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HomeMy WebLinkAbout4H - MN Valley Transit AGENDA #: PREPARED BY: SUBJECT: DATE: INTRODUCTION: BACKGROUND: STAFF AGENDA REPORT 4H Assistant City Manager Blair Tremere Proposed Amendments to Joint Agreements with Minnesota Valley Transit Authority (MVTA) and Suburban Transit Authority (STA) December 16, 1996 The City belongs to both transit authorities through joint agreements approved by the City Council. Each group periodically reviews its by-laws and policies and recommends changes where warranted. Both the MVTA and STA have recently done this and the proposed amendments are presented with this report. MVTA. The City was one of the initial members who approved the joint powers agreement in 1990. The agreement has been amended a couple of times, most recently in 1994. The MVTA Board has approved and recommends several amendments to the agreement as outlined in the attached letter from Executive Director Bev Miller. The MVTA Board earlier this year approved amendments to the By-laws and, pursuant to the joint powers agreement, the member cities must ratify them. The changes are also outlined in Bev Miller's letter. STA. This organization was established in 1995 by several suburban transit authorities including MVTA, to promote the legislative and related interests of the so- called "opt-out" communities. Prior Lake is a member by virtue of the MVTA and by the approved joint agreement. The ST A has recommended amendments to the joint agreement as outlined in the attached letter from Bob Renner, the attorney who serves as the STA legislative consultant and who provides staff support. 16200 Eagle Creek Ave. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 AN EQUAL OPPORTUNITY EMPLOYER DISCUSSION: ALTERNATIVES: AG12164H.OOC The MVTA changes have been reviewed at length by the Board. The agreement amendments deal with parliamentary procedure whereby only a 2/3 vote, rather than a unanimous vote is necessary for purchase and leasing capital items and real estate. A quorum of five is set and four of those must be members appointed by cities. Another agreement change will allow the MVTA to undertake short and long term borrowing through issuance of notes, bonds, and similar instruments. The liability for payment will be through the MVT A tax dollars and would only involve a particular city if the city by resolution agreed to participate and provide financial assistance. The by-laws changes deal with voting procedure (as noted above), and with the reference to Metropolitan Council rather than to Regional Transit Board. The STA amendments establish a new date for the annual organizational meeting--until after the general elections in November; establish a new date for payment of dues-- January 15, after the Board has met at the annual organizational meeting; establish the effective date for withdrawal from the organization as December 31 rather than October 1 since membership runs for a calendar year; however, it is still a requirement that a member must notify the STA of the intent to withdraw by September 15. A more substantive change is found in Article 10.3. Now, the annual budget is deemed approved unless a party to the agreement withdraws in writing by September 15. The proposed change would require that the budget be approved by the Board at the annual organizational meeting. The Council has the following alternatives: 1. Approve the Resolution 96-XX which ratifies the MVTA By-laws and Joint Agreement changes as recommended by the MVTA Board. 2. Approve the Resolution 96-XX which ratifies the STA Joint Agreement changes as recommended by the STA Board. 3. Table one or both of the proposed resolutions and direct preparation of additional information. 4. Deny one or both of the proposed resolutions, citing the reasons therefor. RECOMMENDATION: Alternative No.1 and Alternative No.2 are recommended. Both proposals have been reviewed by members of the respective Boards and found to be important to the proper operation of both organizations. The City's interests are not diminished or adversely affected. ACTION REQUIRED: Motion and second to approve each of the two resolutions, one~related to the MVTA changes and the other to the STA anges. Attachm AG12164H.DOC Burnsville Transit Station 100 East Highway 13 · Burnsville, MN 55337 Ph. (612) 882-7500. Fax: (612) 882-7600 December 2, 1996 ~ I:!o"'d ::!l : tI ,,~. 