Loading...
HomeMy WebLinkAbout4D - Suburban Transit Authority -'" AGENDA #: PREPARED BY: SUBJECT: DATE: INTRODUCTION: BACKGROUND: DISCUSSION: STAfi'fi' AGENDA REPORT 4D BRET WOODSON, ASSISTANT CITY MANAGER CONSIDER APPROVAL OF RESOLUTION 98-XX APPROVING AMENDED JOINT AND COOPERATIVE AGREEMENT FOR SUBURBAN TRANSIT AUTHORITY (STA) AND APPROVING CITY COUNCIL APPOINTMENT TO THE STA MARCH 2, 1998 The City of Prior Lake is a member of the Suburban Transit Authority (STA) through a Joint and Cooperative Agreement previously approved by the City Council. The group periodically reviews this agreement and makes recommendations for changes where warranted. The STA has recently done this and the proposed amendments are attached to this report. This organization was established in 1995 by several suburban transit authorities including the MVTA, to promote the legislative interests of the "opt-out" communities. Prior Lake is a member by virtue of the MVTA and the approved Joint and Cooperative Agreement. The STA has recommended amendments to the agreement as outlined in the attached memo from Bob Renner, the attorney who serves as the STA legislative consultant and who provides staff support. The proposed changes to the Joint and Cooperative Agreement include eight' minor changes which are summarized below. These changes are also included on the revised Joint and Cooperative Agreement which is attached to this report. The proposed changes are as follows: . PRELIMINARY STATEMENT - This amendment was requested to clarify that dealing with transit issues is the primary purpose of the STA. 16200 Eagle Creek Ave. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 AN EQUAL OPPORTUNITY EMPLOYER " · ARTICLE 1 - This amendment also clarifies the purpose of the ST A. · ARTICLE 7.1 This amendment clarifies the appointment procedures to the STA Board. It clarifies that appointed officials to the STA should serve on the transit authority. Therefore, Councilmember Dave Wuellner, the City's representative to the MVTA, should serve as the City's representative on the STA. · ARTICLE 9.1 - This amendment clarifies that all officers shall hold office until the next annual election. The section was also amended to make any mention of officer terms consistent throughout the document. · ARTICLE 9.4 - This amendment is another technical amendment clarifying how a vacancy is filled. · ARTICLE 9.9 - This amendment authorizes the Board of Directors to establish a legislative committee and authorizes the transit authorities (MVTA) to appoint the membership to the committee. · ARTICLE 10.1 - This amendment clarifies that the STA's dues will be determined at a meeting each October. · ARTICLE 10.3. - This amendment clarifies that the STA budget shall be submitted to member city councils for review and comment each year before August 1. ALTERNATIVES: The Council has the following alternatives: 1. Approve Resolution 98-XX Approving the Amended Joint and Cooperative Agreement for the Suburban Transit Authority (STA) and Appointing Councilmember Dave Wuellner as the City of Prior Lake representative to the ST A Board. 2. Table the proposed resolution for a specific reason. 3. Deny the proposed resolution for a specific reason. RECOMMENDATION: Staff recommends Alternative #1 ACTION REQUIRED: CCSTA98.DOC ~ PR~ ~ /~E\ "'INN E ~ RESOLUTION 98-XX RESOLUTION APPROVING AMENDED JOINT AND COOPERATIVE AGREEMENT FOR SUBURBAN TRANSIT AUTHORITY (STA) AND APPROVING CITY COUNCIL APPOINTMENT TO THE STA 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 parties have entered into this Joint and Cooperative Agreement to develop programs on matters of mutual concern and interest and identify, review and actively oppose proposals which may be in conflict with the interest of the members; and, WHEREAS, the STA Board approved and recommended certain changes to the Joint and Cooperative Agreement at their October - 1997 and January - 1998 Board of Directors Meetings; and, WHEREAS, the City of Prior Lake is a member of the STA by virtue of the MVTA and the Joint and Cooperative Agreement; and, WHEREAS, the City of Prior Lake needs to be represented on the Board of the STA by an elected official who serves on the transit authority (MVTA); NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE, that it should, and hereby does approve the proposed amendments to the STA 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; and, BE IT FURTHER RESOLVED that Councilmember Dave Wuellner, who is the City's representative on the MVTA, be appointed to serve as the City's representative on the STA. 16200 Es'gk9~ Ave. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 AN EQUAL OPPORTUNITY EMPLOYER Passed and adopted this 2nd day of March, 1998. Mader Kedrowski I Petersen I Schenck , Wuellner {Seal} STA98,DOC YES I Mader - Kedrowski Petersen _ Schenck I Wuellner City Manager City of Prior Lake NO AUfHOR!ZED ro pR.ACrrn: LAW I:-J ,"lINNESOT.A. 'vVISCONSIN, [O\\'.A, SO(;rH DAKOTA. ""',\SHINCTOS D.C A.'.1O COLORA!)O Messerli & _._-_._._~----- Kramer AITORNEYS AT LAW Mll'oo'NEAPOLlS OFFICE 1800 FIfTH STREET TOWFRS 150 SOlTrH FIFlH STREET MINNFAPOLlS, M1NNEson 55402-4218 TELEmoNE (612) 6i2-JoOO FACSL\llLE (612) 672-3777 professional association LLAGliE OF MINNESOT.\ Cn.IES BUll.DING Sen.E 450. 145 UNI\ERSrry An::o.i1)E ""rESI ST. PAUL. MIN:o..'ESOTA 55103-2044 TELEPHONE (612) 228-9757 FACSL\IlLE (612) ,28-9787 MEMO DATE: February 6, 1998 TO: ST A City Managers FROM: Bob Renner RE: ST A Joint and Cooperative Agreement Amendments Please find enclosed proposed amendments to the ST A Joint and Cooperative Agreement. Please add this to the agenda at an upcoming city council meeting and ask your councilmembers to approve the amended Agreement. The ST A Board recommended these changes at their October and January Board of Directors meetings. I have attached a resolution for your use in this process, Please return the signed resolution and Joint and Cooperative Agreement to: Jennifer Peterson Messerli & Kramer 145 University Avenue Suite 450 St. Paul, MN 55103 If you have any questions, please call me at 228-9757. November, 1995 Amended February, 1997 JOINT AND COOPERATIVE AGREEMENT PRELIMINARY STATEMENT The Parties to this Agreement are governmental units of the State of Minnesota, Minnesota Statute 9471.59 permits two or more sub-units, by agreement of their governing bodies, to jointly and cooperatively exercise any power common to each of them. Pursuant to statutory authorization, the Parties to this Agreement have chosen to execute a joint powers agreement providing, in essence, for the development of programs on matters of mutual concern and interests relating to transportation and transit issues. ARTICLE 1. GENERAL PURPOSE The primary purpose of this Agreement is for the member municipalities and affiliate members, such as transit commissions or associations previously created by a joint powers agreement, to jointly and cooperatively develop programs on matters of mutual concern and interest, relating to transportation and transit issues, and identify, review, and to actively oppose proposals which may be in conflict with the interests of the members. The organization formed pursuant to this Agreement will be funded by member municipalities' contributions to be used for the retention of professional assistance, information preparation and dissemination, research, and other activities that may from time to time be authorized by the membership. ARTICLE 2. NAME The Parties hereto agree to establish an organization to be known as the Suburban Transit Association to carry out the objectives of this Agreement. 1 1"- ARTICLE 3. DEFINITION OF TERMS For the purpose of this Agreement, the terms defined in this Article shall have the meanings given them by this Article. 3.1) "Board" means the governing body of the Association. 3,2) "Association" means the organization created pursuant to this Agreement. 3.3) "Authority" means the governing body of a Party. 3.4) "Board Members" means the persons appointed pursuant to this Agreement to serve as Members of the Board. 3,5) "Party" means a municipality which has entered into this Agreement. 3.6) "Affiliate Member" means an organization, commission, association or municipality which has entered into this Agreement, but does not have the same voting rights and privileges as a Party. ARTICLE 4. ADDITIONAL PARTIES Any other organization, commission, association or municipality may become a Party or Affiliate Member upon approval by a majority of the then Parties and upon full payment of the annual dues. ARTICLE 5. EFFECTIVE DATE A municipality shall enter into this Agreement by duly executing a copy of this Agreement and by filing such copy, together with a certified copy of the authorizing resolution, with the Association Chair. This Agreement shall become effective upon approval by at least two (2) Parties, or on October 1, 1995, whichever is sooner. 2 ARTICLE 6. POWERS AND DUTIES OF THE ASSOCIATION The powers and duties of the Association shall include the powers set forth in this article. 