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HomeMy WebLinkAboutResolution - 98-53 - Amended Suburban Transit Association Joint & Cooperative Agreement - 03/17/1998 CITY OF EDEN PRAIRIE HENNEPIN COUNTY, M NNESOTA RESOLUTION NO. 98-53 A RESOLUTION RELATING TO JOINT AND COOPERATIVE AGREEMENT BE IT RESOLVED, by the City Council of the City of Eden Prairie, Minnesota, as follows: 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. NOW, THEREFORE, BE IT RESOLVED that the Mayor and City Clerk are hereby authorized and directed to execute the Joint and Cooperative Agreement as amended and attached hereto. ADOPTED this 17th day of March, 1998. Jean L. Harris, Mayor Attest: Jo pn rane, City Clerk 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 §471.59 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. 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.,, �T�4" ^'ff e-u a be made Appointments by the Authority to appoint shall ^^ur^i' ffie bens who ^'^^ serve on a transit commission or a city council that acts as a transit commission or an appointee of a city council that acts as a transit commission. -Asse-e-i-Ati-ran previously ereated by a joint powers agreement ge serve OR the 1z^^N� ^ff 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 January. 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. The Chair and V4ee r 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 resignation, or removal. The Seer tary/r,.,,,,surer's term s ,11 TD^^ 31 of that year. 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 the first day of T r,,ary e f the following 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 his/her 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 it t1, manner preseribedhe-rein f r- elect e to +'h^t AMPP.by a maiority vote of the Board at the first meeting of the Board following the vacancy. 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 him/her 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 Secretary/Treasurer'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) Legislative Committee—The Association shall establish a Legislative Committee and designate the number of members. Membership to the Legislative Committee shall be appointed by a transit 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, except checks, which may be executed by the Secretary/Treasurer with another signature from the City Manager/Administrator or the financial 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 anal 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 city 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 ^rganizatie ' October meeting eaeh 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 maybe 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 �h`:�iY%e has caused the Agreement to be signed on its behalf this /7" day of , 191. By. By: 6i 8685_1 10