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HomeMy WebLinkAbout6.e. Adoption of the Revised Bylaws and Joinr Powers Agreement with the MVTA , ' CITY OF ROSEMOUNT EXECUTIVE SUMMARY FOR ACTION CITY COUNCIL MEETING DATE: November 4, 1997 AGENDA ITEM: Adoption of the revised Bylaws and Joint AGENDA SECTION: Powers Agreement with the Minnesota Valley • Consent Transit Authority(MVTA) PREPARED BY: Rick Pearson, City Planner AGEND��� � i � a ATTACHMENTS: Draft Resolution, Current Bylaws and APPROVED BY: Agreement with underlined changes,Proposed Revised Bylaws and Joint Powers Agreement, Correspondence .� SUMMARY The attached revised bylaws and joint powers agreement with the MVTA reflect changes to the organization over the last several years. The changes include such items as: (1)deletion of references to the Regional Transit Board(RTB) and replacement with the Metropolitan Council; (2)the addition of board members from Dakota and Scott County with related changes to quorum and certain voting requirements; and(3)changes to the budget and insurance sections. RECOMMENDED ACTION: Motion to adopt a Resolution approving the Amended Bylaws and Amended Joint Powers Agreement of The Minnesota Valley Transit Authority. COUNCIL ACTION: * , ! CITY OF ROSEMOUNT DAKOTA COUNTY,MINNESOTA RESOLUTION 1997- A RESOLUTION APPROVING AMENDED BYLAWS AND AMENDED JOINT POWERS AGREEMENT OF THE MINNESOTA VALLEY TRANSIT AUTHORITY BE IT RESOLVED,that the City of Rosemount approves the amended MVTA Joint Powers Agreement establishing the Minnesota Valley Transit Authority in the form that is before the Council,which is made a part hereof by reference. BE IT RESOLVED,that the City of Rosemount ratifies the Amended Bylaws of Minnesota.Valley Transit Authority in the form that is before the Council,which is made a part hereof by reference. AD OPTED this 4th da of November 1997 b the Ci Council of the Ci of Rosemount. Y � Y h' tY Cathy Busho,Mayor ATTEST: Susan M. Wa1sh, City Clerk Motion by: Seconded by: Voted in favor: I Voted against: Member absent: '� � ' I�il � � �I AMENDED AND RESTATED �', BYLAWS OF MINNESOTA VALLEY TRANSIT AUTHORITY ' These Bvlaws amend and restate the Bvlaws of Minnesota Vallev Transit Authoritv �, adovted Februarv, 1993. ', ARTICLE I. ', NAME '', The name of this organization is the Minnesota Valley Transit Authority hereafter �!i "the Authoritv"). � ARTICLE IL I'� PURPOSE The purpose of this Authority �s to provide public transit service for the cities of Apple Valley, Burnsville, Eagan, Prior Lake, Rosemount, and Savage, the Aarties to the Joint Powers A�reement establishin� the Minnesota ValleY Transit Authori_ . ARTICLE III. DEFINITIONS Section 1. The term "nartv" herein is defined as a member of the Joint Powers Agreement establishing the Minnesota Vallev Transit Authoritv. Section 2. The term "countv" herein is defined as Dakota Countv or Scott Countv. Section 3. The term "Technical Work Groun" is a committee consistin� of one staff inember of each nartv which shall act as technicai advisors to the Board and shall also serve as the nartv's altemate Commissioner. ARTICLE �N. BOARD OF COMMISSIONERS The governing body of the Authority is its Board which consists of se�� Commissioners. Terms of the Commissioners are set by the e�e�partv or countv that have appointed therri-, except that the term of the at-large Commissioner is one vear, with a limit of four consecutive one vear terms. ARTICLE �V. MEETINGS QUORUM VOTE REQUIRED FOR ACTION OF THE BOARD Section 1. , , .The Board shall conduct its reeular meetin�s at the Authoritv o�ces t � on the fourth Wednesdav of each month at 7:Q0 n.m., unless the meetin� is chan�ed bv an affirmative vote of the Board. Section 2. All Commissioners are expected to attend regular meetings of the� Authority. Commissioners shall contact the Executive Director prior to the meeting if unable to attend, and shall notify the altemate Commissioner and request that the alternate Commissioner attend. Two consecutive absences by a Commissioner, along with the absence of his or her duly seated altemate1 from regular meetings shall result in written notification from the Executive Director under the direction of the Chair to the represented party or coun requesting a replacement be made. �4The notification shall be sent to the Commissioner's respective city administratorlmanager or chair of the countv commission who will be requested to bring the matter to ' ' ' ' the attention of his/her citv council or countv commission. In the event that the Chair and the absentee member are one and the same, the Vice Chair will then give direction to the Executive Director to carry out the process as mentioned above. Section 3. In the absence of the Commissioner, the designated alternate for the absent Commissioner shall act in the place of the Commissioner with all authority of the absent Commissioner. Section 4. Special meetings may be called by the Chair or any two Commissioners by written or telephone notice to each member of the Board and office of the City Administrator/Manager of each party and office of the Chair of the County Commission. Twenty-four hour notice should be given in advance of a meeting. Section 5. Emergency meetings may be called by the Chair or Executive Director if the