0 {LIt) ,.......... 9 Mr. Frank Boyles City Manager City of Prior Lake 16200 Eagle Creek AVenue Prior Lake, MN 55372 Cli. 4._, .... ""'~\J RE: Amendment to MVT A Joint Powers Agreement and Ratification of Bylaws Dear Mr. Boyles: Enclosed please find a copy of the Minnesota Valley Transit Authority (MVTA) Joint Powers Agreement with amendments proposed by the MVT A Board, the MVT A Bylaws as amended by the Board, a suggested form of Resolution, and a memorandum from MVT A's legal counsel, Barbara Ross. MVT A is requesting that the City approve the amendments to the Joint Powers Agreement and ratify the Amended Bylaws. I have included a red-lined copy of the Joint Powers Agreement and Bylaws and a clean copy of the Joint Powers Agreement for execution by the City upon its approval. The Bylaws were amended to be consistent with the Joint Powers Agreement as it was amended in March 1993, to change references to the Regional Transit Board to the Metropolitan Council, and to clarify voting procedures. The Bylaws were approved by the MVTA Board at its March 27, 1996 n_eeting. The MVTA Board approved revisions to the Joint Powers Agreement at its meeting on November 20, 1996. The Board is proposing that the provision of the Joint Powers Agreement that requires a unanimous vote of the Board to purchase buses, motor vehicles, real estate or lease the same for a period in excess of five years be amended to require a two-thirds vote. The Joint Powers and Bylaws will both provide that five commissioners are required for a quorum, which must include at least four commissioners appointed by one of the cities. The revision will ensure that the cities are well represented in any decision that is made without requiring that decisions have a unanimous vote of all commissioners. Public transportation for Apple Valley, Burnsville, Eagan, Prior Lake, Rosemount, Savage Mr. Frank Boyles December 2, 1996 Page 2 The other substantive proposed change to the Joint Powers Agreement is the amendment to Paragraph 6(A) which requests that the cities provide MVTA with the power to finance any of its activities through the issuance of notes, bonds, or other obligations of the Authority, provided that no city shall have any liability with respect to any such obligations unless the city passes a Resolution approving such liability. The purpose of this change is to permit MVT A to do short-term or long-term borrowing against its property taxes which are now being levied directly by the cities. Like the cities, MVT A will now receive its funds twice a year rather than on a steady reimbursement basis from the Met Council and may need to do short-term borrowing in order to maintain its service. Additionally, this provision would allow MVTA the flexibility to do long-term borrowing to fund transit projects. Any borrowing by MVT A would be repaid solely through MVTA tax dollars unless a city decides to provide financial assistance to MVT A. The enclosed memorandum from Barbara Ross explains the rationale for the requested amendment. It would be helpful to MVTA in budgeting for 1997 to have this matter placed on the Agenda for the next City Council meeting so that MVT A has a decision on the proposed amendments to the Joint Powers Agreement. Please send me a copy of the Resolution if approved by the City. If you have any questions or feel clarification would be helpful, please let me know. Thank you for your assistance and cooperation. Sincerely, ~~ Beverley Miller Executive Director Enclosures c: Blair Tremere BEST & FLANAGAN Professional Limited Liability Partnership Attorneys at Law 4000 First Bank Place 601 Second Avenue South Minneapolis, Minnesota 55402-4331 (612) 339-7121 Fax: 33 9 - 58 97 MEMORANDUM BY FACSIMILE FROM: Beverley Miller Barb Ross ~ November 25, 