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ITEM 3.8 Withdrawing from WCAT411 e F0 is go MINNESOTA OL_.7 DEPARTMENT INFORMATION Request for City Council Action ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE: Administration City Administrator/Finance Director Flaherty December 10, 2018 PRESENTER(s) REVIEWED BY: ITEM #: Consent City Attorney MacArthur 3.8 STRATEGIC VISION MEETS: THE CITY OF OTSEGO: X Is a strong organization that is committed to leading the community through innovative communication. IS A PUBLIC HEARING REQUIRED? Has proactively expanded infrastructure to responsibly provide core services. No Is committed to delivery of quality emergency service responsive to community needs and expectations in a cost-effective manner. The Wright County Area Transportation Joint Powers Board (WCAT) was formed by a Joint Powers Is a social community with diverse housing, service options, and employment opportunities. program. The City later joined WCAT on July 11, 2016 by adopting the Joint Powers Agreement. At that Is a distinctive, connected community known for its beauty and natural surroundings. AGENDA ITEM DETAILS RECOMMENDATION: City staff is recommending that the City Council approve withdrawing from the Wright County Area Transportation Joint Powers Board (WCAT). ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? No No BACKGROUND/JUSTIFICATION: The Wright County Area Transportation Joint Powers Board (WCAT) was formed by a Joint Powers Agreement between a number of Wright County cities in 2014 after the dissolution of the River Rider program. The City later joined WCAT on July 11, 2016 by adopting the Joint Powers Agreement. At that time, WCAT membership consisted only of cities within Wright County. During 2017, the WCAT Board made the decision to renew talks with Wright County on joining WCAT. Those discussions were ultimately successful, and resulted in the City adopting a revised Joint Powers Agreement on December 11, 2017, which among other things, granted Wright County to join WCAT. One of the more significant factors in allowing Wright County to join WCAT in 2017, was outlined in Section 4 of the revised Joint Powers Agreement, which ultimately would phase out local share contributions from the member cities by, instead being paid for by Wright County. During 2018, Wright County notified the WCAT Board that they were interested in taking the place of the WCAT Board as a partner in Trailblazer Transit in a more expedited process than originally agreed upon with the 2017 Joint Powers Agreement, The WCAT Board made the decision that this was in the best interest of the member cities, as this would phase out local share contributions from the member cities beginning in 2019. In an effort to capture ongoing input and recommendations regarding public transit matters from the cities and townships, the Wright County Board of Commissioners (the County Board) is authorizing the creation of an advisory council, to be named, the Wright County Area Transportation Advisory Council. This group will serve in an advisory capacity only, and will make recommendations to the County Board. The advisory council by-laws are still in draft form (attached), but membership would consist of 9 representatives: three (3) from the cities with the most ridership, four (4) at large cities, and two (2) from townships. If agreeable to the City Council, City staff is recommending that the City of Otsego seek membership in the to -be -created Wright County Area Transportation Advisory Council. Ridership in Otsego is currently on the lower end of the Wright County cities; however, with the growth occurring in Otsego, public transit matters will continue to gain importance into the future. SUPPORTING DOCUMENTS ATTACHED: • Resolution 2018-77 • DRAFT — Wright County Area Transportation Advisory Council By -Laws POSSIBLE MOTION PLEASE WORD MOTION AS YOU WOULD LIKE ITTO APPEAR IN THE MINUTES: Motion to approve Resolution 2018-77 Withdrawing from the Wright County Area Transportation Joint Powers Board. BUDGET INFORMATION FUNDING: BUDGETED: N/A N/A CITY OF OTSEGO COUNTY OF WRIGHT STATE OF MINNESOTA RESOLUTION NO: 2018-77 WITHDRAWING FROM THE WRIGHT COUNTY AREA TRANSPORTATION JOINT POWERS BOARD WHEREAS, the Wright County Area Transportation Joint Powers Board (WCAT Board) was formed by a Joint Powers Agreement between a member of Wright County cities in 2014. Wright County was added to the WCAT Board in 2017 pursuant to a WCAT Joint Powers Agreement (2017 WCAT JPA) adopted by the Wright County cities who were members of the WCAT Board and by Wright County. Otsego adopted the 2017 WCAT JPA on December 11, 2017, with a copy of the 2017 WCAT JPA attached thereto as Exhibit A; and WHEREAS, the WCAT Board has pursued its stated general purpose of providing affordable public transportation to the residents of its cities, primarily by taking part in Trailblazer Transit, a joint powers organization with McLeod and Sibley Counties; and WHEREAS, the members of WCAT Board now seek to dissolve the WCAT Board and to have Wright County, through its Board of Commissioners, take the place of the WCAT Board as a partner in Trailblazer Transit; and WHEREAS, the members of the WCAT Board also wish to have any funds remaining after payment of WCAT obligations transferred to Wright County to be used for public transit purposes. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OTSEGO, MINNESOTA: That the City of Otsego, by action of its City Council, hereby withdraws from the WCAT Board, effective December 31, 2018, but contingent upon the adoption of a substantially similar Resolution by the other members of the WCAT Board whereby said other members also withdraw from the WCAT Board effective December 31, 2018. 2. That all bills and obligations of WCAT shall be paid from any funds remaining with the WCAT Board. That notwithstanding section 9 of the 2017 WCAT JPA, all WCAT funds remaining after payment of bills and obligations incurred through December 31, 2018 shall be transferred to the Wright County Auditor -Treasurer, to be used for public transit purposes. 4. That by taking these actions, the City of Otsego City Council intends that upon adoption of a substantially similar Resolution by the other members of the WCAT Board the WCAT Board will be dissolved and further intends to effectively rescind any provision of the 2017 WCAT JPA that may be in conflict with this Resolution. ADOPTED by the Otsego City Council this 10th day of December, 2018. MOTION made by Council Member IN FAVOR: OPPOSED: Pa ATTEST: CITY OF OTSEGO Jessica Stockamp, Mayor Tami Loff, City Clerk and SECONDED by Council Member EXHIBIT A -1 OF 4 WRIGHT COUNTY AREA TRANSPORTATION JOINT POWERS AGREEMENT The parties to this Agreement are municipal corporations under the laws of the State of Minnesota and located in Wright County, Minnesota (the parties to this Agreement are hereafter referred to Individually as a "City" or "Wright County" and collectively as the "Citles or as "governmental units". RECITALS WHEREAS, Minnesota Statute §471.59 authorizes the joint and cooperative exercise of powers common to the governmental units; and WHEREAS, the governmental units desire to provide for an agreement between and among thern to establish a joint powers board for Transportation for the purpose of providing a coordinated service delivery and funding source for public transportation; and WHEREAS, each governmental unit has adopted a Resolution finding that it is in the best interests of the citizens of each governmental unit to enter into this Agreement. NOW THEREFORE, IT IS MUTUALLY AGREED AND UNDERSTOOD AS FOLLOWS: 1. General Purpose. Pursuant to the authority of the Joint Powers Act, the governmental units desire and intend to provide affordable Public Transportation to their communities. The goal of the governmental units is to provide people in their communities with mobility and access to employment, community resources, medical care and recreational opportunities, while reducing the impact of road congestion, travel times, air pollution, the cost of road maintenance and repair, and energy and oil consumption for their communities. 2. Joinder of Wright County Political Subdivisions. The undersigned governmental units hereby agree to join together for the purpose of coordinating the delivery of public transportation services and establishing a joint funding source for said services through establishment of a Wright County Area Transportation Joint Powers Board ("WCAT Board"). Any governmental unit seeking to join the WCAT Authority after January 1, 2018, shall do so only on an affirmative vote of a majority of the WCAT Board members. The WCAT Board shall determine voting authority and contribution requirements for any governmental units joining afterJanuary 1, 2018. 3, WCAT Board Composition. Each governmental unit shall appoint annually a representative to the WCAT Board, Each governmental unit may appoint an alternate representative who may act in the place and stead of an absent representative from that governmental unit. Members to the board may be appointed or removed at the pleasure of the governmental unit, with each member serving until their successor is appointed and qualified as provided by each governmental unit. Each member shall serve without compensation, health or medical benefits provided by the WCAT Board. 4. Funding. The WCAT Board is authorized to procure such State and Federal funding as is available toward financing the costs of providing public transportation services for the governmental units. EXHIBIT A - 2 OF 4 a. Wright County shall provide the funding necessary for the WCAT Board share of the Trailblazer Transit operating capital balance, For calendar year 2018, this amount is $600,000. Said amount shall be held in a reserve account by Trailblazer Transit and shall be released from the reserve account only in accordance with the voting and other requirements of the Trailblazer Joint Powers Agreement. b. Wright County shall pay 50% of the WCAT Board's unfunded local share (operating expenses and capital expenditures) in 2018. For 2019, Wright County shall pay 60% of the WCAT Board's unfunded local share (operating expenses and capital expenditures). For 2020, Wright County shall pay 70% of the WCAT Board's unfunded local share (operating expenses and capital expenditures). For 2021, Wright County shall pay 80% of the WCAT Board's unfunded local share (operating expenses and capital expenditures). For 2022, Wright County shall pay 909/6 of the WCAT Board's unfunded local share (operating expenses and capital expenditures), For each year, each City agrees to pay a proportionate share (the "Pro Rata Share") of the WCAT Board's remaining unfunded operating expenses and capital expenditures, with a cap of $100,000 for the cities' contribution towards operating expenses and a cap of $100,000 for the cities' contribution towards capital expenditures for each year. The pro rata share for each City shall be based upon the number of rides originating In the City during the prior year as compared to the total number of rides originating in all of the Cities during the prior year (the "Ride Share"). 