AGENDA. Dakota County Regional Railroad Authority. September 12, :30 AM (or following County Board meeting)

1. Call To Order And Roll Call 2. Approval Of Agenda 3. Consent Agenda AGENDA Dakota County Regional Railroad Authority September 12, 2017 9:30 AM (or following County Board meeting) Boardroom, Administration Center, Government Center, Hastings, MN 3.1 County Administration - Approval Of Minutes Of Meeting Held On August 22, 2017 3.2 County Administration - Scheduling Of 2018 Dakota County Regional Railroad Authority Meetings 3.3 Transportation - Assumption Of Obligation For Remaining Balance Of Counties Transit Improvement Board 2017 Capital Grant Agreement For I-35W South Bus Rapid Transit Project (METRO Orange Line) And Authorization To Execute Agreement With Metropolitan Council To Provide Authority Funds 4. Regular Agenda 4.1 Transportation - Authorization To Withdraw From Red Rock Corridor Commission Joint Powers Agreement 4.2 Transportation - Scheduling Of Special Dakota County Regional Railroad Authority Meeting 5. Other Business 6. Transit Office Update 7. Adjournment The next meeting is scheduled for September 26, 2017, at 9:30 AM. (or following County Board meeting) in the Boardroom, Government Center, Hastings. For more information, call 651-438-4417. Dakota County Regional Railroad Authority meeting agendas are available online at https://www.co.dakota.mn.us/government/boardmeetings/pages/default.aspx

Call To Order And Roll Call Commissioner Mike Slavik Commissioner Kathleen A. Gaylord Commissioner Thomas A. Egan Commissioner Joe Atkins Commissioner Liz Workman Commissioner Mary Liz Holberg Commissioner Chris Gerlach DAKOTA COUNTY REGIONAL RAILROAD AUTHORITY Meeting Minutes August 22, 2017 Boardroom, Administration Center, Hastings, MN Also in attendance: Matt Smith, County Manager; Jay Stassen, First Assistant County Attorney; and Jeni Reynolds, Sr. Administrative Coordinator to the Board. The meeting was called to order at 10:38 a.m. by Chair Liz Workman. Approval Of Agenda On a motion by Commissioner Mary Liz Holberg, seconded by Commissioner Mike Slavik, the agenda was unanimously approved. Consent Agenda On a motion by Commissioner Chris Gerlach, seconded by Commissioner Mike Slavik, the consent agenda was unanimously approved as follows: 3.1 Approval Of Minutes Of Meeting Held On July 11, 2017 3.2 Update On METRO Orange Line Extension Study Regular Agenda 4.1 Information On METRO Red Line Station Area Planning Draft Report And Recommendations Transit Specialist Matt Parent, Jeff McMenimen with HKGi and Eric Slettedahl with the City of Eagan briefed this item and responded to questions. This item was on the agenda for informational purposes only. 4.2 Discussion Of Red Rock Corridor Commission Joint Powers Agreement Transit Specialist Matt Parent briefed this item and responded to questions. This item was on the agenda for informational purposes only. Other Business No other business.

August 22, 2017 Page 2 Transit Office Update Transit Manager Kristine Elwood gave a brief transit office update. Updates were given on the METRO Red Line, Counties Transit Improvement Board dissolution, the Orange Line Extension and the Dan Patch Line. Adjournment On a motion by Commissioner Mike Slavik, seconded by Commissioner Thomas A. Egan, the meeting was adjourned at 11:15 a.m. Respectfully submitted, Secretary/Treasurer

DAKOTA COUNTY REGIONAL RAILROAD AUTHORITY Scheduling Of 2018 Dakota County Regional Railroad Authority Meetings Meeting Date: 9/12/2017 Fiscal/FTE Impact: Item Type: Consent-Action None Other Division: County Administration/County Board Current budget Amendment requested Department: County Administration New FTE(s) requested Contact: Smith, Matt Board Goal: County Gov't That Leads the Way Contact Phone: (651) 438-4590 Public Engagement Level: N/A Prepared by: Reynolds, Jennifer PURPOSE/ACTION REQUESTED Schedule dates and locations of Dakota County Regional Railroad Authority Meetings for 2018. SUMMARY When scheduling 2018 meeting dates, the following is required: The proposed 2019 levy must be adopted on or before September 30. The 2019 levy and budget must be adopted before five working days after December 20 (by December 28). All meetings of the Dakota County Regional Railroad Authority (Authority) are subject to the Open Meeting Law (Minn. Stat. 13D) and open to the public. Prior to the beginning of a new year, the Authority adopts a schedule of regular meetings for the upcoming year. The schedule includes the location, date, and times of the meetings. Unless otherwise stated, all meetings will occur on a Tuesday, in the Boardroom of the Dakota County Administration Center in Hastings, Minnesota. All meetings will begin at 9:30 a.m. or immediately following Dakota County Board of Commissioners meetings. The proposed 2018 schedule of regular meetings is: January 2 January 23 February 27 March 27 April 24 May 22 June 19 July 17 August 21 September 18 October 23 November 27 December 18 During the year, the schedule can be amended by vote of the Authority. RECOMMENDATION Staff recommends scheduling 2018 meetings as listed above. EXPLANATION OF FISCAL/FTE IMPACTS None.