1996 TO: DATE: RE: MVTA's Authority to Borrow Money Minnesota Valley Transit Authority (MVTA) was established pursuant to a Joint Powers Agreement in which six cities chose to jointly exercise their power to operate an opt-out transit system. Section 6 of the Agreement specifies the powers and duties of MVTA. This section provides MVTA has "all powers necessary to discharge its duties," then lists the specific powers that MVTA may exercise including the right to own or lease property, to enter into contracts, and to establish bank accounts. Section 6 does not specifically provide MVTA with the authority to borrow money to finance operations of its transit services. It is unclear as to whether the cities specifically chose not to include this power in the Joint Powers Agreement, or whether it was not an issue at the time because MVTA received its funding from the Metropolitan Council. Due to the change in the law to provide for the levy of the transit tax by opt-out cities, MVTA is expecting a shortfall in operating dollars between January and July of 1997, since the tax money will not be available until July. Because the Joint Powers Agreement does not specifically provide MVTA with the power to borrow money, MVTA is proposing an amendment to the Joint Powers Agreement that specifically provides this authority to MVTA. The amendment must be submitted to and approved by all six cities to be effective. Thus, even though the MVTA Board has agreed that the Joint Powers Agreement should be amended to clearly provide MVTA with the authority to borrow money, this issue is unresolved since it has yet to be considered and approved by the six cities. I therefore caution MVTA against making assumptions that the 1 cities will agree to provide the authority to borrow money to MVTA. For this reason, I recommend that MVTA pursue the option to borrow its carryover dollars from the Metropolitan Council to ensure that MVTA has the funds necessary to operate its service through June of 1997. Additionally, by way of explanation, the bus garage was not financed by MVTA, MVTA entered into a lease purchase arrangement. This is not an arrangement that could be made to fund operations of the transit system. 10252-950712/64460 2 BYLAWS OF MINNESOTA V ALLEY TRANSIT AUTHORITY . ARTICLE 1. NAME. The name of this organization is the Minnesota Valley Transit AuthoritY~~_ !IIII~jl_lll. .."...,. ...~..~..M ARTICLE ll. PURPOSE. The purpose of this Authority if m to provide public transit service for the cities of Apple Valley, Bumsville, Eagan, Prior take, Rosemount, and Savage, mi!~~~p_i~IUni 1.19'1lif___l1~_B.ll~_~_j~II!!X~j_~jtl_II'w.",..w"".w".w."w.'.w - :~~~~jIm~~j~~tj~j~jI11~_~~limIm_llil1~~~B!tillj~~_tlii~~._~~i1IIiEI1_1~gi_[_i ARTICLE m-Jlj~ BOARD OF COMMIS.S'fONERS. The governing body of the Authority is its Board which consists of 5eYeft Iii Commissioners. Tefifts ()f the C()mmfssi()ftelS Me set by the eities taM atlye tlppeifttOO them. ~,..>_..:< ARTICLE n T :: .':.:': rT:::"_:::I!=: MEETINGS. OUORUM. VOTE REOUIRED "FOR ACTION OF THE BOARD. Section 1. The BeflTd meeting schedwe sHaH ee deteflniRoo by the Beard aT, ",.hea 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 alternate Commissioner and request that the alternate Commissioner attend. Two consecutive absences by a Commissioner, along with the absence of his or her duly seated alterna~ from regular meetings shall result in written notifi~tion from the Executive Director under the direction of the Chair to the represented party 91 ~ requesting a replacement be made. A. notification shall be sent to the ..)"',,......;.:....'1.* .~.:<< '-......,.,_"'._-.o<<,._....<<..~.,>:.);.....w....,~...,..,...,.,...".,......., ComIDl.sSl'oner's r tt.ve Ct. adnum. .strator/ er .r', .... ~...:~~.. ~';Q;:~~it:~..:.:...::::~~~~~~ espec ty manag e~<<<<-:<<J~.~~v:~~~_~~::." :~:~~.~~M~ ~.h~ will. ~~ requeste<:l to bring the ~atter to ftisfhef eity OOlifteti', 3 atteatloa.111.UA'1 Hill_iiJ ~. In the event that the Chair and the absentee ':~>>'~l<<Y: ~'X<< .. ;(0:<<<<__"<*>>:-). .N ~lll..~ 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. S~~.?,~......?', ..