delay needed to call a special meeting would cause serious harm to Minnesota Valley Transit Authority. Only urgent matters needing immediate attention without delay may be acted upon in an emergency meeting. Section 6. �eee�Five Commissioners, which must include at least four Commissioners anvointed bv a am, must be nresent at a meeting to constitute a auorum. A quorum is necessary for conducting the business of the Board and exercising its powers. Section 7. Action of the Board shall require the affirmative vote of€r�e-E4�3 E'���iss�eaer�a maioritv of Commissioners present at a meetin�, which maioritv must include at least four Commissioners avpointed bv a nartv; except that a Resolution of the Board to nurchase buses, motor vehicles, real estate or lease the same for a veriod in excess of five vears reauires the affirmative vote of all nine (9) Commissioners. Section 8. Meetings shall be conducted in accordance with the provisions of�e�i�se� �ebeF�"••���F�e��ee-e�-E�t-�e�the current edition of Robert's Rules of Order. I -2- � • . . � � t . � �II Section 9. The Board hall act b Res lution wi res ect to contracts � drehases of I', s v o th n . n buses. motor vehicles, real estate or leases in excess of five vears. Board nolicies, an� � other matter that in the oninion of le�al counsel should be bv Resolution. I ARTICLE VI. COMMITTEES The Board may establish standing and/or temporary committees. Committees s�m� be comprised of Commissioners and members of the Technical Work Groupe�, who may call upon staff or outside consultants for assistance and advice as necessary_� ee�ees- Commissioners and members of the Technical Work Group shall be appointed to the committees annually and when necessary, and assignments shall be reviewed at the February meeting. ARTICLE VIL OFFICERS Section l. Officers of the Authority shall consist of a Chair, a Vice Chair, a Secretary, a Treasurer, and such other officers as the Board deems necessary to conduct its business and affairs. Officers shall be elected at the regular meeting in January of each year for a term of one year, and shall serve until their successors have been elected and qualified. The Chair shall be limited to two consecutive one year terms. Section 2. Chair. The Chair shall preside at all meetings of the Board. The Chair shall also appoint the members of each standing or temporary committee from among the members of the Board and the Technical Work Group and may designate a cha.ir of each such committee. The Chair shall sign and execute all contracts, agreements, deeds, and other documents and instruments made by or on behalf of the Authority. Section 3. Vice Chair. In the absence of the Chair, the Vice Chair may exercise all the duties and powers of the Chair. Section 4. Secretary. The Secretary of the Authority shall maintain a record of all of the proceedings of the Board, provided, however, the taking and preparation of minutes may be performed by a recording secretary. The Secretary may attest to the signatures or signature of such officer or officers of the Authority authorized to execute any document or instrument on behalf of the Authority. Section 5. Treasurer. The Executive Director shall be the official custodian of all of the financial records of the Authority under the guidance or direction of the Treasurer. -3- _ _ . ARTICLE VIII. EXECUTIVE DIRECTOR The Authority may employ an Executive Director who shall have general supervisory authority over administration ar�e�of all of the business and affairs of the Authority . including, but not limited to, administration of the transit system or systems provided by the Authority, contracts for transportation service, marketing and promotion of such services, as well as recommendations for changes and additions to the transportation services provided. The Executive Director shall si�n and execute all contracts, deeds, and other documents and instruments made bv or on behalf of the Authoritv. The Executive Director shall have the care and custody of all funds of the Authority and shall deposit the same in the name of the Authority in such bank or banks as the Board may select. The Executive Director shall perform such other duties and funciions as may be required from time to time by the Board. Compensation of the Executive Director shall be established by the Board. The Board may also employ other persons, from time to time, as determined necessary for the efficient operation and delivery of transit service. AR.TICLE �IX. DISBURSEMENT OF FUNDS Section 1. Disbursement of funds shall be by an order drawn by the Chair and the Executive Director upon the Treasurer. Except when issued for the payment of judgments, salaries, and wages previously fixed by the Board or by sta.tute, principal and interest on obligations, rent, and other fixed charges, the exact amount of which has been previously determined by contract authorized by the Board, and except as provided hereafter, no order shall be issued until the claim to which it relates has been audited and allowed by the Board. Upon allowance by the Board, a claim may be paid. Section 2. Notwithstandin� the nrovisions of Section 1 herein, the Executive Director is authorized to nav claims incurred in the usual course of oneratin� Minnesota Vallev Transit