HomeMy WebLinkAbout7.f. Amendment to MVTA Joint Powers Agreement � ,
CITY OF ROSEMOUNT
EXECIITIVE SUMMARY FOR ACTION
CITY COUNCIL MEETING DATE: MARCH 16, 1993
AGENDA ITEM: AMENDMENT TO MVTA JOINT POWERS AGENDA SFsCTION:
AGREEMENT NEW BUSINESS
PREPARED BY: SHEILA KLASSEN, COUNCILMEMBER AGENDA �E� � '� �
ATTACffi+�ENTS: MEMO, MVTA JOINT POWERS APP O Yz
AGREEMENT, BYLAWS, PROCEDURES
Gt�- /
This is a request for the City Council to consider approving the attached
Joint Powers Agreement involving the cities of Apple Va11ey, Burnsville,
Eagan, Prior Lake, Rosemaun� and Savage.
At the MVTA Board Meeting on February 24, 1993, the Board members approved
the attached amended Joint Powers Agreement draft. The major change is
that a member of each city' s staff becomes a member of the Technical Work
Group and is automatically the alternate commissioner who would have voting
privileges in �he appoi.nted commissioner' s absence.
In Rc�semount' s ease Rick Pearson is a member of the Technical Work Group
and therefore the altiernate commissioner.
If you have any questions, please call me or I will be happy to expound at
the meeting.
RECOIrIl+2ENDED ACTION: MOTION TO APPROVE THE AMENDED MVTA JOINT POWERS
AGREEMENT ESTABLISHING THE MINNESOTA VALLEY TRANSIT AUTHORITY TO BE
APPROVED BY THE MVTA BOARD ON MARCH 24, 1993 .
COUNCIL ACTION:
DATE: March 1, 1993
T(J: MVTA Board Members
FROM: Audrey Swartz, MVTA Staff
RE: Revised MVTA Joint Powers Agreement, Bylaws and Procedural
Guidelines
Enclosed are the MVTA Joint Powers Agreement, Bylaws and Procedural
Guidelines as amended and approved at #he regularly scheduled MVTA
Board meeting on February 24, 1993.
A# that meeting it was determined that the MVTA Joint Powers Agreement
must receive approval from each commissioner's city councif before the
MVTA can formerly adopt the rules as amended.
It is hoped that this wiU be accomplished before March 24, 1993 and then
brought to the regularly scheduled board meeting for final approval and
impiementation by the MVTA on March 24, 1993.
If you have any questions, please call me at 431-4311 .
MVTA JO1NT POWERS AGREIIVIE�I'I'
ESTABLISHING THE A�IINNESOTA VALLEY TRANSIT ALTTHORITY
REVISED MARCH 24,1993
THIS JOINT POS�VERS 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 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. T'he 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) "COUhTCIL" means the governing body of a party to this
Agreement.
(D) "REGIONAL TI2ANSIT BQARD {RTB)" is the regional transit
board as established by Minnesofia Statutes �473,3?3.
(E) "ADVISORY COMMITTEE" is a committee consisting of the City
Manager or Chief Administrator of each party, or his or her designee which
shall act as an advisory body to the Board.
(F) "1'ARTY" means any city which has entered into this
Agreement.
(G) "TEC�-IIVICAL W�RK GROLTP° is a committee consisting of one
staff inember of each party which shall act as teehnical advisars to the
Advisory Committee and the Baard and shall also serve as the �artvr's
alternate eommissioner.
4. Parties. The municipalities which are the original parties to this
Agreement are Apple �7alley, Burnsviile, Eagan, Prior Lake, Rosemount, and
Savage. Additional Parties may be added by the concurrence af 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
�Fill consist of seven (7) voting commissioners. Each party shall appoint one
commissioner, and one alternate commissioner who shall also serve on the
Technical Work Grou� The n+�.e€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 a�pointed bv the three commissioners aforementioned and shall
henceforth be known as the "at 1ar e commissioner"and fhe "at lar e
alternate" respectivelv, and will be appointed annually at the Tanuarv meetin�
and will be limited to servin four consecutive one ear terms. � 1�c��
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-2-DRAFT JOINT POWERS AGREEMEN7, MVTA
(B) Commissioners shall be a member of the Council of each party
or its designee. The at lar�e eommissioner and alternate ma,��or_ma,y not
be an_elected official as ta be deterrnined bv the commissioners fram A�ple
Valley, Burnsville and Eagan on an annual basis. Alternate commissioners,
with the exception of the at lar�e alternate shall each. be a member of the staff
of a party and shall serve on the Technical Work Grouv. The terms of office
of commissioners shall be determined by each party.
(C) A comrrussioner ma� be removed by the party appointing the
commissioner with or without cause.
(D) Commissioners shall serve without comp�nsation from the
Authority.
