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14-075CITY OF SHOREWOOD RESOLUTION NO. 14 -075 A RESOLUTION AUTHORIZING THE MAYOR AND CITY ADMINISTRATOR TO ENTER INTO THE JOINT AND COOPERATIVE AGREEMENT II WITH THE LAKE MINNETONKA COMMUNICATIONS COMMISSION WHEREAS, The Lake Minnetonka Communications Commission (LMCC) approved the rewrite of the LMCC Joint and Cooperative Agreement at its August 14, 2014 meeting; WHEREAS, The LMCC is requesting all member cities of the LMCC to approve the attached Agreement, which was written to simplify, clarify, and eliminate any language in the former Agreement that was no longer being strictly adhered to; WHEREAS, The Agreement shall become effective upon adoption by eight (8) or more member cities; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Shorewood as follows: That the Mayor and City Administrator, on behalf of the City of Shorewood, are hereby authorized to enter into the Joint and Cooperative Agreement II with the Lake Minnetonka Communications Commission, a copy of which is attached hereto and made a part hereof. ADOPTED BY THE CITY COUNCIL OF THE CITY OF SHOREWOOD this 25th day of August, 2014. Sc Zerby, ay r ATTEST: JeaYi Pan n, CCity' Clerk This agreement amends, restates and supersedes that certain Joint and Cooperative Agreement forming the Lake Minnetonka Communications Commission adopted in 1983 and amended in 1989, 1997, 2007 and 2013. The parties to this agreement are governmental units of the State of Minnesota. This agreement is made pursuant to Minn. Stat. §§ 238.08 and 471.59 I. The general purpose of this agreement is to establish an organization to grant, administer and enforce a non- exclusive cable communications franchise or franchises in the member cities, produce public, educational and governmental programming for the member cities, and advise the member cities regarding communications matters which may affect them. Il. The organization established by this agreement shall continue to be known as the "Lake Minnetonka Communications Commission." M. n s used herein, these terms shall mean as follows: Section 1. "Commission" means the organization created pursuant to this agreement. Section 2. "Director" means a person appointed by a member city to be its representative on the Commission. Section 3. "Member" means a city which enters into this agreement and is, at the time, in good standing. LUI 443249 RN LK115.16 -APPROVED BY THE LMCC BOARD 08 -14 -14 1 Section L Current Members. The following Minnesota cities are Members: Deephaven, Excelsior, Greenwood, Independence, Long Lake, Loretto, Maple Plain, Minnetonka Beach, Shorewood, Spring Park, St. Bonifacius, and Woodland. Section 2. Additional Members. Other municipalities desiring to become Members may be admitted by majority vote of the Commission in accordance with Article VII, Section 2 herein. The Commission may, by resolution, impose conditions upon the admission of additional Members. Any municipality admitted . as a Member shall execute a copy of this agreement and conform to all requirements herein. V. C '; f Section 1. Appointment. Each Member may appoint two Directors, one of whom shall be a member of the city council or the city council's designee and the other a qualified voter residing within that city. Each Member may also appoint one alternate Director who is also a qualified voter residing within that city. Notice of the appointed Directors and their contact information shall be provided to the Commission in writing. Section 2. Term. A Director shall serve indefinitely, at the pleasure of the Director's city council. A Director may be removed by a Member city council at any time. Section 3. Voting. Each Member shall have two weighted votes for each 1,000 dwelling units or fraction thereof in that municipality as recorded in the most recent records of the Metropolitan Council; provided, however, that each Member shall have at least two votes and no Member shall have more than eight votes. Prior to December 31 of each year, Commission staff shall determine and report the number of dwelling units in each Member to the Commission. In the event two Directors for a Member are present and vote on a matter at a duly convened 443249 RN LKI I S -16 -APPROVED BY THE LMCC BOARD 08 -14 -14 2 Commission meeting, each Director shall vote one -half of that Member's weighted vote total. In the event one Director for a Member is present and votes on a matter at a duly convened Commission meeting, such Director shall vote that Member's entire weighted vote total. In the event no Directors for a Member are present to vote on a matter at a duly convened Commission meeting, that Member shall not vote on such matter at the meeting. Voting by proxy shall not be allowed. Section 4. Compensation. Directors shall serve without compensation from the Commission. Section 5. Vacancies. A vacancy in the office of Director shall exist for any of the reasons set forth in Minnesota Statutes, § 351.02, or upon revocation of a Director's appointment by a Member city council duly filed with the Commission. Each Member city council may fill a vacancy by appointment of a replacement Director. A suspected vacancy shall be reported by the Commission to the Member. U Section 1. Annual Election. The officers of the Commission shall consist of a minimum of a Chair, a Vice Chair, and a Secretary /Treasurer who will be elected at the first full Commisson meeting each year. Section 2. Chair and Vice Chair. The Chair shall preside at all meetings of the Commission and shall perform all duties incident to the office of Chair and such other duties as may be prescribed by the Commission. The Vice Chair shall act as Chair in the absence of the Chair. Section 3. Secretary/Treasurer. The Secretary/Treasurer shall be responsible for keeping a record of all the proceedings of the Commission, giving notice of meetings, keeping custody of the Commission's funds, paying its bills, keeping its financial records and generally conducting its financial affairs. The Commission may delegate certain of these responsibilities to its staff or retain accountants or other professionals to assist with these responsibilities. 