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RES 18-77CITY 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 number 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. 3. 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. CITY OF OTSEGO og1WA&--h'*UAA Jessica Stockamp, Mayor ATTEST: `1. Tami LOW, City Clerlc MOTION made by Council Member Heidner and SECONDED by Council Member T -a n. n-er INFAVOR: Stockamp, Heidner, Tanner, Warehime OPPOSED: None 2 EXHIBIT A -1 OF 4 `WRIGHT COUNTY AREA TRANSPORTATION JOINT POWERS AGREEMENT The parties to this.Agreeraent are municipal corporations under the laves of the State of Minnesota and located in Wright County, Minnesota the partles to this Agreement are hereafter referred to Individually as a "City" or "Wright County" and collectively as the "Cities"• or as "governmental units", RECITALS WHEREAS, Minnesota Statute §471.S9 authorizes the joint and cooperative exercise. of powers common to th:e governmental units; and WHERFAS, the governmental units desire to provide for an agreement. between and among them 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 THERErORE, iT IS. MUTUALLYAGRFED AND UNDERSTOOD AS FOLLOWS: 1. General Purpose. Pursuant to the authority of the Joint Powers Act, the goverhmenta(units desire and 'intend t9 provi.de affordable Public-Transpgrtation 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; teavef 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 to for the purpose of coordinating the delivery of public transportation services and establishing a jointfunding source for said services through establishment of a Wright County Area Transportation Joint Powers Board ("WCAT Board' Any governmental unit seeitingto join the WCAT Authority after January 1, 20 .8, 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 after January 1, 2018. 3. WCAT Board Composition. Each governmental unit shalf 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 atthe pleasure of the, governmental unit, with 'each member serving until their successor is appointed and quallffed: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 necessgryfor the WCAT Board share of the Trailblazer Transit operating capital balance, For calendar year 2018, this amount is $0001000. Said amourit 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, Wight 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 anal 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.9.0/ of the WCAT Board's unfunded local share (operating expenses and capital expenditures), For each yea reach City agrees to pay,8 proportionate share (the "Pro Rata Share") of.the WCAT Board's remaining unfunded.op'erating expenses and capital expenditures;, with a cap of $100,000 for the cities' contribution towards operating expenses and a .cap of $100,Oo0.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 10 all of the Cities during the prior year (the "Ride Share"). S. Meetings, The WCAT Board shall meet at least ann.ualiy on a schedule determined bythe WCAT Board. All rrieetings of the WCAT Board shall be, Conducted in a manner consistent with the Minnesota Open Meeting Law, Minn. Stat, §13D.01, et. seq., as amended. Special meetings may be.called bythe WCAT Board Chair or upon written request of three (3) or more hlerfTbers of the WCAT Board. Written notice of any special meetings shall be sent to afl WCAT Board members and to the City Clerk or County Coordinator of each governmental unit to comply with posting requirements. G. Powers and pubes. 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'iriclgding: a. Apply for, receive and expend State and Federalfunds 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. b. Approve an annual budget. c. Adopt and implement a managementpfan to carry out the WCAT Board's purpose. d. Enter Into contracts with public or private entities as the WCAT Board deems necessary to.accompiish the purpose for which the WCAT Board is organized, ineludirig,. but not limited to,, the hiring of any consultants. e. obtain such insurance as the Board deems necessary forthe, 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.putposes 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 uniess approved in writing by the governing body of all governmental units. The WCAT Board has no authorityto 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 forthe WCAT Board shall be apportioned among the Citles as follows; Each City shall be entitled to one vote plus .one additional vote per each 8,000 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 avalid 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 � of a given year. If notice of Withdrawal is given afterApril l 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 oufistariding as of the effective date of withdrawal.. Termination will be effective at the conclusion of the fiscal year. This AgrebMent 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 rerriaihing 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 Waiver. 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, 11. Severability. If any section, subdivision or provision of this Agreement shall be held Invalid or unenforceable for any reason, the invalidity or unenforceablllty 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. 18. Governing haw. 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 shall obtain Insurance coverage for Its tort.liability 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 ortimely perform any covenant, condition, obligation or agreement herein shall constitute Default of the Agreement. Whenever a Default occurs, the WCAT Board shall provide thirty (80) 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. P By ATTEST: County Coordinator tl ATTEST: City Administrator aot Ili WRIM�9,11 _ �3114 . �. 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 bili 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 ener2v oil cons ption for their communities. 11-30PR l_ri-i Wright County 13-31 matters. Its effectil rather than through III. MEMBERSHIP only, making recommendations to the xs (County Board) regarding public transit is in the counsel and advice it provides A. The membership of WCAT shall consiAbf 9 as follows: 1. Three representatives of the cities w' e la t rid ip during the year preceding their appointment. These members s all be a nted by their respective city councils. 2. Four at large representatives from Wright Coun rties other than those represented under Section III. A. 1. These members shall be appointed by the County Board. 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: 1. 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 ice chair and a secretary elected by the members at the first meeting e ye These officers will serve a one year term, ending with the calend ar. D. A quorum sh of AT members. E. Special meetings m c Members must receive not hours prior to the meeting. F. WCAT is subject to the M V. AMENDMENTS Fe president or by four members of WCAT. of a special meeting with agenda at least 72 These bylaws may be amended by a majority vote of the Xexmembership of WCAT, after full notice has been given in writing to all member