(E) At least five (5) of the members of the Board 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 vote af five (5) of the eommissioners or a
commissioner's alternate in his ar her absence
(F) At the anuar rneeting or as soon thereafter as it
may be reasonably done, the Board may adopt rules and regulations
governing its meetings.
(G) . At the . . . . ' January .
me_____eti� of each year L'�^r-���, the Board shall elect a-c-��e�se�t-chair, a
vice �pe� chair, a secretary, a treasurer, and such other officers as it
deems necessary to conduct its business and affairs.
6. Powers and Duties of the AuthoriEy.
(A) General. The Authority has the powers and duties to establish a
program pursuant to Minnesota Statutes ��473.384 and 473.388 to pro�ide
public transit service to serve the geographic area of the parties. The
Authority shall have �Il powers necessary to dischaxge its duties.
(B) The Authority may acquire, own, hald, use, improve, operate,
maintain, lease, exchange, transfer, sell, or otherwise dispase of equipment,
property, or property rights as deemed necessary to carry aut the purposes of
the Authority.
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(C) The Authority m�y 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.
(fi) The Authority may enter into a contract for management
services.
(G) The Authority may sue or be sued.
(I� The Authority shall cause to be made an annual audit of the
books and accounts of the Authority and_shatl make and file the report to its
Members at least once each year.
(n The Authority shall maintain books, reports, and records of its
business and affairs which�hall-be available for and open to inspection
by the parties at all reasonable times.
(n _ The Authority_may contract to purchase serviees from any one
of the parties.
(K) Without the unanimous approval of the Board, the Authority
shall not purehase 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 Liabilify.
(A) The Authority shall have a fiscal year beginning January 1 and
ending December 31. On or before ��October 1 of each year� the�se�-
�er.� Executive Direetor shall prepare an estimated budget for the next fiscal
year including an estimate of expenditures, operating costs; and revenues.
Capital expenditures and operaring costs shall be limited to revenues received
pursuant to Minnesota Statutes ��473.384 and 473.388, and estimated
-4-DRAFT JOINT POWERS AGREEMEN7, MVTA
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 acival costs incurred or changes in estimated
revenue or ex,�enditures. 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 insurance in sueh arnounts
and on such terms as the Authority shall determine.
9. Duration of Agreement. This Agreement shall continue in force-��
commencin on January 1, 1991 and as amended in March 1993 and thereafter from
year to year, subjecf 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 �ffeet 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 pa�ies shall not terminate or limit any liability,
__�-_ - __ .
contingent, asserted or unasserted, of any party arising out of that party's
participation in the Agreement.
10. DistribuEion 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 arnong the muniapal'rties who
are parties to this Agreement immediateiy prior to its termination in accordance
with the following formula: Each municipality shali 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
-5-DRAFf JOINT POWERS AGREEMENT,MVTA
municipalities who are parties to fihis 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
aIl six (6) initial Members, delineated in paragraph 4 of this Agreement, sign this
agreement as amended March 1993. All Members need not sign the same copy. The
signed Agreement shall be filed with
n��^~~�„�'� the Executive Director, who shall notify all Members���g at the
earliest Board meeting of its effective date. '
,
�' � . Until this A�reement, as amended, is si ned bY all Members
the preceeding A�reement shall sta� in tact and in effect
IN WTTNESS WHEREOF, the undersi,gned government units, by action of
their governing bodies, have caused this Agreement to be executed in accordance
with the authority af Minnesota Statutes §47r�g:
NOTARY OF EACH
Adop#ed this day of - , 1993. SIGNATURE BELOW
CTTY OF APPLE VALLEY
By • - --------------- -- ------ ----
Its: Notary Public
ATTE5T:
BY�-------------------- --------- ---
Its: Notary Public
-6-DRAFT JOtNT POWERS AGREEMENT,MVTA
Adopted this day of , 1993.
CTTY OF BURNS�7ILLE
By ' --- -------- -- -- --
Its: Notary Public --- —
ATTEST: �
By�-------------- — — -- ------- —
Its' . Notary Public -- --
__, __—__,____
Adopted this day. of , 1993. -- __
_ _ —CTTY OF EAGAN
BY ' ----------------
Its: Notary Public --�----
ATTEST:
B y�--------------- —
Its: Notary Public - -- --
� .
-7-DRAFT JOINT POWERS AGREEMENT, MVTA
Adopted this day of ; 2993.
CITY OF PRIOR LAKE
B�' - ------- - - - ---- ------
Its: Notary Public
ATTEST:
B Y�----- -- --- -
Its: Notary Public --------
- .
Adopted this day of , 1993. -
CITY �F ROSEMOUNT
By . --------- -- -- ----------- ---
Its: Notary Public
ATTEST:
B Y�- ---- -- -----
Its: Notary Public --------
-8-DRAFT JOINT POWERS AGREEMENT,MVTA
Ad
o ted this da of 1993.