Autlioritv without prior Board authorization to a maximum total amount of $10,000 ner month. The Executive Director shall_submit claims naid under this Section to ', the Board at its next meetin� for audit and ratification. ��, Section �3. When payment of a claim based upon co�r,�ct cannot be deferred until ' the next Board meeting without loss to the Authority through forfeiture of discount privileges, or otherwise, it may be paid immediately if the �er�e�item is endorsed for payment by at least a majority of all members of the Board. The claim shall be acted upon €��and ratified at the next ��Board meeting ' *'� � 'F '` ''"`' ""` �ee�-g��. Section �4. Any officer or other agent or employee of the Authority who is authorized, singly or in conjunction with another or others, to sign checks, drafts, warrants, warrant checks, vouchers, or other orders on public funds on deposit in a depository bank, -4- , r may authorize the bank to honor any such insttument bearing a facsimile of that person's signature and to charge the same to the account upon which drawn as fully as though it bore his or her manually written signature. Any one or more of all of the signatures upon any such instrument may be by facsimile as herein provided. " ARTICLE �X. OFFICIAL NEWSPAPERS The Authoriri desi�nates as its official newsuaners the official newsnauers desi�nated bv the narties and Dakota and Scott Counries. ARTICLE XI. AMENDMENTS These Bylaws may be amended at any regular or special meeting of the Board with the approval of five (5) Commissioners of the Board, which must include at least four Commissioners annointed bv a nartv, nrovided a copy of the proposed amendment has been furnished to each Commissioner of the Board at least ten �8}-rlays prior to the meeting subject to ratification of each party. , Motion to Adopt Bylaws: Motion Seconded By: Ayes Nayes ADOPTED as amended -by the Minnesota Valley Transit Authority this _ day of , 1996. MINNESOTA VALLEY TRANSIT AUTHORITY BY: Its Chair ATTEST Its �v��.,�;..s T,:�s�+�r Secre 10252\950712t51486(nonredlined version is az 5148'n -5- . --_ • AMENDED AND RESTATED MVTA JOINT POWERS AGREEMENT ESTABLISHING THE MINNESOTA VALLEY TRANSIT AUTIiORITY , , THIS JOINT POWERS AGREEMENT is by and among the Cities of Apple Valley, Bumsville, Eagan, Prior Lake, 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 A�reement adopted in March 1993 and amended in April 1994. The A�reement is made pursuant to the authority conferred upon the parties by Minnesota Statutes §§ 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 etropolitan 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 which shall act as technical advisors to the Board and shall also serve as the party's altemate commissioner. 4. Parties. The municipalities which are the original parties to this Agreement are Apple Valley, Burnsville, Eagan, Prior Lake, Rosemount, and Savage. Additional ��arties may be added by the concurrence of all the existing parties. No change in governmental boundaries, structure, organizationaT 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 Authoriry shall be its Board which will consist of nine (9) voting commissioners. Each party shall appoint one commissioner, and one alternate commissioner who shall also serve on the Technical Work Group, The commissioners from the cities of Burnsville, Eagan, and Apple Valley shall additionally collectively appoint one commissioner and one altemate. 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 be limited to serving four consecutive one year terms. �egre�a� �-�e�rr•�Metronolita.n 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 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 -2- aforementioned commissioners on an annual basis. Alternate commissioners, with the exception of the at large altemate, shall each be a member of the staff of a party and shall serve on the Technical Work Group, or for county commissioners, their alternates �m�a be a commissioner or staff inember of the county making the appointment. The terms of office of commissioners shall be determined by the party ar 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 �4at least four {4) of the $ear� �bers 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 an affirmative ma'ori�vote which must include at least �a�e��--e€four (4) of the commissioners appointed by the parties or such a commissioner's alterna.te 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 o�cers as it deems necessary to conduct its business and affairs. The cunent 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 off'icer 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 §§ 473.3$4 and 473.388 to provide public transit service to serve the geographic area of the parties. The Authority shall have all powers necessary to discharge its duties. (B) 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 Authoriry 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 duty shall be to administer policies as established by the Authority. The executive director shall be an employee of the Authority. The Authority may enter into employment contracts with other personnel and may 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. (n The Authority may contract to purchase services from any one of the parties. (K) Without the unanimous approval of�k��all nine Commissioners, the Authority shall not purchase buses, motor vehicles, buildings, real estate or lease the same for a period in excess of five (5) years. 