~~~~ ,~~~. ~ard ..~~ffimi3~Oft~rS .3~aR. eeft3~tute.~ ~o~m :.:~CR 3~.~.....~,~......w.., Board and exercising its powers. Section ~: ,~~~o.?.,,~~ ~e ~~ .~hall require ~~ ~atiy~ ~~t~.~f, ~:.e S5 " ,. ..w.... C .. 1F.....00w.,...~g.1Ir~->>>....x-....-:l:=:->>>>iiiCv.;:0):~Wu.~ilDlr>>)x<<filiB.<<-:0).:<<..,...<<~.>>.'lt.d Section 8. Meetings shall be conducted in accordance with the provisions of Rc.,i3cd R b It' R 1 f 0 d 8 d &f ti th t ed.ti. f :B~G:*:::~::;:ti~~l~:::~~~::r~~~::~ o e 3 u e3 e r er, eceft lOft. e curren 1 on 0 IwMsM1Jl.ffl5t~MtJ~KfHf!. -2- ARTICLE ~. COMMITTEES The Board may establish standing and! or temporary committees. Committees shall be comprised of Commissioners~ who may call upon staff or outside consultants for assistance and advice as necessa.ryf] yet ill only the Commissioners may vote and endorse .. ...........x ...............,.,..~QC Q =~Q=:m .._... .~No..,.......w..."'..,~.~y.~.......~....~..~........~.~_.->>>>...w.........ijlfi final dati. fr th .ttees ~~'Illi' .... ..o;o;Wt.'~'.;.~~~~;.':ft:,._..........~........,.,.......;t......,.. ..... ...... ~~~.~~n y ...?~~ ~~ ~ .~~.~ · ._-.iM.'~ .~~~~:~tyD~~>>r~tid~::.,:~-.~.*JDStl.t.:.~:~-.~;;~ ~'_~~~..:~m.-...-..x.m..'>>l'...:-.~.._.~~~~-iW~~~=t:-..~:R:~ C .. shall b . ted t th ~..::.~;;_i'Ptl~~~mk9~tW~4~;!t;Jj omnussloners e appom 0 e committees annuany and~ vihen necessary, and assignments shall be reviewed at the February meeting. ARTICLE 1l"dm;~: OFFICi;g~. 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 may designate a chair 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 "lIIIm~l .:.:.:.:.:.:.;.:-:,.:.:.: EXECUTIVE DIRECTOR The Authority may employ an Executive Director who shall have general supervisory authority over administration over 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. II~ 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 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 V lllml .:.:.:.:.:.:.:.:.:.:.:.:.: 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 may be paid. Section ~3. When payment of a claim based upon contract 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 itemized ilm is endorsed for payment by at least a majority of all members of the Board. The cl3lm'...shall be acted upon fefffially mq~I" at the next reglila:r Board meeting in the stURe ffiB.f...fler as if it had Rot beeR paid~'.'.."".."'.''''...',.,~,..wN'..'''''''''''' Section ~. 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- 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. Anyone or more of all of the signatures upon any such instrument may be by facsimile as herein provided. ARTICLE X. '~A~~:a:t.~tiM:"ft"~.t:;ti_......y. .'~":.."'.'.~ ARTICLE ~_ ....m'$;.~ AMENDMENTS These Bylaws may be amended at any regular or special meeting of the Board with the a roval of five (5) Commissioners of the Board .~~~1~.II.',u~r~~:lU.laiEliiStir. . PI>.. , :J~;~~,.lJI~".'.ial"il"".'''''..''''...''.I'''~~''I'''..''':'I"l'~=>> ~...:.~..~I.~I:l:O.~BttJI.I.::..:.~m .ded f th sed d t has b e18' ., .......,. i . :'.' . ,... ~jj.. .: .,:~.: . : .,.::~ roV! a 0 e ro amen men een ,:<<*>:<<.:,~;,;'~~;.:.;.^_.<<o>>>>:';,;';.;.m>>:~ . 'wM<<.m;.;.;.:.~:.:<<-;.;r~x-:::' ::;.:*:~.: ..~~ P copy P po furnished to each Commissioner of the Board at least ten flQ) days prior to the meeting subject to ratification of each party. Motion to Adopt Bylaws: Motion Seconded By: Ayes _ Nayes_ ADOPTED as amended Febll:lalY 1993 by the Minnesota Valley Transit Authority this_ day of , 1996. :MINNESOTA VALLEY TRANSIT AUTHORITY BY: Its Chair ATTEST Its E ti:" D. t ';'':::~~i ~eetl . e l-fee ~t~~~ 28697 -5- MESSERLI & KRAMER P.A. ATTORN e:VS AT LAW 145 UNIVERSITY AVENUE WEST .JOSEPH W. LAWVER R. TERRI MANOEL GARY W. BECKER ANN M. SETNES .JOHN F'. APITZ VINCENT G. ELLA LINOA S. .JENSEN LEANNE G. LITF'IN WILLIAM B. BUTLER .J EF'F'REY M. ELLIS MAOHULIKA .JAIN MARTIN A. MUENZMAIER LYNN M. NICHOLS ALICIA R. ORAKE STEPHANI M. HINZE WI LLIAM F. MESSERLI ROSS E. KRAM ER TOM TOGAS RONALO B. PETERSON MARK S. LARSON ROBERT G. RENNER. .JR. GEORGE R. SEROAR