnesota Valley Transit Authority. (C) "COUNCIL" means the governing body of a party to this Agreement. (D) "METROPOLITAN COUNCIL" is the metropolitan council as established by Minnesota Statutes 473.123. (E) "PARTY" means any city which has entered into this Agreement. (F) "TECHNICAL WORK GROUP" is a committee consisting of one staff member of each party and each county which shall act as technical advisors to the Board. 4. Parties. The municipalities which are the parties to this Agreement are Apple Valley, Burnsville, Eagan, Rosemount, and Savage (the City of Prior Lake has withdrawn). Additional Parties may be added by the concurrence of all the existing parties. No change in governmental boundaries, structure, organizational status or character shall affect the eligibility of any party listed above to be represented on the Authority so long as such party continues to exist as a separate political subdivision. 5. Board of Commissioners. (A) The governing body of the Authority shall be its Board which will consist of eight (8) voting commissioners. Each party shall appoint one commissioner, one alternate commissioner, and a staff member to serve on the Technical Work Group. The alternate commissioner and the Technical Work Group member may be the same person. The commissioners from the cities of Burnsville, Eagan, and Apple Valley shall additionally collectively appoint one commissioner and one alternate. This commissioner and its alternate shall be appointed by the three commissioners aforementioned and shall henceforth be known as the "at large commissioner" and the "at large alternate" respectively, and will be appointed annually at the January meeting and will he limited to serving four consccutive one year term.;. Metropolitan Council members who represent the same cities as the MVTA, may serve as non voting ex officio members of the Board of Commissioners. The Dakota County Board of Commissioners and the Scott County Board of Commissioners shall each appoint one commissioner and one alternate commissioner. (B) Commissioners shall be a member of the Council of each party or its designee, or for commissioners appointed by Dakota and Scott Counties, be a member of the Board of Commissioners of the county making the appointment. The at large 2 commissioner and alternate may or may not be an elected official as to be determined by the commissioners from Apple Valley, Burnsville and Eagan and reviewed by the aforementioned commissioners on an annual basis. Altemate commissioners may or may not be an elected official as to be determined by each party, or for county commissioners, their alternates shall be a commissioner of the county making the appointment. The terms of office of commissioners shall be determined by the party or the county making the appointment. (C) A commissioner may be removed by the party or county appointing the commissioner with or without cause. (D) Commissioners shall serve without compensation from the Authority. (E) Five commissioners, which must include at least three (3) of the commissioners appointed by the parties', 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, which majority must include at least three (3) of the commissioners appointed by the parties or such a commissioner's alternate in his or her absence. (F) The Board may adopt rules and regulations governing its meetings. (G) As the first order of business at the January meeting of each year, the Board shall elect a chair, a vice chair, a secretary, a 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 city'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 city's representative to the MVTA, the board shall decide on another officer or commissioner 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. 6. Powers and Duties of the Authority. (A) General The Authority has the powers and duties to establish a program pursuant to Minnesota Statutes 473.384 and 473.388 to provide public transit service to serve the geographic area of the parties with funding as provided in Minnesota Statutes 473.384, 473.388. 16A.88, and other applicable statutes, if any. The Authority shall have all powers necessary to discharge its duties. (13) The Authority 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 Authority. 3 (C) The Authority may enter into such contracts to carry out the purposes of the Authority. (D) The Authority may establish bank accounts as the Board shall from time to time determine. (E) The Authority may employ an executive director whose duties shall be to administer policies as established by the Authority. The Executive Director shall be an employee of the Authority. The Authority shall hire and terminate personnel and provide for compensation, insurance, and other terms and conditions that it deems necessary. (F) The Authority may enter into a contract for management services. (G) The Authority may sue or be sued. (H) The Authority shall cause to be made an annual audit of the books and accounts of the Authority and shall make and file the report to its Members at least once each year. (I) The Authority 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) parties. The Authority may contract to purchase services from any one of the 7. Operating and Capital Costs, Budgets, and Financial Liability. (A) The Authority shall have a fiscal year beginning January 1 and ending December 31. On or before June 1 of each year, 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 approval within thirty (30) days of the date of submittal. The budget shall be deemed approved by a party unless the party disapproves the preliminary budget within said thirty (30) days. The Board shall review and approve or disapprove the budget. The approved budget shall be submitted to the Metropolitan Council, or its successor, for approval. The budget may be adjusted from time to time on the basis of actual costs incurred or changes in estimated revenue or expenditures. In the event of an adjustment of the budget, there shall be furnished to each party a computation of the adjustment. (B) The annual financial contribution to the Authority of each party shall be the total amount of assistance appropriated to each party plus the total amount, if any, each party levies, pursuant to Minnesota Statutes 16A.88, 473.384 and 473.388. A 4 party shall obtain approval of the Authority before it levies funds to contribute to the Authority. 