Supporting Documents: Previous Board Action(s): RESOLUTION WHEREAS, Dakota County Regional Railroad Authority regular meetings are open to the public and subject to the Open Meeting Law (Minn. Stat. 13D), which requires a schedule of regular meetings. NOW, THEREFORE, BE IT RESOLVED, That the Dakota County Regional Railroad Authority (Authority) hereby adopts the following 2018 meeting schedule: ; and January 2 January 23 February 27 March 27 April 24 May 22 June 19 July 17 August 21 September 18 October 23 November 27 December 18 BE IT FURTHER RESOLVED, That the Authority meetings shall be scheduled at 9:30 a.m. (or following the County Board meeting) in the Boardroom, Administration Center, in Hastings, Minnesota; and BE IT FURTHER RESOLVED, That this schedule can be amended throughout the year by vote of the Authority. County Manager s Comments: Reviewed by (if required): Recommend Action County Attorney s Office Do Not Recommend Action Financial Services Reviewed---No Recommendation Risk Management Reviewed---Information Only Employee Relations Submitted at Commissioner Request Information Technology Facilities Management County Manager 9/7/2017 10:59 AM Page 2

DAKOTA COUNTY REGIONAL RAILROAD AUTHORITY Assumption Of Obligation For Remaining Balance Of Counties Transit Improvement Board 2017 Capital Grant Agreement For I-35W South Bus Rapid Transit Project (METRO Orange Line) And Authorization To Execute Agreement With Metropolitan Council To Provide Authority Funds Meeting Date: 9/12/2017 Fiscal/FTE Impact: Item Type: Consent-Action None Other Division: Physical Development Current budget Amendment requested Department: Transportation New FTE(s) requested Contact: Krebsbach, Mark Board Goal: A Great Place to Live Contact Phone: (952) 891-7102 Public Engagement Level: N/A Prepared by: Elwood, Kristine PURPOSE/ACTION REQUESTED Assume obligation for 14 percent of the remaining balance of the Counties Transit Improvement Board (CTIB) 2017 Capital Grant Agreement for the I-35W South Bus Rapid Transit (BRT) Project (METRO Orange Line). Authorize execution of an agreement with Metropolitan Council (Council) to provide Dakota County Regional Railroad Authority (Authority) funds for the METRO Orange Line BRT. Authorize execution of an assignment and assumption agreement between Dakota County and the Authority. Amend the Authority 2017 2021 Capital Improvement Program (CIP) budget. SUMMARY The Authority promotes alternative ways to meet existing and future transportation needs through investment in regional transitways. The first phase of the METRO Orange Line, a 17-mile BRT corridor from downtown Minneapolis to Burnsville, is planned for operation in 2019 (Attachment A). On February 7, 2017, the Authority committed the balance for its full-funding share of the project, $2,081,750 (Resolution No. 17-008). On June 20, 2017, the Dakota County Board of Commissioners (Board) voted to terminate the joint powers agreement (JPA) establishing CTIB (Resolution No. 17-363). The Board also assumed 14 percent of the remaining CTIB balance of the project development and capital costs (Attachment B); and through a separate agreement with the Council, Dakota County agrees to pay 14 percent of the remaining balance of the 2017 Capital Grant Agreement for the METRO Orange Line (Attachment C). On June 21, 2017, CTIB voted to terminate the CTIB JPA. Prior to dissolution, CTIB executed a 2017 METRO Orange Line capital grant agreement with the Council. Attachment D shows the financial shares for the full project before and after CTIB dissolution. CTIB is committed through termination documents to pay between $5 million and $6 million of the 2017 CTIB capital grant. The actual amount will be reconciled in early 2018 after 2017 CTIB tax sales receipts have been received. The 2017 funds are required for the Council to fund the Minnesota Department of Transportation I-35W Transit Access Partnership project and the current engineering design costs. The Authority contribution to the 2017 grant fund is 14 percent of the current unfunded share or $420,000. If after reconciliation there are additional CTIB tax receipts for this project, there will be deductions from Dakota County s future remaining CTIB share of $3,721,084. On September 12, 2017 (Resolution No. 17 476), the Board authorized assignment of the remaining balance of the CTIB 2017 capital grant agreement for the METRO Orange Line to the Authority and execution of an assumption agreement with the Authority. Minn. Stat. 398A.04 provides the Authority the powers to plan, acquire, construct, and operate transitways included in and approved by the Council s 2030 Transportation Policy Plan. Further, the Authority has sufficient funds available that can only be used for transitway purposes. RECOMMENDATION Staff recommends the Authority assume the obligation and execute a separate agreement with the Council to pay $420,000 for 14 percent of the remaining balance of the 2017 capital grant agreement for the METRO Orange Line. Staff further recommends execution of an assignment agreement between the Authority and Dakota County and amending the Authority 2017 2021 CIP budget. EXPLANATION OF FISCAL/FTE IMPACTS Sufficient funds are available in the Authority s fund balance for the $420,000 share. An amendment to the Authority Fund Balance is requested for the $420,000 payment to the Council for the Phase 1 METRO Orange Line.

Supporting Documents: Previous Board Action(s): Attachment A: Corridor Map 17-008; 2/07/17 Attachment B: Assumption of CTIB Funding Commitments 17-363; 6/20/17 Attachment C: Assumption of CTIB Agreements 17-476; 9/12/17 Attachment D: Orange Line Project Shares RESOLUTION WHEREAS, the Regional Railroad Authority (Authority) promotes alternative ways to meet existing and future transportation needs of citizens through investment in regional transitways; and WHEREAS, the first phase of the METRO Orange Line, a 17-mile Bus Rapid Transit (BRT) corridor from downtown Minneapolis to Burnsville, is planned for operation in 2019; and WHEREAS, on February 7, 2017, the Authority committed the balance for its full-funding share of the project, $2,081,750, contingent upon Hennepin County Regional Railroad Authority, Counties Transit Improvement Board (CTIB), and the Metropolitan Council committing their respective share of the full Phase 1 project funding and the Federal Transit Administration (FTA) preliminary rating being included in the FTA Annual Report on Funding (Resolution No. 17-008); and WHEREAS, on June 20, 2017, the Dakota County Board of Commissioners voted to terminate the joint powers agreement (JPA) establishing CTIB (Resolution No. 17-363); and WHEREAS, on June 20, 2017, the Dakota County Board of Commissioners assumed the obligation to fund 14 percent of the remaining balance of CTIB s commitment to the project development and capital costs of Phase 1 of METRO Orange Line project; and WHEREAS, on June 20, 2017, the Dakota County Board of Commissioners agreed that through a separate agreement with the Metropolitan Council, Dakota County will pay 14 percent of the remaining balance of the 2017 Capital Grant Agreement for the I-35W South BRT Project (METRO Orange Line); and WHEREAS, on June 21, 2017, CTIB approved to terminate the JPA establishing the CTIB; and WHEREAS, in July, CTIB completed an 2017 capital grant disbursement schedule for all shares of the 2017 grant, including the $5 million CTIB amount to be paid in 2017; and WHEREAS, the July CTIB 2017 grant disbursement schedule includes the Authority and Hennepin County share of the remaining $3 million to be split between the Authority (14 percent) and Hennepin County (86 percent) for the METRO Orange Line 2017 grant; and WHEREAS, an agreement between the Authority and Metropolitan Council to provide funds is required in 2017 for the Metropolitan Council to pay the Minnesota Department of Transportation for the I-35W Transit / Access Partnership project and the current engineering design costs for the Phase 1 project; and WHEREAS, the Authority maximum contribution to the 2017 capital grant agreement is $420,000; and WHEREAS, in early 2018, the 2017 CTIB sales receipts will determine the final 2017 capital grant agreement CTIB share for METRO Orange Line; and WHEREAS, any adjustment in the CTIB and Counties shares will be reconciled in 2018; and WHEREAS, sufficient funds exist in the current Authority fund balance for $420,000 for this agreement; and WHEREAS, the Authority share anticipated prior to the dissolution of CTIB is included in the adopted 2017-2021 Authority Capital Improvement Program (CIP) budget; and WHEREAS, the Authority share anticipated after dissolution of CTIB is included in the draft 2018 2022 Authority CIP budget; and 9/8/2017 1:46 PM Page 2