5. Meetings, The WCAT Board shall meet at least annually on a schedule determined by the WCAT Board. All meetings of the WCAT Board shall be conducted in a manner consistent with the Minnesota Open Meeting Law, Minn. Stat, §18D.01, et. seq., as amended. Special meetings maybe called by the WCAT Board Chair or upon written request of three (8) or more members of the WCAT Board. Written notice of any special meetings shall be sent to all WCAT Board members and to the City Clerk or County Coordinator of each governmental unit to comply with posting requirements. 6. Powers and Duties. The powers and duties of the WCAT Board include, but are not limited to, expending funds for the purpose of establishing, funding, coordinating, administering and operating a public transportation service including: a. Apply for, receive and expend State and Federal funds available for said purpose, as well as funds from other lawful sources, including fares, donations or gifts for the purpose of providing public transportation services and such supplemental services deemed advisable by the WCAT Board. Approve an annual budget. C. Adopt and implement a management plan to carry out the WCAT Board's purpose. d. Enter Into contracts with public or private entities as the WCAT Board deems necessary to accomplish the purpose for which the WCAT Board is organized, including, but not limited to, the hiring of any consultants. e. Obtain such insurance as the Board deems necessary for the protection of the WCAT Board, members of the WCAT Board, member cities, and its property. EXHIBIT A - 3 OF 4 f. Exercise all other lawful powers necessary and incidental to the implementation of public transportation services and the purposes and powers set forth herein, h. The WCAT Board has no authority to obtain or operate an independent transit service without the express approval of a majority of the Parties. I. The WCAT Board has no authority to levy taxes or issue debt for operating capital or debt service purposes unless approved in writing by the governing body of all governmental units. The WCAT Board has no authority to issue debt that exceeds the term of this Agreement. 7. Voting, Wright County shall be entitled to 50% of the weighted voting power for the WCAT Board. The remaining 50% of the weighted voting power for the WCAT Board shall be apportioned among the Cities as follows: Each City shall be entitled to one vote plus one additional vote per each 3,000 rides originating in that City during the previous year. Prior to the first meeting in March the Secretary of the WCAT Board shall determine the number of votes for each Party in accordance with this section and certify the results to the Chair. A quorum shall consist of a simple majority (51%) of representatives from the governmental units, A simple majority vote, on a weighted basis, of the WCAT Board members present at the meeting with a valid quorum shall be required by the WCAT Board to take action unless otherwise provided in this Agreement or by law.. WCAT currently has two seats on the Trailblazer Transit Board, One of these seats shall be filled by a representative appointed by Wright County. 8. Officers. There shall be a chair, a vice chair, and a secretary elected from the members of the WCAT Board at the initial meeting of each year. The officers shall be elected from different member governmental units, The WCAT Board may elect or appoint such other officers as it deems necessary to conduct its meetings and affairs, 9, Effective Date/Termination. This Agreement shall become effective as of January 1, 2018 and shall continue in effect through December 31, 2022. This Agreement shall remain in effect for each respective governmental unit until that governmental unit hereto gives notice to the WCAT Board of its intention to withdraw. Notice of withdrawal must be given by April 1 of a given year. If notice of withdrawal is given afterApril 1 of a given yearthe withdrawal shall be effective on December 31 of the following year. A withdrawing governmental unit shall be responsible for its respective share of any debts or liabilities outstanding as of the effective date of withdrawal. Termination will be effective at the conclusion of the fiscal year. This Agreement shall remain in effect as to the remaining members provided that there are three or more members who desire to continue operating the WCAT Board. The withdrawing member shall not be entitled to compensation or distribution of any assets of the WCAT Board. In the event of dissolution of the WCAT Board, any property owned or held by the WCAT Board shall be sold for fair market value. All remaining funds after satisfaction of all WCAT Board debt, payments and other financial obligations shall be returned to the governmental units in the same manner in which the governmental units contributed funding to the WCAT Board in the last full calendar year prior to dissolution. EXHIBIT A - 4 OF 4 J.O. No Walver. Nothing herein shall be construed to waive or limit any Immunity from, or limitation on, Ila bility available to any governmental unit, whether set forth in Minnesota Statutes, Chapter 466 or otherwise, 11, Severabllity. If any section, subdivision or provision of this Agreement shall be held invalid or unenforceable for any reason, the invalidity or unenforceabllity of such section, subdivision or provision shall not Invalidate or render unenforceable any of the remaining provisions. 