SANORA L. NEREN CHRISTOPHER B. HUNT .JAMES C. WICKA OANIEL.J. GOLOBERG .JOSEPH B. NIERENBERG WILLIAM C. HICKS WILLIAM M. HABICHT .JOHN W. LANG PAUL W. ANOERSON LEAGUE OF MINNESOTA CITIES BUILDING SU ITE 450 ST. PAUL, MINNESOTA 55103-2044 (612) 228-9757 FACSIMILE (612) 228-9787 ....UTHORIZED TO PR....CTICE I......W IN MINNESOT..... WISCONSIN, 1I..I..INOIS. lOW...., SOUTH 0.... KOTA, F"I..ORID.... AND W....SHINGTON. D.C, MEMORANDUM OF" COUNSEl.. OANIEL S. KLEINBERGER :DfV1 ~OIHd .:fa ,ufO 96bl G - ~:JU Oa^'a~a~ WRITER.S DIRECT DIAL. NUMBER DATE: November 26, 1996 TO: STA Members FROM: Bob Renner, Jr. ST A Legislative Consultant RE: Amendments to the Suburban Transit Association Joint and Cooperative Agreement Please find attached a resolution which should be adopted by your city council. This resolution executes an amended Joint and Cooperative Agreement creating the Suburban Transit Association (STA). Mter its adoption, please mail a signed copy of the resolution to my assistant, Jennifer Peterson, in the enclosed envelope. The STA Board of Directors approved several amendments to the Joint and Cooperative Agreement at its November 20, 1996 meeting. I have attached a copy of the Agreement with deleted language stricken and new language underlined. It is necessary for all cities that signed the original Agreement to adopt the attached resolution before the proposed amendments are operative. A brief explanation of the amendments follows. ARTICLE 8. SECTION 8.1 This section is amended by deleting the requirement that an annual organizational meeting be held each October. The October date was awkward because members and officers of the STA elected in October may be defeated in city elections held in November. If this amendment is adopted, the annual organizational meeting will be held after the general election in November. MVTA JOINT POWERS AGREEMENT ESTABLISHING THE MINNESOTA VALLEY TRANSIT AUTHORITY ~^~eBaed March 1993, ~^"f>ril 1994 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.fli!~j:E~j~:EtRl.~~~~ms:!jrllil~~!:19ml~~~gRlil~~~:il!iliif~[~.lmjf~jJ![:~~I_I:~~~~Irlg !iqI_.e::\:I~~~iplfII.m~~I:.:j:lls_iPl~~~js 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) "REGIONf..L TRAtlSIT BO~'\RD (RTB)..flBllill. mOt1NmL" is the re ioealltramit boardDiiifB:::::::::::UiMdi6iHin as established b ::::::::::::::::::::::::::::::::::::::::::::::::::::::::: g .:::::::::::::::::::::::::::::19::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: y ..------~>~-----_.~."-----_.~.....-_"-----"-~_..~~--~.~,,--..................~-------<._-~ r WNNESOTA VALLEY TRANSIT AUTHORITY RESOLUTION NO. 96- j,H APPROVING REVISED JOINT POWERS AGREENffiNT BE IT RESOLVED, that the. Minnesota Valley Transit Authority (MVTA) approves the amendment to the Joint Powers Agreement in the form that is before the Board, which is made a part hereof by reference. Staff is instructed to submit the amended Joint Powers Agreement to each of the parties for approval. Motion seconded by: h-r ~ 6.Htj_~~ Motion to approve Resolution: ADOPTED by the Minnesota Valley Transit Authority this 20th day of November, 1996. ~d(/.J(/~~ Chair Attest: Minnesota Statutes i 473 .373~ll~R\igllffie. with the po~~":ers to administer aFld fInance !rami{ as pro.;ided (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 alternate 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 chance 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 nine (9) voting commissioners. Each party shall appoint one commissioner, and one alternate commissioner who shall also serve on the Technical Work Croup. 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. Regional -2- Transit B09.Tcilttq;.~!_~~~g9RIM 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 mayor 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 shall serve on the Technical Work Group, or for county commissioners, their alternates sfta.H-~y\~::be ~~~~~g.mii9m;f::~::9fistaffm!illrJof 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) i~M;~~~lse.119P5gj*~1Ip~Rb~~:lim~:~::~t@~Bq!1[~1\it least four (4) of the Beam ffieffibers~g_~ip!i 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 affrrmative -3- !H!lml votej!lsljljl_l\jBI!m\\l~atl\l1:~I\\jEjmf!; ef four (4) of the commissioners appointed by the parties or such a commissioner's alternate in his or her absence;* a%.!1~\\_!