WHEREAS, the JPA between the County of Dakota and the Authority authorizes the County of Dakota to receive and manage the funds of the Authority and to provide any and all budgetary and accounting services necessary and convenient for the Authority; and WHEREAS, County staff will coordinate with the CTIB designated fiscal agent in 2018 to reconcile the final CTIB contribution of up to 75 percent of the 2017capital grant; and WHEREAS, if the final CTIB 2017 capital grant contribution is over $5 million (62.5 percent), the additional CTIB funds will be reduced from Dakota County s remaining CTIB share for 2018; and WHEREAS, on September 12, 2017, the Dakota County Board of Commissioners assigned to the Authority the separate agreement between Dakota County and the Metropolitan Council to pay 14 percent of the remaining balance of the 2017 Capital Grant Agreement for the I-35W South BRT Project (METRO Orange Line) (Resolution No. 17-476). NOW, THEREFORE, BE IT RESOLVED, That the Dakota County Regional Railroad Authority hereby accepts assumption of the obligation of 14 percent of the remaining balance of the Counties Transit Improvement Board 2017 Capital Grant Agreement for the I-35W South Bus Rapid Transit Project (METRO Orange Line); and BE IT FURTHER RESOLVED, That the 2017 Regional Rail Authority Capital Improvement Program budget is amended as follows: Expense Met Council $420,000 Total Expense $420,000 ; and Revenue Regional Rail Authority Use of Fund Balance $420,000 Total Revenue $420,000 BE IT FURTHER RESOLVED, That the Dakota County Regional Railroad Authority authorizes the Chair or Vice- Chair to execute a grant agreement with Metropolitan Council to provide $420,000 of Regional Rail Authority funds in 2017 for the METRO Orange Line Phase 1, subject to approval by the Dakota County Attorney s Office as to form; and BE IT FURTHER RESOLVED, That the Dakota County Regional Railroad Authority authorizes the Chair or Vice- Chair to execute the assignment and assumption agreement with Dakota County of the commitment to pay 14 percent of the remaining balance of the 2017 Capital Grant Agreement for the I-35W South Bus Rapid Transit Project (METRO Orange Line), subject to approval by the Dakota County Attorney s Office as to form. County Manager s Comments: Reviewed by (if required): Recommend Action County Attorney s Office Do Not Recommend Action Financial Services Reviewed---No Recommendation Risk Management Reviewed---Information Only Employee Relations Submitted at Commissioner Request Information Technology Facilities Management County Manager 9/8/2017 1:46 PM Page 3

EXHIBIT A ASSUMPTION OF CTIB FUNDING COMMITMENTS Dakota County assumes the following funding commitments: 1. 14% of the remaining balance of CTIB s full funding commitment to the capital costs of Phase 1 of the I-35W South BRT (METRO Orange Line) project, 14% of the remaining balance of the State s share of the capital costs of the project (recognizing any reductions for additional legislative contributions), and 14% of the CTIB Share of net operating costs (for reference see CTIB Resolution #41-2016 as amended by Resolution #18-2017). 2. CTIB Resolution #55-2014: 14% of the remaining balance of CTIB s Project Development commitment to the capital costs of Phase 1 of the I-35W South BRT (METRO Orange Line) project. Exhibit A Assumption of CTIB Funding Commitments - Dakota County Page 1

EXHIBIT B ASSUMPTION OF CTIB AGREEMENTS AND OBLIGATIONS Agreements whereby CTIB assigns to Dakota County, and Dakota County assumes, the following agreements and obligations: 1. 2017 Operating Grant Agreement for the METRO Red Line Service (Cedar Avenue Bus Rapid Transit) with the Metropolitan Council (#06-2017-01). 2. 2017 Operating Grant Agreement for the Cedar Avenue Express Service with the Metropolitan Council (#07-2017-01). 3. 2017 Operating Grant Agreement for the I-35W South Express Service with the Metropolitan Council (#10-2017-01). Through a separate agreement with the Metropolitan Council, Dakota County also agrees to pay 14 percent of the remaining balance of the 2017 Capital Grant Agreement for the I-35W South BRT Project (METRO Orange Line) with the Metropolitan Council (#03-2017-01), which Agreement will be assigned to and assumed by Hennepin County. Exhibit B - Assumption of CTIB Agreements and Obligations Dakota County Page 1

METRO Orange Line Capital Funding Sources Before CTIB Dissolution (2016) After CTIB Dissolution (2017) Dakota County Share Authority = $ 2.1 M CTIB Share = $ 4.1 M