6.1) It may establish legislative programs embodying proposed legislation and positions on proposed legislation, 6.2) It may take such action as it deems necessary and appropriate to accomplish the general purposes of this Association. 6,3) It may consult with persons knowledgeable in the legislative process and persons having a special interest therein, such as legislators, research organizations, educational institutions, other political subdivisions, municipal organizations, regulatory organizations technical experts, and any other persons who can provide pertinent information concerning legislation of interest to the Association. 6.4) It may provide for the prosecution, defense, or other participation in actions or proceedings at law in which it may have an interest, and may employ counsel for that purpose. 6.5) It may conduct such research and investigation and take such action as it deems necessary, including participation and appearance in proceedings of any metropolitan, state, federal, regulatory, or legislative or administrative bodies, on any proposed or existing law, bill, or recommendation related to or affecting any or all members, 6.6) It may enter into any contracts deemed necessary by the Board to carry out its powers and duties, subject to the provisions of this Agreement. 6.7) It may contract with any of the Parties or others to provide space, services, or materials on its behalf. Any contracts let or purchases made shall conform to the requirements applicable to Minnesota statutory cities. 6.8) It may accept gifts, apply for grants, enter into agreements required in connection therewith and hold, use and dispose of money or property received as a gift or grant in accordance with the terms thereof. 3 --.- 6.9) It shall cause an annual audit of the books of the Association to be made by an independent auditor, or an independent auditor of a member city, whichever the Board determines. It shall make an annual financial accounting and report in writing to the Parties, Its books and records shall be available for and open to the examination by the Parties at all reasonable times. It shall establish the annual budget for the Association as provided in this Agreement. 6.10) It may establish and delegate authority to a Committee(s) between Association meetings. Such delegation of authority shall be by resolution of the Board and may be reconditioned in such manner as the Board may determine. 6.11) It may exercise any other power necessary and incidental to the implementation of its powers and duties. ARTICLE 7. BOARD OF MEMBERS 7.1) The governing body of the Association shall be its Board of Members. Each Party shall be entitled to one Board Member. Each Board Member shall have one (1) vote. The Authority of each Party shall appoint its one (1) Board Member., who shall ~D ~F. ~~tive C:x:::.:-:~ J:' .^...uthority a:~m:3CF. ,-^~ l3:,cfcrcnce should k:: :r..:de Aooointments by the Authority to ~i3~3ffit shall co:.mc:l ::B.D::132rS who c.lC9 serve on a transit commission or a citv council that acts as a transit commission or an aopointee of a city council that acts as a transit commission,. 3.sso3ia#s::. p:,c,':iously create a ~~. 2. jJint powers agTeement to serve on the Board of Members. Board Members shall serve without compensation from the Association. 7.2) Proxy voting by a Board Member's designee shall be permitted. 7.3) Each Board Member shall serve until that Board Member's successor is appointed and assumes his or her responsibilities, Board Members shall serve at the pleasure of the Party appointing them, When a Party appoints a Board Member, it shall give notice of such appointment to the Association's Secretary/Treasurer. Such notice shall include the mailing address of the person so appointed. The names and addresses shown on such notices may be used as the official names and addresses for the purposes of giving notices of any meetings of the Association, 4 7.4) A simple majority of the Board of Members shall constitute a quorum of the Board. 7.5) A vacancy on the Board shall be filled,by the Authority of the Party whose position on the Board is vacant. ARTICLE 8 MEETINGS 8,1) The Association shall meet at least semi-annually and shall hold an annual organizational meeting in J anuarv. 