12, Amendment, Any amendments to this Agreement must be In writing, signed by all of the governmental units, following approval of their respective governing bodies. 13. Governing law. This Agreement shall be Interpreted in accordance with the laws of the State of Minnesota, 14. liability and Insurance. Each governmental unit shall be liable for Its torts and the torts of its employees, agents and consultants In undertaking Its respective Individual responsibilities as described In this Joint Powers Agreement. Notwithstanding any language to the contrary, the governmental units agree that liability arising out of the activities of the WCAT Board and the governmental units shall be subject to the requirements of Minnesota Statutes §471.59, Subdivision 1a. (b), as it may be amended, The governmental units Intend that the WCAT Board shalt obtain Insurance coverage for its tort.liabillty and general liability as a Joint Powers Board. Nothing herein shall be construed to waive or limit any. Immunity from, or limitation on, liability available to any governmental unit, whether set forth in Minnesota Statutes, Chapter 466 or otherwise, 15. Default, The failure by any governmental unit to observe or timely perform any covenant, condition, obligation or agreement herein shall constitute Default of the Agreement. Whenever a Default occurs, the WCAT Board shall provide thirty (30) days written notice to the defaulting governmental unit of the default which notice Includes the nature of the Default and the manner in which the Default may be cured, If the Default Is not timely cured, the WCAT Board may take any action available, Including legal, equitable or administrative action, to enforce this Agreement, 16, Disputes, The governmental units agree that they will submit any disputes under this Agreement to mediation prior to resorting to an action In Court. By signing this Agreement, the governmental units certify that the same has been approved by their respective governing bodies, ATTEST: �M County Coordinator tl C� o� iq�seya ATTEST: City Administrator aot vL •:1'111—fall's1 . /Lal ATTEST: City Administrator aot WRIGHT COUNTY AREA TRANSPORATATION ADVISORY COUNCIL BY-LAWS I. NAME The name of this organization shall be the Wright County Area Transportation Advisory Council (WCAT). II. PURPOSE A. The purpose of WCAT shall be to provide affordable public transportation to the communities of Wright County. The goal is to provide people in their communities with mobility and access to employment, community resources, medical care an tional opportunities, while reducing the impact of road congestion, tr time it pollution, the cost of road maintenance and repair, and energy, oil cons ption for their communities. B. WCAT serve is c ity only, malting recommendations to the Wright County oard is ers (County Board) regarding public transit matters. Its effectiv s a cc is in the counsel and advice it provides rather than through any lega a rity. III. MEMBERSHIP A. The membership of WCAT shall Three representatives of the cities preceding their appointment. The respective city councils. 2. Four at large representatives from represented under Section III. A. County Board. 9 jffetives, as follows: w' e la t rid ip during the year ,e members s all be a nted by their Wright Coun sties other than those These members shall be appointed by the 3. Two representatives from Wright County townships. These members shall be appointed by the County Board. B. The term of these representatives shall be as follows: Two calendar years, with the terms ending on December 31 of the year. 2. The initial appointments of the township representatives and two of the at large city representatives shall be for one calendar year. 3. All initial appointments shall be extended so that they include the remaining portion of 2018. C. Appointed members may serve two successive terms. D. Vacancies shall be by the appointing body, and such appointee shall serve for the reminder of the existing term. IV. ORGANIZATION A. WCAT shall meet at least quarterly. B. The meeting schedule will be determined at the first meeting of the year. C. There shall be a first meeting the calend a D. A quorum e chair and a secretary elected by the members at the These officers will serve a one year term, ending with E. Special meetings mc 0 01 Members must receive not hours prior to the meeting. F. WCAT is subject to the V. AMENDMENTS president or by four members of WCAT. i special meeting with agenda at least 72 These bylaws may be amended by a majority vote WCAT, after full notice has been given in writing to all rr membership of