~l~lw~~~llg!il2i~l~lgi~l_\\~lB9_\~\ll~lwr9i!1~l~eHlif:~1\1112B\1M~IS~!!~~l\l1f:!iJ~\1[_f!\1\12i ~!_jl~~_j~~.$jl~iq!~~\!jj~l.Ii9!I~~~ii~l_!l~~~RI\~\iY$~l~~!lf~\~I.II~~jlij\l~i_!y!~j\ygtilj~~Rl Ifltmi~f:~!~~qt1~_!~!E!_RqBI. (F) The Board may adopt rules and regulations governing its meetings. (G) As the fIrst order of business at the January meeting of each year, the Board shall elect a chair, a vice chair, a secretary, a treasurer, an such other officers as it deems necessary to conduct its business and affair. The current chair shall facilitate these elections. In the event that the current chair is no loner his/her city's representative to the MVTA, the Vice Chair shall facilitate the election process. In the event that both the Vice Chair and Chair are no longer its city's representative to the MVT A, the board shall decide on another officer or commissioner to preside over the elections. The newly-elected chair shall then preside over the remainder of meeting, and all meetings hencefo~ until a new chair is elected. 6. Powers and Duties of the Authority. (A) General. The Authority has the powers and duties to establish a program pursuant to Minnesota Statutes ~~ 473.384 and 473.388 to provide public transit service to serve the geographic area of the parties. Bih~m9ilj~~~!i!U~]!!1! .~jjP2l~i1:~~q~j!i.fE~j~i!*Bli~!im~1~\I~im9II.yiR~\j_111ii~iB;1[~pij:M9~jf:f1~~!~::[9t~:19Ii RR!~gi~~9R\j::Rt~:I$IrI!I9nl\\\jl~\\_1\jie!P!f\:~pi!if!l'I~!P~f:~~1~11\1~li1:j:tqt~!:_\::1!!IB! Rf1!BII\*j~1~99.1j~Bt\~!9!MI!H9~E!~j~::Ai:~::i_:~:Iit9Y~Hi!Im~~~:jp9IJm~lt:!_J!\:\BjrtlIm1~ -4- ~j~i!ilj~:I_j~jl_jj:tg:jjl!iIiBEgjj~lAII]~I!91!~j~:Bj~]~.j~:~:~gl~.Rlm~j~mil::I,:Ii.fll !li!.!jj:j[lj:j!iiIYS9j~:~R~I!11:.ylt!qn:1j9i:::i!::j:iqy_:jjR99!l9R:1eH!~j1pg~II~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. (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. -5- (1) 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. (1) The Authority may contract to purchase services from anyone of the parties. (K) V.'ithOlit the liBfHlimOliS ~proval of the Board, the ~^..uthority shall Bot pltrehase eases, m.otor ~:ehieles, buildings, real estate or lease the same ror a period in exeess of fi~/e (5) years. 7. Operating: Costs. Budget. and Financial Liability. (A) The Authority shall have a fiscal year beginning January 1 ending, December 31. On or before October 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. Capital expenditures and operating- costs shall be limited to revenues received pursuant to Minnesota Statutes 99 473.384 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 chances 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 which each party receives pursuant to Minnesota Statutes ~~ 473.384 and 473.388. -6- ~~~~~~11~1~j~~jt~~~~jl~~1~1~~j1~1~~~~~~1[1~~~~1~j~I~~~~l~~1:~~~~* :1I~1~11111~l1~~~11111I1111[~:~1.~1~llf_!!1[1[_ljfMt11[!i.1t1~1jI1~1:1!11~[~:i.!_fliI!i!,I1R~1~11_9~1~~i!m~~~1~:1:f9il::I~ .9_*~~::!I:j:1II!9j:::1~1jlt:!H1:~I1s.!E~j::111!~11:jgi1jj11!::mm!lg*::~jBiBjj~f9Iim!!~Iiqi~~ :!B.II~j:~9i1::~.j~~_~:~I_ijj1~__~: Adopted this _ day of CITY OF APPLE VALLEY , 199_. Adopted this _ of CITY OF BURNSVILLE , 199_. By Its By Its ATTEST: ATTEST: By Its By Its Adopted this day of CITY OF EAGAN , 199_. Adopted this _ of CITY OF PRIOR LAKE , 199 _. By Its ATTEST: By Its ATTEST: By Its By Its -7- Adopted this _ day of CITY OF ROSEMOUNT , 199_. Adopted this of CITY OF SAVAGE , 199_. By Its ATTEST: By Its ATTEST: By Its By Its 39425 -8- ,~.~...~-,;._-~-,.,."~~.^_._._..,...."..,.._..,._~~.,-..,>,_..,-'"'--"'......_~~_._-,.,~..;-~--,~---~.........~'''''''''--~~,-_._---~.