8.2) The Board shall adopt Bylaws governing its procedures, including the time, place, and frequency of its regular meetings. Such Bylaws may be amended from time to time. 8.3) Special meetings of the Board may be called (a) by the Chair or (b) by the Board upon written request of the majority of the Board Members. Three (3) days' written notice of special meetings shall be given to the Board Members. Such notice shall include the agenda for the special meeting. Only matters set forth in the agenda shall be considered at a special meeting. 8.4) Notice of regular meetings of the Board shall be given to the Board Members by the Secretary/Treasurer at least seven (7) days in advance and the agenda for such meetings shall accompany the notice. However, business at regular meetings of the Board need not be limited to matters set forth in the agenda. ARTICLE 9. OFFICERS 9.1) Number, Election, Qualifications - The officers of the Association shall consist of a Chair, Vice Chair and a Secretary/Treasurer. Each officer shall be elected at the annual meeting by the Board. ~Ck~i:- ~:1i Vice C~~::- All officers shall hold office until the next annual election of officers and until his/her successor shall have been elected and have qualified or until his/her earlier disqualification, death, 5 "--w;'T resignation, or removal. Tho Socrotary/Tr~2.s~r::;r's t2~n sl:2.~1 commence 0r. J~~"lUry 1 of the followinb yoc.-r 2.~i ::;;:UHffi December 31 of that YD2.;:'. All officers shall be Board Members. New officers shall take office at the adjournment of the annual meeting of the Association at which they were elected, with the exccption of tho Secretary/Treaourer wh3 3.~~:l ~akc office on tfi::; ~i::3-l;-::c.y af Jc.:sU-3.::Y of the followinb year. Not more than one Board Member of a Party shall be elected an officer during the same term, Any officer who ceases to be a Board Member shall at the same time cease to be an officer. If re-elected, officers may serve for more than one year, 9.2) Resignation - Any officer of the Association may resign at any time by giving written notice of hisfher resignation to the Board, to the Chair, or to the Secretary/Treasurer of this Association. The resignation shall take effect at the time, if any, specified therein or, if no time is specified therein, upon receipt thereof by said Board Chair, or to the Secretary/Treasurer. The acceptance of a resignation shall not be necessary to make it effective. 9,3) Removal - Any officer may be removed, with or without cause, by a vote of four-fifths (4/5) of the total number of Board Members, at any meeting of the Board, provided that such purpose is stated in the notice or waiver of notice of the meeting unless all of the Board Members of this Association are present at the meeting. 9.4) Vacancies - A vacancy in any office because of disqualification, death, resignation, or removal shall be filled for the unexpired portion of the term Hr--tfle ::12.Jffi8~ f:l~cocribed herein for election to that office bv a maioritv vote of the Board at the first meeting- of the Board following- the vacancv. 9.5) Chair; Vice Chair - The Chair shall preside at all meetings of the Association and shall perform all duties incident to the office of Chair and such other duties as may be delegated by the Association. The Vice Chair shall act as Chair in the absence of the Chair. 9.6) Secretary/Treasurer - The Secretary/Treasurer shall be responsible for keeping a record of all of the proceedings of the Association. The Secretary/Treasurer shall send written notice and material pertaining to agenda items to each Board Member. He/She shall have custody of the Association's funds, shall pay its bills, and keep its financial records, and generally conduct the financial affairs of the Association. The 6 Secretary/Treasurer shall be responsible for such other matters as shall be delegated to himlher by the Association. Orders, checks, and drafts of the Association shall be issued in accordance with the financial practices applicable to the member city from which the Secretary/Treasurer is elected. In conducting the Association's financial affairs, the Secretary/Treasurer shall, at all times, act in accordance with general accepted accounting principles. The Secretary/Treasurer's reports, including any bills or claims to be acted upon by the Association, shall be distributed to all Board Members. Any persons may be engaged to perform such services under the SecretarylTreasurer's supervision and direction, when authorized by the Association. 9.7) Other officers - The Association may appoint such other officers as it deems necessary. All such officers shall be Board Members. 9.8) Committees - The Association may appoint such committees as it deems necessary or desirable to accomplish its purposes. 