DAKOTA COUNTY REGIONAL RAILROAD AUTHORITY Authorization To Withdraw From Red Rock Corridor Commission Joint Powers Agreement Meeting Date: 9/12/2017 Fiscal/FTE Impact: Item Type: Regular-Action None Other Division: Physical Development Current budget Amendment requested Department: Transportation New FTE(s) requested Contact: Parent, Matthew Board Goal: Good for Business Contact Phone: (952) 891-7271 Public Engagement Level: N/A Prepared by: Parent, Matthew PURPOSE/ACTION REQUESTED Authorize withdrawal from the Red Rock Corridor Commission (Commission) joint powers agreement (JPA). SUMMARY The Dakota County Regional Railroad Authority (Authority) promotes alternative ways to meet existing and future transportation needs of citizens using various transportation modes. In pursuit of this objective, the Authority participates in ongoing efforts to develop regional transitways. The Authority is a member of the Commission through a JPA, which is led by Washington County Regional Railroad Authority and is comprised of 11 members representing the counties and communities along the Highway 61 corridor (Attachment A). The Commission is committed to advancing transit options and transit-supportive development along the Highway 61 Corridor from Hastings to downtown Minneapolis. The Authority has been a financial member of the Commission since March 1999 with an annual contribution of ten percent of the operating budget. In recent years, the Authority has contributed approximately $5,000 annually. The Commission decided to offset the 2017 dues by using fund balance. The current JPA was last updated in 2004 (Attachment B). In 2015, an Implementation Plan process was initiated to outline strategies for phased transit improvements in the corridor including eventual Bus Rapid Transit (BRT) service. The near-term recommendations of the Implementation Plan included implementing all-day transit service stopping in Cottage Grove and working to maintain express service from Cottage Grove. The long-term recommendations are to explore transit service to Hastings only when ridership estimates become stronger. These ridership thresholds are not expected to be met until approximately 2040. As a result of the lack of transit planned for Hastings and Dakota County, the Authority decided to formally acknowledge the Implementation Plan at the February 21, 2017 meeting. Since acknowledgement of the Red Rock Corridor Implementation Plan, staff has discussed the lack of transit serving Hastings with representatives from the City of Hastings as well as discussing how the Authority and the City of Hastings can further evaluate transit options for eastern Dakota County. Dakota County staff is proposing an Eastern Dakota County transit study that will explore transit for eastern Dakota County including the Hastings area. The Commission is beginning the process of updating the JPA due to Hennepin County indicating it will no longer be a financial member of the Commission and due to the completion of the Implementation Plan. On August 22, 2017, the Authority discussed the JPA and recommended that the Commission be made aware at the August 24, 2017 Commission meeting of the Authority s intention to withdraw as a financial member and the desire to have staff continue to attend Commission meetings on a regular basis. Dakota County was in attendance at the Commission meeting on August 24; however, the issue was tabled and is planned to be discussed again in the coming months. To formally withdraw from the Commission, a resolution from the Authority stating the intent to no longer be a financial or voting member of the JPA is needed. RECOMMENDATION Staff recommends proceeding with a withdrawal process, which includes providing the required 90 day written notice in the form of a resolution to the Commission. Staff will continue to attend Commission meetings. EXPLANATION OF FISCAL/FTE IMPACTS There will be a reduction in annual Authority operating cost of approximately $5,000.

Supporting Documents: Attachment A: Route Map Attachment B: Joint Powers Agreement Previous Board Action(s): RESOLUTION WHEREAS, the Red Rock Corridor transitway project will provide for transit improvements in the southeastern portion of the Twin Cities; and WHEREAS, the Red Rock Corridor is approximately 20 miles and connects downtown Saint Paul with its East Side neighborhoods and the suburbs of the Newport, St. Paul Park, Cottage Grove and Hastings; and WHEREAS, Dakota County Regional Railroad Authority is an active member of the Red Rock Corridor Commission; and WHEREAS, the completed Implementation Plan recommends a phased approach with near-term and long-term strategies to building transit ridership and introducing Bus Rapid Transit to the corridor; and WHEREAS, Dakota County Regional Railroad Authority acknowledged the Red Rock Corridor Implementation Plan; and WHEREAS, Dakota County Regional Railroad Authority and the City of Hastings would like to further analyze transit needs in eastern Dakota County; and WHEREAS, Dakota County Regional Railroad Authority will submit in writing their withdrawal from the Commission at the end of 2017; and WHEREAS, Dakota County Regional Railroad Authority desires staff to continue to participate at the Commission meetings. NOW, THEREFORE, BE IT RESOLVED, That Dakota County will withdraw as a member of the Red Rock Corridor Commission effective December 31, 2017, as permitted by Article 9 of the Red Rock Corridor Commission joint powers agreement; and BE IT FURTHER RESOLVED, That County staff immediately forward a certified copy of the Resolution to the Chair of the Red Rock Corridor Commission to comply with the 90-day notice of intent to withdraw. County Manager s Comments: Reviewed by (if required): Recommend Action County Attorney s Office Do Not Recommend Action Financial Services Reviewed---No Recommendation Risk Management Reviewed---Information Only Employee Relations Submitted at Commissioner Request Information Technology Facilities Management County Manager 9/7/2017 9:33 PM Page 2