P
Y
CITY OF SAVAGE
By • ------ --------- ---- --- ------
Its: Notary Public
ATTEST:
By�---- --------------- ---------------- -
Its: Notary Public
-9-DRAFT JOINT POWERS AGREEMENT, MVTA
D"���YLAWS
OF
MINNESOTA VALLEY TItANSIT AUTHORITY
ARTICLE I.
LIA1�E
The name of this organization is the Minnesota Valley Transit Authority.
ARTICLE II.
�iJRPOSE
The purpose of this Authority if to provide public transit service £or the cities of
Apple Valley, Burnsville, Eagan, Prior Lake, Rosemount, and Savage,
AItTICLE III.
BOARD OF COIVII�IISSIONIItS
Section 1. The governing body of the Authority if its Board which consists
of seven (7) Commissio�te���tt�o=t�e Commissioners are set by the cities that
have appointed them.
ARTICLE IV.
NiEE'TII�TGS,Q(JORUM.VOTE ItEOUIItED FOR ACTIt�N OF THE BOARD
Section L The Board meeting schedule shall be determined by the Baard
or, when neeessarv, as notified.
Section 2. All �� commissioners are expected to attend regular
meetings of the Authority. '`�^z.���Commissioners shall contact the Executive
Director prior to the meeting if they are unable to attend, and shall notify the
alternate commissioner and request that the alternate attend. ���-ee-(�Two 2
consecutive absences by a Commissioner, e� along with the absence of his or her#�e
dulv seated alternate from regular meetings shall result in written notification from
the Minnesota Valley Transit Authority Executive Director under the direction of
the chair to the represented party requesting a replacement be rnade. �
��;., r�....- ., .. ,.�,,,. ,.� c;n �.�,,. ;„� ,.,,,.w, „c ��r;,,,, The notification shall
� . �t:,t.,�...� � s•� .
be sent to the commissioner's respective cit,y administrator manager who will be
requested #o bring the matter to his/her citv council's attention. In the event that
the chair and the absentee member are one in the same, the vice chair will then ive
direction to the Executive Director to carr,y out the pracess as mentioned above.
ecti n � In the absence of a Commissioner, the designated alternate for
the absent Commissioner shali act in the place of the Commissioner with all
authority of the absent Commissioner.
Section 4. Special meetings may be called by the-�-���ge�se�Chair or anY
two (2) Commissioners by written or telephone notice to each member of the Board
and office of the City Manager/Administrator of each member city. Twenty-four
(24) hour notice shall be given in advance of the meeting.
Section 5. Emergency meetings may be cailed by the-€��r-�e�sa�Chair or
Executive Director if the delay needed to call a special meeting would cause serious
harm to Minnesota Valley Transit Authority. Only�e-�ur�ent matters needin
immediate attention without d_, elav may be acted upon at an emergeney meeting.
ec i n 6 Five (5) Board Coxrimissioners shall canstitute a quorum which
shall be necessary for conducting the business of the Board and exercising its powers.
Section 7. Action of the Board shall require the affirmative vote of five {5)
Commissioners.
Section 8. Meetings shall be conducted in accordance with the provisions
of Revised Roberf's Rutes of Order, Second Edition.
ARTTCLE V.
�OMIVIITI'�ES
The Board may establish standing`a� and or temporazy comrruttees. Committees
shall be comprised of commissioners only who ma, cy all upon staff or outside
assistance and advise as necessar,�,vet onlv the commissioners ma,y vote and endorse
final recommendations, from these committees. Commissioners shall be a�pointed
to these committees annual� and when necessarv, and assi�nments shall be
reviewed at the Februarv meeting.
-2-Draft Bylaws 3/93
ARTTCLE VI.
OFFICERS
�ec�on 1• Officers of the Authority shall eonsist of a��r�e�seR Chair, A
Vice £�a�e�se�t Chair, a Secretary, a Treasurer, and such other officers as the Board
deems necessary to conduct.its business and affairs. Officers shall be elected in
January of each year for a term of one year and until their suc�essors have been
elected and qualified. The Chair shall be limited to two conseeutive one vear terms. '
Section 2. �''_:n'-���Y^^-� Chair. The-� ' e�se�Chair shall reside at all
---_r_-___ a�g p
meetings of the Board. The��e�seR Chair shall also appoint the member of
each standing or temporary con�mittee from among the members of the Board and
may designate a���pe��Chair of ea�h such committee. The-���t Chair
j-----
shall sign and eacecute all contracts, agreements, deeds, and other documents and
instruments made by or on hPh a 1 f af ����{�ori#y.