8. Insurance. The Authority shall purchase liability insurance coverage to cover the activities of the Authority. The Authority 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 Authority shall procure similar liability insurance coverage from another entity. The Authority shall purchase insurance in addition to liability insurance in such amounts and on such terms as the Authority shall determine. 9. Duration of Agreement. This Agreement shall continue in force commencing on January I, 1991 and as amended in April, 1994 and April. 2002, and amended and restated herein and thereafter from year to year, subject to withdrawal by a party or termination by all parties. Withdrawal by any party shall be effected by serving written notice upon the other parties no later than February 15 of the year at the end of which such withdrawal is to be effective. Withdrawal from the Agreement by any party at the end of the calendar year shall not affect the obligation of any party to perform the Agreement for or during the period that the Agreement is in effect. Withdrawal of any party or termination of the Agreement by all parties shall not terminate or limit any liability, contingent, asserted or unasserted, of any party arising out of that party's participation in the Agreement. 5 10. Distribution of Assets. In the event of withdrawal of any party from this Agreement, the withdrawing party shall not be reimbursed, except that ownership of a capital asset located within the city limits of the withdrawing party that was funded solely with funds levied by the withdrawing party pursuant to Minn Stat. 473.388, Subd. 7 shall be transferred to said party by the Authority. In the event of termination of this Agreement by all parties, all of the assets which remain after payment of debts and obligations that are not (i) required by terms of state statutes, federal statutes, or contracts with the Metropolitan Council or federal agencies to be available for regional use for transit purposes or to be transferred to the Metropolitan Council or federal agencies or (ii) a capital asset located within the city limits of a party that was funded solely with funds levied by said party pursuant to Minn. Stat. 473.388, Subd. 7, shall be distributed among the municipalities who are parties to this Agreement immediately prior to its termination, subject to the terms and requirements of obligations issued by one or more municipalities pursuant to Minn. Stat. Section 473.388, Subd. 7, in accordance with the following formula: Each municipality shall receive that percentage of remaining assets determined by dividing the total amount of which that municipality contributed to the Authonty by all the municipalities who are parties to this Agreement immediately prior to its termination. Ownership of a capital asset located in the city limits of a party that was funded solely with funds levied by said party pursuant to Minn Stat. 473.388, Subd. 7 shall be transferred to said party. The amount of the distribution to any party pursuant to this Agreement shall be reduced by any amounts owed by the party to the Authority. 6 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 471.59. Adopted this day of 200_ CITY OF APPLE VALLEY By: Its: Al 'EST: 11. Effective Date. This Agreement shall be in full force and effect when all five (5)parties, delineated in paragraph 4 of this Agreement, sign this agreement as amended and restated herein. All parties need not sign the same copy. The signed Agreement shall be filed with the Executive Director, who shall notify all parties at the earliest Board meeting of its effective date Until this Agreement, as amended and restated, is signed by all parties, the preceding Agreement shall stay intact and in effect. By: Its: STATE OF MINNESOTA )ss. COUNTY OF DAKOTA On this day of 200_, before me a Notary Public within and for said County personally appeared 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. 7 (SEAL) Adopted this day of 200 CITY OF BURNSVILLE By: Its: ATTEST: By: Its: STATE OF MINNESOTA )ss. COUNTY OF DAKOTA On this day of 200 before me a Notary Public within and for said County personally appeared and to be personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk of the CITY OF BURNSVILLE, the municipality named in the foregoing instrument, and that the seal affixed to said instrument was signed and sealed in behalf of said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. (SEAL) 8 NOTARY PUBLIC NOTARY PUBLIC Adopted this day of 200 CITY OF EAGAN By: Its: ATTEST: By: Its: STAIN OF MINNESOTA )ss. COUNTY OF DAKOTA On this day of 200, before me a Notary Public within and for said County personally appeared 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. (SEAL) 9 NOTARY PUBLIC Adopted this day of 200 CITY OF ROSEMOUNT By: Its: ATTEST: By: Its: STATE OF MINNESOTA )ss. COUNTY OF DAKOTA On this day of 200 before me a Notary Public within and for said County personally appeared 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. (SEAL) 10 NOTARY PUBLIC Adopted this day of 200 CITY OF SAVAGE By: Its: ATTEST: By: Its: STATE OF MINNESOTA COUNTY OF SCOTT (SEAL) 010252 95071211832845 )ss. On this day of 200, before me a Notary Public within and for said County personally appeared 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. li NOTARY PUBLIC Stags Nrts Count Insertions 3 Deletions 1 Moved from 0 Moved to 0 Style change 0 Format changed 0 Total changes 4 y Input: Document 1 pcdocs: /docs /183284/1 Document 2 pcdocs. /docs /183284/2 Rendering set standard L'e end. P,___ns_ •.a: Insertion Deletien Moved from Moved tQ Style change Format change Mt 4e Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell nt comarison done bDeltaView on May 02, 2005 4:12:30 PM L'e end. P,___ns_ •.a: Insertion Deletien Moved from Moved tQ Style change Format change Mt 4e Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell nt comarison done bDeltaView on May 02, 2005 4:12:30 PM nt comarison done bDeltaView on May 02, 2005 4:12:30 PM