AMENDED AND RESTATED JOINT POWERS AGREEMENT WASHINGTON COUNTY Contract # d gs.s: Oept.Jlan s 'Y Pb :';1"" J).e J Div., Beg 15... 1 Tenn i(n7 7o<t - This Amended and Restated Joint Powers Agreement, hereinafter together with any supplements, amendments, or exhibits (AGREEMENT) is made and entered into on this Ql. l day of ~..,l~tt-~0-+-----' 200 _'.f_, by and between the DAKOTA COUNTY REGIONAL RAILROAD AUTHORITY (DAKOTA), HENNEPIN COUNTY REGIONAL RAIL AUTHORITY (HENNEPIN), RAMSEY COUNTY REGIONAL RAILROAD AUTHORITY (RAMSEY), WASHINGTON COUNTY REGIONAL RAILROAD AUTHORITY (WASHINGTON), the city of COTTAGE GROVE (COTTAGE GROVE), the city of HASTINGS {HASTINGS), the city of MINNEAPOLIS {MINNEAPOLIS), the city of ST. PAUL (ST. PAUL), the city of NEWPORT {NEWPORT), the city of ST. PAUL PARK {ST. PAUL PARK), DENMARK TOWNSHIP (DENMARK), and the UNIVERSITY OF MINNESOTA (UNIVERSITY) under the authority of and pursuant to the provisions of Minn. Stat. Chapters 398A and 4 71.59. WITNESS ETH: WHEREAS, DAKOTA, HENNEPIN, RAMSEY, WASHINGTON, COTTAGE GROVE, HASTINGS, ST. PAUL PARK, NEWPORT, and DENMARK entered into a Joint Powers Agreement establishing the Red Rock Corridor Commission (COMMISSION) pursuant to Minn. Stat. 471.59 and 398A.04, subd. 9, said AGREEMENT dated march 1999, and WHEREAS, DAKOTA, HENNEPIN, RAMSEY, WASHINGTON, COTTAGE GROVE, HASTINGS, ST. PAUL PARK, NEWPORT, and DENMARK desire to amend and restate the Joint Powers Agreement and include MINNEAPOLIS, ST. PAUL, and the UNIVERSITY as parties to this AGREEMENT; and 69126 (S)

WHEREAS, the Red Rock Corridor is defined as the transitway corridor originating in Hastings in Dakota County, through Washington County, Ramsey County,.and terminating in downtown Minneapolis in Hennepin County with connections to other multi-modal transportation options; and WHEREAS, the Red Rock Corridor has significant transportation, safety, and land use issues; and WHEREAS, there are opportunities for a variety of multi-modal transportation improvements in the Red Rock Corridor, including highway commuter and freight line, bus rapid transit, multi-use paths, recreational trails including bicycle trails, and Intelligent Transportation Systems (ITS); and WHEREAS, the parties wish to collaboratively plan for multi-modal transportation improvements to the Red Rock Corridor and for the related land use and development impacts, and WHEREAS, the COMMISSION has completed a commuter rail feasibility study on the Red Rock Corridor and determined that planning for commuter rail in the Red Rock Corridor should continue; and WHEREAS, Minn. Stat. 174.80 et seq. grants authority and responsibility to the Minnesota Department of Transportation (MN-DOT) to design, develop, construct, and operate commuter rail in Minnesota and to enter into agreements with joint powers boards to carry out these responsibilities; and WHEREAS, the COMMISSION intends to work collaboratively with MN-DOT and the Metropolitan Council for the planning and development of commuter rail or other rail or rail beneficial related transit modes in the Red Rock Corridor; and WHEREAS, it is the desire of the parties hereto to amend and restate the March 1999, Joint Powers Agreement in this agreement. 69126 (4th/vers) -2of10-

NOW, THEREFORE, IN CONSIDERATION OF the mutual promises and covenants herein, the parties hereto agree as follows: ARTICLE 1. DEFINITIONS Unless context otherwise requires, the terms defined in this section shall have the meanings stated herein: 1. Agreement means this Amended and Restated Joint Powers Agreement. 2. Commission shall mean the Joint Powers body established herein. 3. Effective Date shall be the date ihe last original signatory approves this AGREEMENT. 4. Financial Member means individually the Dakota County Regional Railroad Authority, Hennepin County Regional Railroad Authority, Ramsey County Regional Railroad Authority, or Washington County Regional Railroad Authority. 5. Original Signatory shall mean, individually, Dakota, Hennepin, Ramsey, Washington, Cottage Grove, Hastings, Newport, St. Paul Park, and Denmark. ARTICLE 2. PURPOSE The parties have entered into this agreement for the purpose of jointly exercising the powers granted to Regional Railroad Authorities organized under the provisions of Minn. Stat. Ch. 398A, including but not limited to the acquisition and management of federal, state, and local funding in cortjunction with the Minnesota Department of Transportation and the Metropolitan Council, and may perform any responsibilities delegated by the Commissioner of Transportation subject to the conditions that sufficient funds are received. ARTICLE 3. TERM This AGREEMENT shall be effective (EFFECTIVE DATE) when adopted by all ORIGINAL SIGNATORIES. The EFFECTIVE DATE of this AGREEMENT shall be the date on which the last ORIGINAL SIGNATORY approves the AGREEMENT by action of its governing board or council. This AGREEMENT shall remain in full force and effect until terminated by the parties pursuant to Article 9 of the AGREEMENT. The UNIVERSITY, MINNEAPOLIS, and ST. PAUL will become parties to this AGREEMENT on the later of the date approved by their governing body or the EFFECTIVE DATE herein stated. Provided, however, that if the UNIVERISTY, MINNEAPOLIS, or ST. PAUL, individually, fails to approve the AGREEMENT within one (I) year of the EFFECTIVE DATE, they will not become parties to this AGREEMENT except by amendment to this AGREEMENT. 69126 (4th/vers) -3of10-