7. Operating Costs, Budget, and Financial Liability. (A) The Authoriry shall have a fiscal year beginning January 1 and ending December 31. On or before Ae�ebe�Ju�l� 1 of each year, the Executive Director shall prepare an estimated budget for the next fiscal year including an estimate of expenditures, operating costs, and revenues. The proposed budget shall be submitted to each arty for review and comment within fourteen (14) davs of the date of submittal. Capital expenditures and operating costs shall be limited to revenues received pursuant to Minnesota Statutes §§ 473.384 and 473.388, and estimated revenues to be received from operation of the transit system. The Board shall review and approve or disapprove the budget. The budget may be adjusted from time to time -4- _ _ _ __ ._ _ on the basis of actual costs incurred or changes in estimated revenue oT 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 which each party receives pursuant to Minnesota Statutes §§ 473.384 and 473.388. 8. Insurance. The Authority shall purchase liabili insurance coverage to cover the activities of the Authoritv. The Authoritv shall provide all parties with conies of the liabilitv insurance covera�e documents. The liabilitv insurance covera�e shall provide all parties with sixtv (60) davs notice of cancellation, material chan�e or termination of covera�e. In the event the liabilitv insurance coverage is cancelled, or otherwise becomes unavailable, the Authoritv shall procure similar liability insurance covera�e from another entitv. The Authoritv shall purchase insurance in addition to liabilitv 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 1, 1991 and as amended ' ' , 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 7anuary lOth of the year at the end of which such withdrawal is to be effective. Withdrawai 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. w�cna�Wal of any party or termination of the Agreement by all parties shall not terminate or limit any liabiliry, contingent, asserted or unasserted, of any party arising out of that party's participation in the Agreement. 10. Distribution of Assets. In the event of withdrawal of any party from this Agreement, the withdrawing party shall not be reimbursed. In the event of termination of this Agreement by all parties, all of the assets which remain after payment of debts and obligations shall be distributed among the municipalities who are parties to this Agreement -5- _ _. immediately prior to its termination 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 Authority during the previous five (5) �� years by the total amount contributed to the Authority over the previous five (5) years by all the municipalities who are parties to this Agreement immediately prior to its termination. 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. 11. Effective Date. This Agreement shall be in full force and effect when all six (6) initial Members, delineated in paragraph 4 of this Agreement, sign this agreement as amended��4. All Members need not sign the same copy. The signed Agreement shall be filed with the Executive Director, who shall notify all Members at the earliest Board meeting of its effective date. Until this Agreement, as amended, is signed by all Members, the preceding Agreement shall stay intact and in effect. IN WITNESS WHEREOF, the undersigned government units, by action of their goveming bodies, have caused this Agreement to be executed in accordance with the authority of Minnesota Statutes § 471.59. Adopted this day of , 199_. Adopted this of , 199_. CITY OF APPLE VALLEY CITY OF BURNSVILLE By By Its Its ATTEST: ATTEST• By By Its Its : -6- __ _ _ _ _ _ _ _ Adopted this day of , 199_. Adopted this of , 199_. CITY OF EAGAN CITY OF PRIOR LAKE B B � il Y Y Its Its ' AT'TEST: ATTEST: By By Its Its Adopted this day of , 199_. Adopted this of , 199_. CITY OF ROSEMOUNT CITY OF SAVAGE By By Its Its ATTEST: ATTEST: By By Its Its 10252-950712/51483(NONREDLINED VERSION AT 51485) _7- . STATE OF MINNESOTA ) � �'�� ) ss. � COUNTY OF DAKOTA ) On this day of , 199_, 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 authoriry of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. (SEAL) NOTARY PUBLIC STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) On this day of , 199_, 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 a�xed 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) NOTARY PUBLIC 10252-950712/51483(NONREDLINED VERS[ON AT 51485) -g- STATE OF MINNESOTA ) ) ss. � COUNTY OF DAKOTA ) On this day of , 199_, before me a Notary Public within and for said County, personally appeared and , to be personally known, who being each by me duly swom, 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 seat affixed to said instrument was signed and sealed in behalf of said municipality by authoriry of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed '�, of said municipality. �, (SEAL) NOTARY PUBLIC STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) On this day of , 199_, 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 