443249 RN LK115.16 -- APPROVED BY THE LMCC BOARD 08 -14 -14 3 Section 4. Authorized Expenditures. All checks drawn upon the Commission's bank account shall require the signatures of the Chair (or Vice Chair in the Chair's absence) and the Secretary /Treasurer or the chief executive of the Commission as a substitute for either. The Commission's financial books and records shall be audited annually by an independent auditor designated by the Commission. Section 5. Executive Committee. The Commission may establish an Executive Committee consisting of three officers, or such larger number as the Commission may establish in the bylaws. The Executive Committee shall enjoy such authority as may be delegated by the Commission. The Executive Committee shall meet at the call of the Chair or any two members of the Executive Committee. At least forty-eight hours advance written notice of that meeting shall be given to all members of the Executive Committee. MR MEETINGS Section 1. Bylaws. The Commission may adopt bylaws governing its procedures including the time, place, notice for and frequency of its regular meetings, procedure for calling special meetings, and procedural matters. The Commission may amend the bylaws from time to time. Section 2. Voting /Quorum. The presence of Directors from a majority of the Members shall constitute a quorum of the Commission, but a smaller number may adjourn from time to time. No action shall be approved or other business performed except upon a majority of the weighted votes cast at a duly convened meeting of the Commission. Vul. POWERS RIGHTS AND DITTIES OF COMMISSION The Commission shall have the following powers, rights, and duties: Section 1. Franchising Authority. It shall act as the cable communications franchising authority for the Members and may grant a cable 443249 RN LK115 -16 -APPROVED BY THE LMCC BOARD 08 -14 -14 4 communications franchise pursuant to applicable law. Such franchise may authorize the construction, operation, maintenance, and management of a cable communications system within the municipal boundaries of the Members. Any franchise ordinance granted by the Commission shall be signed by the Chair and attested by the chief executive of the Commission or the Secretary /Treasurer, and shall be published in the official newspapers of the Members. Section 2. Franchise Amendment. It may amend the franchise ordinance from time to time. An amendment to the franchise ordinance shall be signed by the Chair and attested by chief executive of the Commission or the Secretary /Treasurer, and published in the official newspapers of the Members. Section 3. Administration/Enforcement. It shall administer and entorce the franchise ordinance; provided that the franchise may permit the enforcement of certain of its provisions by Members. Section 4. Rates. It may regulate rates charged subscribers by the cable communications company to the extent provided by applicable law. Section 5. lL.obbyinj!. It may engage in legislative affairs or lobbying regarding cable communications matters before the FCC, the Minnesota Legislature, or Congress. Section 6. Advisory Authority: It may investigate communications - related matters and provide advice and recommendations related thereto to the Members. Section 7. Gifts /Grants. It may accept gifts, apply for and use grants and enter into agreements in connection therewith and it may hold, use and disnose of money or property received as a gift or grant in accordance with the terms hereof. Section 8. Contracts. It may enter into any contracts deemed necessary to carry out its powers and duties. Contracts shall be let and purchases shall be made in accordance with the legal requirements applicable to contracts and purchases by Minnesota statutory cities. 443249 RN LK115 -16 —APPROVED BY THE LMCC BOARD 08 -14 -14 S Section 9. Property. It may purchase or acquire personal property and convey real or personal property upon an affirmative vote of the Commission, but may not purchase real property without the prior approval of at least two- thirds (2/3) of its Members. Section 10. Employees and Consultants. It may employ staff and retain consultants to produce programming and assist in the grant, administration and enforcement of the cable communications franchise(s). Section 11. Other Actions. It may exercise any other power necessary and incidental to the implementation of its powers and duties. LX. FINANCIAL MATTERS Section 1. Annual Budget. The Commission shall annually formulate a proposed budget for the ensuing calendar year by August 31 and shall promptly provide such proposed budget to each Member City. The budget shall be effective unless rejected by a majority of the Member Cities within 45 days after its receipt. Section 2. Commission Funding. The Commission shall be funded from monies collected from franchised cable operators and other revenues from Commission activities, grants, gifts, or the like. The Commission shall not be funded by dues, assessments or similar charges to Members without the approval of such