ARTICLE 4. JOINT POWERS BOARD There is hereby created a Joint Powers Board as a public entity, to be known as the Red Rock Corridor Commission. The COMMISSION shall be an entity separate from its member bodies and shall not be deemed an agent or partner of the member bodies, and the member bodies shall not be liable for the actions of the COMMISSION. The COMMISSION shall have full authority to exercise all powers stated herein. ARTICLE 5. MEMBERSHIP A. Each Financial Member shall appoint one (1) member and one (1) alternate to the COMMISSION. All other parties to this AGREEMENT shall appoint one (1) member and one (I) alternate to the COMMISSION. Commission members and alternates must be members of the party, which appoints them. If a Commission member ceases to be a member of such party, his or her membership on the Commission shall cease on the date of cessation of such membership, and the appointing party shall appoint a new member or alternate. Additional parties may become members of the COMMISSION by amendment to this AGREEMENT pursuant to Article 10 hereof. Members of the COMMISSION appointed by a Financial Member will have two (2) votes. All other members of the COMMISSION will have one (I) vote. B. COMMISSION membership terms shall commence on January 15 of a calendar year and end on January 14 of the next succeeding year, or until a successor is appointed. ARTICLE 6. POWERS OF COMMISSION The COMMISSION has such authority as is necessary and proper to make all decisions to carry out its purpose as described in Article 2. Such powers shall be subject to the provisions of Minn. Stat. 471.59 and will include, but not be limited to, any or all of the following powers to the extent provided by law or not otherwise limited by this AGREEMENT. A. Adopt an annual budget, together with a statement of the sources of funding and an estimate of the amounts required of each Financial Member. B. Enter into transactions, including contracts or leases, required in furtherance of this AGREEMENT and statutory mandate, and enforce such transactions to the extent available in equity or at law. The contracting and purchasing requirements of one party designated by the COMMISSION shall apply hereto. The COMMISSION may approve any contract relating to this AGREEMENT up to the amount approved in the annual budget, and may authorize the Chair of the COMMISSION to execute those contracts. 69126 (4th/vers) -4of10-

C. Adopt by-laws and any amendments consistent with this AGREEMENT required for the exercise of the powers and purposes stated in this AGREEMENT. The by-laws may provide for the appointment of ex officio, non-voting members to the COMMISSION by the COMMISSION. The by-laws shall be effective only if approved by unanimous vote of all Financial Members of the COMMISSION. D. Apply for and accept gifts, grants, loans of money, other property, or assistance on behalf of the contracting parties from the United States government, the State of Minnesota, or any person, association, or agency for any of its purposes, including any grant which may be available, enter into any agreement in connection therewith, and hold, use and dispose of such money, other property, and assistance in accordance with the terms of the gifts, grants, or loans relating thereto. E. Acquire and hold s11ch real and personal property as may be required to accomplish the purposes of this AGREEMENT and, upon termination of this AGREEMENT, make distribution of such property as is provided for in this AGREEMENT. F. Employ agents and employees, and to fix the compensation and all other terms and conditions of employment thereof. G. Incur debts, liabilities, or obligations which do not constitute a debt of any of the parties. The Joint Powers Board does not have authority to incur debts, liabilities, or obligations which constitute a debt of any of the parties. H. Sue and be sued in its own name. All powers granted herein shall be exercised by the COMMISSION in accordance with the legal requirements applicable to the regional railroad authorities. ARTICLE 7. OFFICERS. EMPLOYEES. AND SERVICES A. The COMMISSION shall elect a Chair and Vice-Chair from its membership at its first regular meeting each year. The Chair and Vice-Chair shall be elected by the COMMISSION from its membership for a term of one (I) year. The Chair shall preside at all meetings of the COMMISSION, may establish such subcommittees as may be needed from time to time and shall perform other duties and functions as may be determined by the COMMISSION. The Vice-Chair shall preside over and act for the COMMISSION during the absence of the Chair. If both the Chair and Vice-Chair are absent, the COMMISSION may elect a temporary Chair to conduct its business, provided a quorum is present. Notwithstanding any provision to the contrary, following the EFFECTIVE DATE of this AGREEMENT, the term of the prior COMMISSION's officers shall automatically expire and a special election shall be held to elect interim officers. The term of the interim officers commence upon election by the COMMISSION and continue until the first regular meeting of the following year, at which time elections will be held to elect permanent officers pursuant to this section who will serve a term according to this section. 69126 (4th/vers) -5of10-

i ' -~ J -~ B. Executive Committee. The COMMISSION shall establish an Executive Committee of the COMMISSION consisting of one (I) representative of each Financial Member. The Executive Committee shall develop and make recommendations to the COMMISSION regarding the ongoing responsibilities of the COMMISSION, and shall have such other duties as set forth in the COMMISSION's by-laws. C. Staff. Each party may provide staff support to the COMMISSION, subject to the approval of the COMMISSION. D. Vacancies. If an appointment of any COMMISSION member or alternate is vacated before the end of his or her tenn, the vacancy shall be filled by appointment by the appropriate appointing governing body. Vacancies shall be filled within thirty (30) days of their occurrence. A vacancy shall be deemed to have occurred when any of the conditions specified in Minn. Stat. 351.02 exist. E. Meetings. The COMMISSION shall meet at regular intervals at such times and places as the COMMISSION shall establish in its by-laws. Special meetings may be held on reasonable notice by the Chair or any two members upon terms and conditions as the COMMISSION may detennine and that conform to the Minnesota Open Meeting Law, Minn. Stat. l 3D. F. Committees. The COMMISSION may establish standing committees of the COMMISSION by providing for such committees by resolution. The Chair may establish ad hoc committees of the COMMISSION. ARTICLE 8. FUNDING A. Financial Partners' Contribntion. Within sixty (60) days of the EFFECTIVE DATE, the COMMISSION shall review the budget for the calendar year in which the EFFECTIVE DATE occurs and detennine the balance of unencumbered funds. The COMMISSION shall credit all unencumbered funds (BALANCE CREDIT) to the Dakota County Regional Railroad Authority, Ramsey County Regional Railroad Authority, and Washington County Regional Railroad Authority in proportion to their respective contributions. The COMMISSION shall thereafter modify or affinn the budget for the remainder of the calendar year, and shall assess the Financial Members their proportionate share of the budget as follows: 10.0% 17.5% 37.5% 35.0% Dakota County Regional Railroad Authority Hennepin County Regional Railroad Authority Ramsey County Regional Railroad Authority Washington County Regional Railroad Authority The assessment for Dakota, Ramsey, and Washington County Regional Railroad Authorities shall be deducted from their respective BALANCE CREDITS. 69126 (4th/vers) -6of10-