~~--..,-",._,,-~"~ STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) On this day of for said County, personally appeared , 199 _, before me a Notary Public within and 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 V ALLEY, 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 STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) On this day of for said County, personally appeared , 199 _, before me a Notary Public within and 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) NOTARY PUBLIC 39425 -9- STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) On this _ day of for said County, personally appeared , 199_, before me a Notary Public within and 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 afflXed 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 for said County, personally appeared , 199 _, before me a Notary Public within and and , to be personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk of the CITY OF PRIOR LAKE, the municipality named in the foregoing instrument, and that the seal afflXed 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 39425 -10- .,. STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) , 199_, before me a Notary Public within and 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. On this _ day of for said County, personally appeared (SEAL) NOTARY PUBLIC STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) On this _ day of for said County, personally appeared , 199_, before me a Notary Public within and 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 SA V AGE, 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 39425 -11- RESOLUTION 96-XX APPROVING AMENDED MINNESOT A VALLEY TRANSIT AUTHORITY (MVT A) JOINT POWERS AGREEMENT AND RATIFYING AMENDED MVTA BY- LAWS MOTION BY: SECOND BY: WHEREAS, Minnesota Statutes permits two or more governmental units, by agreement of their governing bodies, to jointly and cooperatively exercise any power common to each of them; and, WHEREAS, the City of Prior Lake has entered into a Joint Powers Agreement with the Minnesota Valley Transit Authority; and, WHEREAS, the MVT A Board approved and recommended certain changes to the Joint Powers Agreement at its November 20, 1996 meeting and to its By-laws at its March 27, 1996 meeting; NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PRIOR LAKE, MINNESOTA that it should, and hereby does approve the proposed amendments to the MVT A Joint Powers Agreement and does ratify the proposed amendments to the MVT A By-laws; and, BE IT FURTHER RESOLVED that the Mayor and City Manager are hereby authorized and directed to execute the Joint Powers Agreement as amended and attached hereto. Passed and adopted this day of , 1996. YES NO Andren Greenfield Kedrowski Mader Schenck Andren Greenfield Kedrowski Mader Schenck { Seal} City Manager City of Prior Lake 162i09Eagll8:>Creek Ave. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 AN EQUAL OPPORTUNITY EMPLOYER RESOLUTION 96-XX APPROVING AMENDED SUBURBAN TRANSIT AUTHORITY (STA) JOINT AND COOPERATIVE AGREEMENT MOTION BY: SECOND BY: WHEREAS, Minnesota Statutes Section 471.59 permits two or more governmental units, by agreement of their governing bodies, to jointly and cooperatively exercise any power common to each of them; and, WHEREAS, the City of Prior Lake has entered into a Joint and Cooperative Agreement with the Suburban Transit Authority, to develop programs on matters of mutual concern and interest and to identify review, and actively oppose proposals which may be in conflict with the interest of the parties; and, WHEREAS, the ST A Board approved and recommended certain changes to the Joint and Cooperative Agreement at its November 20, 1996 meeting; NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PRIOR LAKE, MINNESOTA that it should, and hereby does approve the proposed amendments to the ST A Joint and Cooperative Agreement; and, BE IT FURTHER RESOLVED that the Mayor and City Manager are hereby authorized and directed to execute the Joint and Cooperative Agreement as amended and attached hereto. Passed and adopted this day of , 1996. YES NO Andren Greenfield . Kedrowski Mader Schenck Andren Greenfield Kedrowski Mader Schenck { Seal } City Manager City of Prior Lake 162009msbPCreek Ave. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 AN EQUAL OPPORTUNITY EMPLOYER