Member(s). Section 3. Commission Expenditures. The Commission may expend funds in any lawful manner, consistent with this agreement. W 111 E' Section 1. Notice of Withdrawal. A Member may withdraw from the Commission by filing a written notice of withdrawal with the Commission by October 1 of any year. Such withdrawal shall be effective as of December 31 of the next calendar year and membership shall continue until the effective date and 443249 R3V LKt 15 -16 - APPROVED BY THE LMCC BOARD 08 -14.14 r its financial obligation to the Commission is paid in full. A notice of withdrawal may be rescinded by a Member prior to the effective date. Section 2. Effectiveness of Ordinance after Withdrawal. Any franchise ordinance adopted and granted by the Commission shall provide that it is effective and enforceable within the territorial limits of a city which has withdrawn from the Commission under this article. A city which has withdrawn shall administer and enforce the cable communications franchise ordinance as to its corporate boundaries. Section 3. Cooperation. The Commission and a city which withdraws under this article shall cooperate with each other and use their best efforts to achieve an orderly and efficient transfer to that city of the administrative and enforcement authority over the cable communications system established within the withdrawn city. Section 4. Commission Assets. A Member withdrawing from the Commission shall have no claim on the assets of the Commission except pursuant to the Minnesota Data Practices Act. Section 5. Merger. The merger of two or more municipalities then Members of the Commission shall not be deemed a withdrawal of the merged municipalities for the purposes of this agreement. In the event of such a merger, the newly created municipality shall be entitled to the number of votes on the Commission calculated pursuant to this agreement based upon the number of dwelling units within the newly formed municipality. XI. Section 1. Method. The Commission shall be dissolved upon an affirmative vote of two- thirds (2/3) of the Member cities. Section 2. Distribution of Assets. Upon dissolution, the remaining assets of the Commission, after payment of all obligations, shall be distributed among the 443249 R)V LK115 -16 -APPROVED BY THE LMCC BOARD 08 -14 -14 p then existing Members in proportion to the number of dwelling units in each, or in such other way as those Members may agree by a majority vote. Section 3. Effectiveness of Ordinance after Dissolution. The franchise ordinance adopted and granted by the Commission shall provide that it is effective and enforceable within the corporate limits of all cities which were Members prior to the dissolution of the Commission. After dissolution, each city shall administer and enforce the cable communications franchise ordinance within its corporate boundaries. . ! _►, Section 1. Mediation. Any controversy arising out of or relation to this agreement including but not limited to the withdrawal by a Member shall be mediated by a qualified mediator prior to initiation of any litigation. Section 2. Selection of Mediator. The mediator may be an individual mutually selected by the parties to the issue in controversy. If the parties are unable to agree upon a mediator, the League of Minnesota Cities shall make the selection. I; Section 1. Indemnification. The Commission shall indemnify, defend and hold harmless the Members and their officers, elected officials, employees, and volunteers, from and against all claims, damages, losses, and expenses, arising out of the acts or omissions of the Commission in carrying out this agreement. To the fullest extent permitted by law, actions by the Members under this agreement are intended to be and shall be construed as a "cooperative activity" and the Commission shall be deemed a "single governmental unit" for the purposes of liability as set forth in Minnesota Statutes, Section 471.59, subd. la(a). Each Member expressly declines responsibility for the acts or omissions of other 443249 RN LK115d6 -- APPROVED BY THE LMCC BOARD 08 -14 -14 8 Members. This agreement does not constitute a waiver of the limitations of liability set forth in Minnesota Statutes, Section 466.04. Section 2. Insurance. The Commission shall procure and maintain liability insurance coverage with reasonable limits. The Commission may purchase additional insurance coverage in amounts and on such terms as it may determine from time to time. The Commission shall provide Members with copies of its certificate(s) of insurance upon request. XIV. MISCELLANEOUS Section 1. Execution of Agreement. Each Member shall approve and execute a copy of this agreement in accordance with applicable law. Section 2. Effective Date. This agreement shall become effective upon adoption by eight (8) or more Members. Section 3. Previous Agreement superseded. This agreement supersedes all previous agreements between the Members hereto establishing a ioint cable communications commission. Section 4. Amendment. Any proposed amendment to this agreement shall be provided to all Members. The Commission may provide a recommendation to Members regarding any proposed amendment. The agreement shall be amended upon the approval of a proposed amendment by two- thirds (2/3) of all Members. Section 5. Duration. This agreement shall continue in effect for an indefinite term, until dissolution in accordance with the terms of this agreemnr. . iN WITNESS WHEREOF, the undersigned governmental unit has caused this agreement, as amended, to be signed and delivered on its behalf. 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