B. Annual Budget. For the calendar year next following the calendar year in which the EFFECTIVE DATE occurs and all subsequent years, the COMMISSION shall establish and approve a budget. Each Financial Member shall be assessed for its proportionate share of the budget according to the schedule above. The Dakota, Ramsey, and Washington_ County Regional Railroad Authorities' assessment shall be first deducted from any remaining BALANCE CREDIT, with any remainder due as in Section D hereof. C. Financial Members' Budget Approval. Adoption of the budget shall require unanimous approval of the Financial Members. D. Contribution Date. Except for any initial contribution required by this AGREEMENT, assessments made under the provisions of this article shall be paid by each Financial Member by January 3 of each year. The initial contribution shall be made within sixty (60) days of the adoption of the budget pursuant to Article 8(A) hereof. E. Budgeting, Accounting, Fiscal Agent, and Other Services. The COMMISSION may contract with any party to provide contract management, legal review, and budgeting and accounting services necessary or convenient for the COMMISSION and otherwise act as the COMMISSION's fiscal agent. Such services shall include, but not be limited to, management of all funds, including contributions and grant monies, payment for contracted services, and relevant bookkeeping and record keeping. The contracting and purchasing requirements of the member so selected shall apply to transactions of the COMMISSION. Such member shall identify the staff person to work as liaison with the COMMISSION. F. Accountability for Funds. All funds shall be accounted for according to generally acceptable accounting principles. A report on all receipts and disbursements shall be forwarded to the COMMISSION on an annual basis. The parties have the authority to request reports pertaining to any and all budgeting and accounting services. All interest earned from established COMMISSION funds shall be credited back.to that same fund. G. Cost Sharing Agreement. The Financial Members may enter into, but are not bound to enter into, cost sharing agreements with each other for the purpose of providing additional local funding to carry otit the purposes of the cormnission, including, but not limited to, the following: I) It is contemplated that the Financial Members will enter into a cost sharing agreement for the purposes of funding a local 20% share for a Red Rock Corridor alternatives analysisscoping study to be matched by a federal 80% share from the federal Twin Cities Transitways Grant. By entering into this joint powers agreement, the Federal Members agree to enter into the cost sharing agreement. 2) It is contemplated that some or all of the Financial Members will also enter into a cost sharing agreement for the purposes of funding a local share for draft environmental impact statement to be matched by a federal funding share of draft environment impact statement at a future date. 69126 (4th/vers) -7ofl0-

ARTICLE 9. WITHDRAW AL AND TERMINATION A. Withdrawal. Any party may withdraw from this AGREEMENT upon 90-days prior written notice evidenced by resolution of the party's governing body to the COMMISSION. In the event of withdrawal by any party, this AGREEMENT shall remain in full force and effect as to all remaining parties. B. Effect of Withdrawal, Disposition of Property, Funds, and Obligations. A party withdrawing from this AGREEMENT shall, prior to such withdrawal, pay the full amount of any unpaid assessments to the COMMISSION as defined in Article 8. A party withdrawing from this AGREEMENT shall not receive a distribution of property or funds until such time as this AGREEMENT is terminated by all parties pursuant to this Article 9. Such disposition of property shall be in accordance with the provisions of Section D of this Article 9. Any member withdrawing shall be liable for any assessment in the year in which the withdrawal becomes final only for the period in such year that the party remains a party. The party's assessment shall not exceed the sum of one-twelfth (l/12'h) the full assessment multiplied by the number of months or fractions thereof in the year during which the party remains a party. C. Termination. This AGREEMENT shall terminate upon the occurrence of any one of the following events: (a) (b) When necessitated by operation oflaw or as a result of a decision by a court of competent jurisdiction; or When a majority of the parties agrees to terminate this AGREEMENT. D. Disposition of Property and Funds. At such time as this AGREEMENT is terminated, any property interest remaining in the COMMISSION, following discharge of all obligations owed by the COMMISSION, shall be disposed of and the proceeds of the property shall be returned to the parties in proportion to their contribution. E. Effect of Withdrawal of Financial Member on Budget. In the event a Financial Member withdraws, the unpaid assessment allocable to such member in the year of withdrawal and subsequent years shall be reallocated to the remaining Financial Members in proportion that the assessment allocations under Article 8(A) hereof bear to each other. ARTICLE 10. MISCELLANEOUS A. Amendments. This AGREEMENT may be amended by unanimous agreement of the parties as evidenced by resolutions adopted by the respective governing bodies. B. Records, Accounts, and Reports. The COMMISSION shall establish and maintain such funds and accounts as may be required by good accounting practices. The books and records 69126 ( 4th/vers) -8of10-

of the COMMISSION shall be subject to the provisions of Minn. Stat. Ch. 13, the Minnesota Government Data Practices Act, and Minn. Stat. 16C.05, subd. 5. The COMMISSION, within one hundred twenty (120) days after the close of each fiscal year, which shall be January 1 to December 31, shall give a complete written report of all financial activities for such fiscal year to the parties. C. Counterparts. This AGREEMENT may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. D. Severabilitv. The provisions of this AGREEMENT are severable. If any paragraph, section, subdivision, sentence, clause, or phrase of the AGREEMENT is for any reason held to be contrary to law, or contrary to any rule or regulation having the force and effect of law, such decision shall not affect the remaining portions of this AGREEMENT. E. Entire Agreement. This AGREEMENT constitutes the entire agreement between the parties and supersedes all prior written or oral agreements relating to the COMMISSION. F. Alternative Dispute Resolution. In the event of a dispute arising under this AGREEMENT, the parties and the COMMISSION agree to attempt to resolve their dispute by following the process described below: (1) A party shall provide written notice to the COMMISSION describing perceived conflict, positions, and underlying reasons. (2) The COMMISSION or member shall provide written response to notice within seven (7) days of receipt of notice. (3) The parties shall meet within 14 days of receipt of response with a neutral facilitator. The neutral facilitator will be a representative from the Minnesota Office of Dispute Resolution. Costs of such facilitator shall be shared equally by all parties to the dispute. ( 4) At the first meeting, the neutral facilitator will assist the parties in identifying the appropriate parties and participants in the dispute resolution process, their concerns, a meeting agenda and design for any subsequent meetings. The parties shall agree on a process for resolving the problem that would involve additional negotiations, mediation, or arbitration. (5) In developing the process, the parties will be guided by the following principles: (i) the parties will attempt in good faith to reach a negotiated settlement; (ii) the parties agree that there must be fair representation of the parties directly involved in the dispute; 69126 (4th/vers) -9of10-