PRIOR LAKE, the municipaliry named in the foregoing insmiment, 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) NOTARY PUBLIC 10252-9507 1 2/5 1 483(NONREDLINED VERSION AT 51485) -9- STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) On this day of , 199_, 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 faregoing 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) NOTARY PUBLIC STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) On this day of , 199_, before me a Notary Public within and for said County, personally appeared and , to be personally known, who being each by me duly ' swom, 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 I Council, and said Mayor and Clerk acknowledged said instrument to be the free aet and deed of said municipality. (SEAL) . NOTARY PUBLIC 10252-950712/51483(NONREDLINED VERSION AT 51485) -10- __ , AMENDED AND RESTATED MVTA JOINT POWERS AGREEMENT � � ' ESTABLISHING THE 11RINNESOTA VALLEY TRANSIT AUTHORITY THIS JOINT POWERS AGREEMENT is by and among the Cities of Apple Valley, Burnsville, Eagan, Prior Lake, 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. The Agreement is made pursuant to the authority conferred upon the parties by Minnesota Statutes §§ 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. i 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 goveming 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 which shall act as technical advisors to the Board and shall also serve as the party's altemate commissioner. 4. Parties. The municipalities which are the original parties to this Agreement are Apple Valley, Burnsville, Eagan, Prior Lake, Rosemount, and Savage. Additional ' parties may be added by the concurrence of all the existing parties. No change in ' governmental boundaries, structure, organizationa.l 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 nine (9) voting commissioners. Each party shall appoint one commissioner, and one alternate commissioner who shall also serve on the Technical Work Group. 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 be limited to serving four consecutive one year terms. 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 counry making the appointment. The at large commissioner and altemate 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. Alternate commissioners, with the exception of the at large alternate, shall each be a member of the staff of a party and -2- shall serve on the Technical Work Group, or for county commissioners, their altemates may be a commissioner or staff inember of the county making the appointment. The terms of office of commissioners shall be determined by the garty 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 Authoriry. (E) Five commissioners, which must include at least four (4) 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 an affirmative majority ' vote, which must include at least four (4) 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 goveming 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. The Authority shall have all powers necessary to discharge its duties. (B) 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. (C) The Authority may enter into such contracts to carry out the purposes of the Authority. -3- (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 duty shall be to administer policies as established by the Authority. The executive director shall be an employee of the Authority. The Authority may enter into employment contracts with other personnel and may provide for compensation, insurance, and other terms and conditions that it deems necessary. (F) The Authoriry may enter into a contract for management services. (G) The Authoriry 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. (n The Authority may contract to purchase services from any one of the parties. (K} Without the unanimous approval of all nine Commissioners, the Authority shall not purchase buses, motor vehicles, buildings, real estate or lease the same for a period in excess of five (5) years. 7. Operating Costs, Budget, and Financial Liability. (A) The Authoriry shall have a �scal year beginning January 1 and ending December 31. On or before July 1 of each year, the Executive Director shall prepare an estimated budget for the next fiscal year including an estimate of expenditures, operating costs, and revenues. The proposed budget shall be submitted to each party for review and comment within fourteen (14) days of the date of submittal. Capital expenditures and operating costs shall be limited to revenues received pursuant to Minnesota Statutes §§ 473.384 and 473.388, and estimated revenues to be received from operation of the transit system. The Board shall review and approve or disapprove the budget. 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. -4- i (B) The annual financial contribution to the Authority of each party shall be the total amount of assistance which each party receives pursuant to Minnesota Statutes §§ 473.384 and 473.388. 8. Insurance. The Authoriry shall purchase liability insurance coverage to cover the activities of the Authority. The Authority shall provide all parties with copies of the liabiliry insurance coverage documents. The liability insuranee 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 l, 1991 and as amended 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 January lOth 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 tha.t party's participation in the Agreement. 