�ection 3• Vice ��#a�ger-se�t Chair. In the absence of the-�a�e�e�
Chair, the Vice���e�se�Chair may exercise all the duties and powers of the
E:�a��pe�se�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 preformed by a recording secretary. The Secretary
may attest to the signatures or signature of such officer or officers of the Authority
who may sign or execute any document of instrument on behalf Qf the Authority.
Section�. Treasurer. The Executive Director shall be the official custodian
of aIl of the financial records of the Authority under the guidance or direction of the
Treasurer.
ARTICLE VII.
EXECUTIVE DTRECT�R
The Commissioner may employ an Executive Director who shall have general
supervisory authority over administration of all of the business and affairs af the
Authority including, but not limited to, adminisiration af the transit system or
-3-Draft Bylaws 3/93
systems provided by the Authority, coniracts for transportation serviee, marketing
and promotion of such services, as well as recommendations for ch:anges and
additions to the transportation services provided. The Executive Direetor shall have
the caze 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 Exeeutive
Director shall perform such other duties and functions as may required from time to
time by the Board. Compensation of the Execurive Director shall be established by
the Board. The Board may also employ other persons, frorn time to time, as
determined necessary for the efficient operation and delivery of transit service.
�►RTICLE VIII.
DISBURSEMENT OF FUNDS :
ec ion 1. Disbursement of funds shall be by an order drawn by the
���e�se� Chair and the Executive Director upon the Treasurer. Except when
issued for the payment of judgements, salaries, and wages previously fixed by the
Board or by statute, principal and interest on obligations, rent, and other €ixed
charges, the exact amount of which has been previously determined by contract
authorized by the Soard, and except as provided hereafter, no order shall be issued -
until the claim to which it relates has been audi#ed and allowed by fihe Board. Upon
allowance by the Board, a claim may be paid.
Section 2. When payment of a claim based upon contract����annor be
deferred until the next Board meeting without loss to the Authority through
forfeiture of discount privileges, ar otherwise, it may be paid immediately if the
itemized is endorsed for payment by a least a rnajority of all members of the Board.
The claim shall be acted upon formally at the next Board meeting in the same
manner as if it had not been paid.
Section 3. 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, vauchers, or other orders on public funds on deposit in a
depository bank may authori2e the bank to honor any such instrument bearing a
facsimile of that-�e��se�s's person's signature and to charge the same to the aecount
upon which drawn as fully as though it bore his or her manually written signature.
-4-Draft Bylaws 3/93
Any one or more or all of the signatures upon any such instrument may be
facsimile as herein provided.
ARTICLE DC.
AMENIaMEIV'TS
These ��s B,�laws may be amended at any regular or special meeting of the
Board with the approval of five (5) Commissioners of the Board, provided a copy of
the proposed amendment has been furnished to each Commissioner of the Board at
least ten {10) days prior to the meeting sub}ect to ratification of each party.
Motion to Adopt � B_„_ylaws:
Motion Seconded By:
Ayes __ Nays _N�_�
AD�PTED as amended February 1993 by the Minnesota Valley Transit Authority
_ this day of , 1993.
MINNESOTA VALLEY TRANSIT AUTHORITY
B Y:
-------------------�__----
Its Chair
ATTEST
-----------------------------
Its Executive Director
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. , s
Procedural Guidelines
Adopted by the Minnesota Valley Transit Authorify
February 24,1993
1. As stated in the Joint Powers Agreement, Section 5 (E), "Attendance by a quorum af
the Board shall be necessary for conducting a meeting of the Board." Therefore, regularly
scheduled board.meetings should not be held, even for discussion purposes, if a quorum is
not present. It is felt that business is being conducted a# such meetings even if no action is
taken. During a meeting held for discussion purposes Qnly, information is exchanged,
people may be influenced, ideas developed, committees established that may or may not
determine some direction of the Minnesota Valley Transit Authority without proper
representation from all parties. This is also in keeping with Robert's Rules of Order.
2. It will be assumed and assured #hat all Minnesota State, Local, Federal and other
pertinent laws, rules and regulations will be adhered to. State, Federal, loeal and any other
pertinent reports will be filed as required
3. Staff will make every effort to accommodate the.�vishes of Board Members regardi��g -
meeting times, changes and cancellations. The calendar of regularly scheduled Board
meetings will Ibe determinec��at th�-�anuary meeting of every year and approved by the
Board.
4. It is the general consensus of the Technical Work Group that staff is responsive to
the needs, requests, questions, concerns, comments, recommendations, commendations af
the riders through daily contact, letters, a quarterly newsletter, postage paid customer
comment cards that are on all buses, rider liaison regiatration, surveys and occasionally
riding the bus, etc. Any and all contact made with customers is followed up with some
decisive action made by staff whieh is then relayed to the passenger(s) it eoncerns. If the
Board feels that there needs to be rnore passenger input beyond what is listed above, it is
recommended that a rider focus group be formed and led by a staff person.
Draft, MVTA February 1993