i ~ (iii) the parties will use legal proceedings as a last resort; and (iv) in the event the parties are unable to resolve the dispute, each party retains all rights, remedies, or defenses it had prior to entering the process. (6) The parties wiu report to the COMMISSION within 60-days of their first meeting on the resolution of the dispute or a recommendation to commence legal proceedings. IN WITNESS WHEREOF, the parties to this AGREEMENT have hereunto set their hands on the date written below. 69126 (4th/vers) -10of10-

Washington County Regional Railroad Authority ffi~~ Myra Peterson, air. dministrator q;:, Approved as to form arei e11ac11tio11:

RAMSEY COUNTY R By: LC~ Rafael &/ll/04 Date And; -- Kathy Des egel ere, Director Ramsey County Regional Railroad Authority Date Approved as to form and execution: David MacMillan, Assistant County Attorney c.. {1'2'/ or Date X;\Word\Red Aock Corridor\Aed Rock Corridor Commission\Agenda ltems\2004\jpa Signalure Memo 5-19-04.doc

. DAKOTA COUNTY REGIONAL RAILROAD AUTHORITY By: Willis E. Branning, Chair Dile Approved as to form: Dale ' ' X:\Word\Red Rock Corridor\Aed Rock Corridor Commlssion\Agenda Uems\2004\JPA Signature Memo 5 19 04.doc

j j CITY OF NEWPORT Attest: oate ~ I""'\ I 04-

CITY OF ST. PAUL PARK Attest: Date Barry Sittlow, City Administrator Date X:\Word\.Red Rock Corr1dor\Aed Rock CorridorCommissio11'Ager1da ltems\2004\jpa Signature Memo 5-19-04.doc

CITY OF HASTINGS Attest: Michael Werner, Mayor.ViU~1.o~ Melanie Mesko Lee, City Clerk Io 9 %, Jrx11=/:- oate~' N:\Word\Red Rock Corridor\Red Rock Corridor Commission\Agenda lfems\2004\jpa Signature Memo 5 19-04.doc

I DENMARK TOWNSHIP Attest: r:;fta~ Date Date

i l! J ~ Washington County Regional Railroad Authority -a=--~')2,ku- ~1.2?fr1,J Myra Peon, c~ Date 'f dministrator /.) \:':-./ Approved as to form and ei ee utloli

.. -. (iii) the parties will use legal proceedings as a last resort; and (iv) in the event the parties are unable to resolve the dispute, each party retains all rights, remedies, or defenses it had prior to entering the process. ( 6) The parties will report to the COMMISSION within 60-days of their first meeting on the resolution of the dispute or a recommendation to commence legal proceedings. IN WITNESS WHEREOF, the parties to this AGREEMENT have hereunto set their hands on the date written below. Approved as to form and execution HENNEPIN COUNTY REGIO RAILROAD UTHORITY STATE OT L Assist Date: ---'-+-'"""!r<+d'"f--- 69126 (4th/vers) -10of10-

. ' CITY OF COTTAGE GROVE Attest:.::/~kr Date Pfe1/CJ<{ Date X;\Word\Red Rock Corndor\Red Rock Corridor Commission\Agsnda llems\2004'jpa Signature Memo 5-19-04.doc

DAKOTA COUNTY REGIONAL RAILROAD AUTHORITY Scheduling Of Special Dakota County Regional Railroad Authority Meeting Meeting Date: 9/12/2017 Fiscal/FTE Impact: Item Type: Regular-Action None Other Division: Physical Development Current budget Amendment requested Department: Transportation New FTE(s) requested Contact: Krebsbach, Mark Board Goal: A great place to live Contact Phone: (952) 891-7102 Public Engagement Level: N/A Prepared by: Reynolds, Jennifer PURPOSE/ACTION REQUESTED Schedule a special Dakota County Regional Railroad Authority (Authority) meeting on September 26, 2017, for certification of the 2018 maximum proposed property tax levy and Counties Transit Improvement Board (CTIB) dissolution activities. SUMMARY The Authority promotes alternative ways to meet current and future transportation needs through investment in regional transitways. In 1987, the Authority was formed under Minn. Stat. 398A, which grants broad powers to the Authority to plan, acquire, construct, and operate transitways and railroads. Within these powers the Authority plans for transitway development for the Cedar Avenue METRO Red Line, I-35W METRO Orange Line, and Robert Street Transitway. The Authority also participates in development of other regional transitway and rail projects such as the Minnesota High Speed Rail Commission. The County Board must adopt its proposed property tax levy for the taxes payable year 2018 and certify that amount to the home County auditor on or before October 2, 2017. The proposed levy of the Authority with the County of Dakota must be included with the County s proposed levy. Scheduling a special Authority meeting will allow the Dakota County Board of Commissioners and the Authority to discuss proposed levies on the same day. On June 20, 2017 the Dakota County Board of Commissioners voted to terminate the joint powers agreement (JPA) establishing CTIB (Resolution No. 17-363). On June 21, 2017 CTIB voted to terminate the JPA. The termination of the CTIB JPA occurs on September 30, 2017. Completing activities required for termination of CTIB may require Authority actions at the September 26, 2017 special Authority meeting. RECOMMENDATION Staff is recommending a special Authority meeting to certify the 2018 maximum proposed tax levy for the Dakota County Regional Railroad Authority. Staff is also recommending completing necessary Authority actions for the CTIB dissolution. EXPLANATION OF FISCAL/FTE IMPACTS None.