10. Distribution of Assets. In the event of withdrawal of any party from this Agreement, the withdrawing party shall not be reimbursed. In the event of termination of this Agreement by all parties, all of the assets which remain after payment of debts and obligations shall be distributed among the municipalities who are parties to this Agreement immediately prior to its termination in accordance with the following formula: Each municipality shall receive that percentage of remaining assets determined by dividing the total -5- amount of which that municipaliry contributed to the Authority during the previous fi�+e (5) years by the total amount contributed to the Authority over the previous five (5) years by all the municipalities who are parties to this Agreement immediately prior to�its termination. ,, 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. 11. Effective Date. This Agreement shall be in full force and effect when all six (6) initial Members, delineated in paragraph 4 of this Agreement, sign this agreement as amended. All Members need not sign the same copy. The signed Agreement shall be filed with the Executive Director, who shall notify all Members at the earliest Board meeting of its effective date. Until this Agreement, as amended, is signed by ail Members, the preeeding Agreement shall stay intact and in effect. IN WITNESS WHEREOF, the undersigned government units, by action of their governing bodies, have eaused this Agreement to be executed in accordance with the authority of Minnesota. Statutes § 471.59. Adopted this day of , 199_. Adopted this of , 199_. CITY OF APPLE VALLEY CITY OF BURNSVILLE By By Its I� ATTEST: ATTEST: By By Its I� -b- Adopted this day of , 199_ Adopted this of , 199_. CITY OF EAGAN CITY OF PRIOR LAKE By By Its Its ATTEST: ATTEST: By By Its Its Adopted this day of , 199_. Adopted this of , 199_. CITY OF ROSEMOUNT CITY OF SAVAGE By By Its Its ATTEST: ATTEST: By By Its Its 10252-950712/51485(REDLINED VERSION AT 51483) -7- � STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) . On this day of , 199_, 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 insmiment, and that the seal affixed to said instrument was signed and sealed in behalf of said municipality by authoriry of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. (SEAL) NOTARY PUBLIC STATE OF MINNESOTA ) 'I ) ss. COUNTY OF DAKOTA ) On this day of , 199_, 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 authoriry of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. (SEAL) NOTARY PUBLIC 10252-950712/51485(REDLINED VERSfON AT 51483) -g- STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) On this day of , 199_, 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 municipaliry named in the foregoing insmnnent, 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) NOTARY PUBLIC STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) On this day of , 199_, before me a Notary Public within and for said County, personally appeared and �, , to be personally known, who being each by me duly !, swom, 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 municipaliry 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) NOTARY PUBLIC 10252-950712/51485(REIILINED VERSION AT 51483) -9- STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) On this day of , 199_, before me a Notary Public within and for said County, personally appeared and , to be personally known, who being each by me duly swom, each did say that they are respectively the Mayor and Clerk of the CITY OF ROSEMOUNT, the municipality named in the foregoing insmxment, 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) NOTARY PUBLIC STATE OF MINNESOTA ) , ) ss. COUNTY OF DAKOTA ) I On this day of , 199_, before me a Notary Public within and for said County, personally appeared and , to be personally known, who being each by me duly swom, 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. (SEAL) NOTARY PUBLIC 10252-950712J51485(REDLINED VERSION AT 51483) -10- �. AMENDED AND RESTATED BYLAWS OF MINNESOTA VALLEY TRANSIT AUTHORITY These Bylaws amend and restate the Bylaws of Minnesota Valley Transit Authority adopted February, 1993. � ARTICLE L NAME The name of this organization is the Minnesota Valley Transit Authoriry (hereafter �� ,� the Authority ). ARTICLE II. � PURPOSE The purpose of this Authority is to provide public transit service for the cities of Apple Valley, Burnsville, Eagan, Prior Lake, Rosemount, and Savage, the parties to the Joint Powers Agreement establishing the Minnesota Valley Transit Authority. ARTICLE III. DEFINITIONS Section 1. The term "party" herein is defined as a member of the loint Powers Agreement establishing the Minnesota Valley Transit Authority. Section 2. The term "county" herein is de�ned as Dakota. County or Scott County. Section 3. The term "Technical Work Group" is a committee consisting of one staff inember of each party which shall act as technical advisors to the Board and shall also serve as the party's alternate Commissioner. ARTICLE IV. BOARD OF COMMISSIONERS The goveming body of the Authority is its Board which consists of nine Commissioners. Terms of the Commissioners are set by the party or county that have appointed them, except that the term of the at-large Commissioner is one year, with a limit of four consecutive one year terms. ARTICLE V. ! MEETINGS QUORUM VOTE REQUIRED FOR ACTION OF THE BOARD ', Section 1. The Board shall conduct its regular meetings at the Authority offices on the fourth Wednesday of each month at 7:00 p.m., unless the meeting is changed by an affirmative vote of the Board. __ . Section 2. All Commissioners are expected to attend regular meetings of the ' Authority. Commissioners shall contact the Executive Director prior to the meeting if unable ' to attend, and shall notify the altemate Commissioner and request that the alternate ' Commissioner attend. Two consecutive absences by a Commissioner, along with the absence ', of his or her duly seated altemate, from regulaz meetings shall result in written notification ! from the Executive Director under the direction of the Chair to the represented party or county requesting a replacement be made. The notification shall be sent to the Commissioner's respective city administrator/manager or chair of the county commission who will be requested to bring the matter to the attention of his/her city council or county commission. In the event that the Chair and the absentee member are one and the same, the . Vice Chair will then give direction to the Executive Director to carry out the process as mentioned above. Section 3. In the absence of the Commissioner, the designated altemate for the absent Commissioner shall act in the place of the Commissioner with all authority of the absent Commissioner. Section 4. Special meetings may be called by the Chair or any two Commissioners by written or telephone notice to each member of the Board and office of the City Administrator/Manager of each party and office of the Chair of the County Commission. Twenty-four hour notice should be given in advance of a meeting. Section 5. Emergency meetings may be called by the Chair or Executive Director if the delay needed to call a special meeting would cause serious harm to Minnesota Valley Transit Authority. Only urgent matters needing immediate attention without delay may be acted upon in an emergency meeting. Section 6. Five Commissioners, which must include at least four Commissioners appointed by a party, must be present at a meeting to constitute a quorum. A quoxum is necessary for conducting.the business of the Board and exercising its powers. Section 7. Action of the Board shall require the a�rmative vote of a majority of Commissioners present at a meeting, which majoriry must include at least four Commissioners appointed by a party; except that a Resolution of the Board to purchase buses, motor vehicles, real estate or lease the same for a period in excess of five years requires the affirmative vote of all nine (9) Commissioners. Section 8. Meetings shall be conducted in accordance with the provisions of the current edition of Robert's Rules of Order. Section 9. The Board shall act by Resolution with respect to contracts, purchases of buses, motor vehicles, real estate or leases in excess of �ve years, Board policies, and any other matter that in the opinion of legal counsel should be by Resolution. -2- _ _ _ _ ARTICLE VI. . COMMITTEES The Board may establish standing and/or temporary committees. Committees � be comprised of Commissioners and members of the Technical Work Group, who may call upon staff or outside consultants for assistance and advice as necessary. Commissioners and members of the Technical Work Group shall be appointed to the committees annually and when necessary, and assignments shall be reviewed at the February meeting. ARTICLE VII. OFFICERS Section 1. Officers of the Authority shall consist of a Chair, a Vice Chair, a Secretary, a Treasurer, and such other officers as the Board deems necessary to conduct its business and affairs. Officers shall be elected at the regular meeting in January of each year for a term of one year, and shall serve until their successors have been elected and qualified. The Chair shall be limited to two consecutive one year terms. Section 2. Chair. The Chair shall preside at all meetings of the Board. The Chair shall also appoint the members of each standing or temporary committee from among the members of the Board and the Technical Work Group and may designate a chair of each such committee. The Chair shall sign and execute all contracts, agreements, deeds, and other dacuments and insmaments made by or on behalf of the Authority. Section 3. Vice Chair. In the absence of the Chair, the Vice Chair may exercise all the duties and powers of the Chair. Section 4. Secretary. The Secretary of the Authority shall maintain a record of all of the proceedings of the Board, provided, however, the taking and preparation of minutes may be performed by a recording secretary. The Secretary may attest to the signatures or signature of such officer or officers of the Authority authorized to execute any document or instrument on behalf of the Authority. Section 5. Treasurer. The Executive Director shall be the official custodian of all of the financial records of the Authority under the guidance or direction of the Treasurer. ARTICLE VIIL EXECUTIVE DIRECTOR The Authority may employ an Executive Director who shall have general supervisory authority over administration of all of the business and affairs of the Authority including, but not lirnited to, administration of the transit system or systems provided by the Authority, cantracts for transportation service, marketing and promotion of such services, as well as recommendations for changes and additions to the transportation services provided. The -3- Executive Director shall sign and execute all contracts, deeds, and other documents and instruments made by or on behalf of the Authority. The Executive Director shall have the � care and custody of all funds of the Authority and shall deposit the same in the name of the Authoriry in such bank or banks as the Board may select. The Executive Director shall perform such other duties and functions as may be required from time to time by the Board. Compensation of the Executive Director shall be established by the Board. The Board may also employ other persons, from time to time, as determined necessary for the efficient operation and delivery of transit service. ARTICLE IX. DISBURSEMENT OF FUNDS Section 1. Disbursement of funds shall be by an order drawn by the Chair and the Executive Director upon the Treasurer. Except when issued for the payment of judgments, salaries, and wages previously fixed by the Board or by statute, principal and interest on obligations, rent, and other fixed charges, the exact amount of which has been previously determined by contract authorized by the Board, and except as provided hereafter, no order shall be issued until the claim to which it relates has been audited and allowed by the Board. Upon allowance by the Board, a claim rnay be paid. Section 2. Notwithstanding the provisions of Section 1 herein, the Executive Director is authorized to pay claims incurred in the usual course of operating Minnesota Valley Transit Authority without prior Board authorization to a maximum total amount of $10,000 per month. The Executive Director shall submit claims paid under this Section to the Board at its next meeting for audit and ratification. Section 3. When payment of a claim based upon contract cannot be defened until the next Board meeting without loss to the Authority through forfeiture of discount privileges, or otherwise, it may be paid immediately if the item is endorsed for payment by at least a majority of all members of the Board. The claim shall be acted upon and ratified at the next Board meeting. Section 4. Any officer or other agent or employee of the Authority who is authorized, singly or in conjunction with another or others, to sign checks, drafts, warrants, warrant checks, vouchers, or other orders on public funds on deposit in a depository bank, may authorize the bank to honor any such instrument bearing a facsimile of that person's signature and to charge the same to the account upon which drawn as fully as though it bore his or her manually written signature. Any one or more of all of the signatures upon any such instrument may be by facsimile as herein provided. -4- __ _ _ _ . _ _ . _ ARTICLE X. � OFFICIAL NEWSPAPERS The Authority designates as its official newspa�rs the official newspapers�designated by the parties and Dakota and Scott Counties. ARTICLE XI. AMENDMENTS These Bylaws may be amended at any regular or special meetiug of the Board with the approval of five (5) Commissioners of the Board, which must include at least four Commissioners appointed by a party, provided a copy of the proposed amendment has been furnished to each Commissioner of the Board at least ten days prior to the meeting subject to ratification of each party. Motion to Adopt Bylaws: Motion Seconded By: Ayes Nayes ADOPTED as amended by the Minnesota Valley Transit Authority this _ da.y of , 1996. MINNESOTA VALLEY TRANSIT AUTHORITY BY: �' Its Chair ATTEST Its Secretary 10252\950712�51487(redlined version is az 5148� -5- _ _ _ _. _ _ , i � � Bumsville Transit Station 100 East Highway 13 •Burnsville, MN 55337 Ph. (612) 882-7500•Fax: (612) 882-7600 TO: Rick Kelley,Apple Valley DATE: October 29, 1997 Chuck Ahl,Burnsville Shannon Tyree, Eagan ' Bre�Woodson, Prior Lake �ick Pearson, Rosemount Jean Gramling, Savage � FROM: Robin Selvig, MVTA RE: Approval of Joint Powers Agreement At the October 1, 1997 MVTA Board meeting,the boazd approued a motion to send the revised Joint Powers Agreement to MVTA cities for approval. Attached please find a copy of a resolution to be approved by your City Council along with a red-lined and clean copy of the Joint Powers Agreement. Also enclosed is a red-lined and clean copy of the Bylaws adopted by the MVTA Board. Please arrange to have the approval of the MVTA Joint Powers Agreement on your Council's . agenda as soon as possible. Upon approval of the Agreement,please have an original of the Resolution and of the clean Joint Powers Agreement signed by the appropriate individuals and return these items to me. If you have any questions,please do not hesitate to call the MVTA at 882-7500. Thank you for your assistance. Public transportation for Apple Valley, Burnsville, Eagan, Prior Lake, Rosemount, Savage