9.9) Lee-islative Committee - The Association shall establish ~ Lee-islativ~ Committee and designate the number of members, Membership to the Legislative Committee shall be aooointed bv a t!"::m~it commission or a city council that acts as a transit commISSIOn. ARTICLE 10. FINANCIAL MATTERS 10.1) Association funds may be expended by the Board in accordance with the procedures established by law for the expenditure of funds by Minnesota statutory cities. Legal instruments. exceot checks. which may be executed by the Secretary/Treasurer with ;:'I.nother signature from the City Manae-er/Administrator or the fil!:t!!~il'\l officer of the Secretary/Treasurer's member city. shall be executed with authority of the Board, by any two (2) officers. 10.2) The financial contributions of the Parties in support of the Association shall be per capita. Each of the Parties shall pay to the Association an amount as determined by the Board at its c.:::::.:.-al October meeting not to exceed $.20 per capita by January 15 of the subsequent year based upon the most recent Metropolitan Council population estimates. The financial 7 contributions of Affiliate Members shall be determined by the Board. These amounts may be used by the Association to pay all legal and consultant costs and expenses and other expenses as approved by the Board, The Board may authorize changes in the per capita charge for all members upon majority vote. 10,3) A proposed budget shall be formulated by the Board and submitted to the Parties and member citv councils for review and comment on or before August 1 of each calendar year. Final action adopting a budget for the ensuing calendar year shall be taken by the Board at the &;aE.~i3ational October meeting each yoar, 10.4) Any Party may inspect and copy the Association books and records at any and all reasonable times, All books and records shall be kept in accordance with normal and accepted accounting procedures and principles used by Minnesota statutory cities. ARTICLE 11 WITHDRAWAL 11.1) Withdrawal - Any Party or Affiliate Member may withdraw from this Agreement effective on December 31 of any year by giving notice pursuant to Section 2 of this Article prior to September 15. 11.2) Notice - In order to effectuate a withdrawal, a Party or Affiliate Member withdrawing from the Association shall give written notice to the Chair of the Association, served personally on the Chair or addressed to the Chair at the address shown on the records of the Association, and by giving with such notice, a copy of a resolution of its Council stating its decision to withdraw from the Association. The withdrawal shall be effective upon actual receipt by the Chair and each officer of such notice and resolution, The withdrawing Party shall have the responsibility for such actual receipt by the Chair and each officer. Upon receipt of such notice and resolution, the Chair of the Association shall forward a copy of the notice and resolution to each Board Member, 11.3) Financial Effect of Withdrawal - No financial benefit shall inure to a Party or Affiliate Member that withdraws from this Association nor shall there be any 8 reimbursement for any contribution made or required of the withdrawn Party by this Agreement. ARTICLE 12 AMENDMENTS 12.1) Amendments - This Agreement may be amended by a vote of two-thirds (2/3) of the number of Parties at any meeting of the Board, provided that such purpose is stated in the notice of the meeting and the proposed amendment is provided in writing to all Board Members at least seven (7) days in advance of the meeting, ARTICLE 13. DISSOLUTION 13.1) Duration of Association - The Association shall be dissolved if less than two (2) Parties remain, or by operation of state or federal law or regulation, now or hereafter enacted, or by mutual signed agreement of all of the Parties. 13.2) Distribution of Assets. Upon dissolution of the Association. all remaining assets of the Association, after payment of all obligations, shall be distributed among the Parties that are Parties to the Agreement at the time of dissolution, in proportion to their contributions and in accordance with procedures established by the Association. The Association shall continue to exist after dissolution for such period, no longer than six (6) months, as is necessary to wind up its affairs, but for no other purposes. 9 IN WITNESS WHEREOF, The municipality of caused the Agreement to be signed on its behalf this 19 8685_1 10 has day of By: By: