Loading...
HomeMy WebLinkAboutResolution 80-49 RESOLUTION NO. 80-49 RESOLUTION AUTHORIZING AMENDMENT TO JOINT AND COOPERATIVE AGREEMENT WHEREAS, the City of Columbia Heights , Minnesota has entered into a Joint and Cooperative Agreement providing for the creation of the Suburban Rate Authority, and WHEREAS, the present form of such Joint and Cooperative Agreement does not authorize %he Suburban Rate Authority to participate in proceedings or engage in activities involving the Metropolitan Waste Control Commission, and WHEREAS, the Board of Directors of the Suburban Rate Authority has recommended that such organization be authorized to par- ticipate in proceedings or engage in activities involving the Metropolitan Waste Control Commission, and WHEREAS, it appears necessary and desirable that such author- ity be conferred upon the Suburban Rate Authority and that this be accomplished by the execution of the amendment to the Joint and Cooperative Agreement. NOW, THEREFORE, BE IT RESOLVED by the city council of the City of Columbia Hei§hts , Minnesota as follows: 1. The mayor and (Clerk, Manager) are authorized and directed to execute the Amendment to the Joint and Cooperative Agreement giving authority for Suburban Rate Authority involvement in matters relating to the Metropolitan Waste Control Commission. 2. The city clerk is directed to file a copy of the executed Amendment to the Joint and Cooperative Agreement, together with a certified copy of this resolq~iQn~/with the Secretary/Treasurer of the Suburban~ AutO//. / Adopted Au9. 25, 1980 ~~ ATTEST:er~~k ~ M~j~or - ~ Offered by: Norberg Seconded by: Logacz Roll Call: Al1 Ayes AMENDMENT TO THE JOINT AND COOPERATIVE AGREE~.~E. NT I. PARTI ES The parties to this agreement are governmental units of the State of ~innesota. This agreement is made pursuant to Minnesota Statutes, Sec%ion 471.59, as amended. II. GENERAL PURPOSE The general purpose of this agreement is to establish an organization to monitor %he operation and activites of public utilities in the metropolitan area; to conduct research and investigation "of the activities of such utilities; and to conduct such other activities authorized herein as may be necessary to insure equitable and reasonable public utility rates and ser.vice levels for the citizens of the n'~embers of the organization. The name of the organization is the SUBURB.gaN RATE AUTHORITY. The name may be changed' in accordance with Article XII. IV. DEFINITIONS Section 1. ~or purposes of this agreement, the reruns defined in this article have the meaning given them. Section 2. "Authority" means the joint and cooperative organization created by this agreement. Section 3. "Board" or "Board of Directors" means the Board of Directors of the Authority established by Article VI. Section 4. -"Council" means the governing body of a governmental unit. Section 5. "Governmental Unit" means a city or town in the metropolitan area. Section 6. "Metropolitan Area" means the metropolitan area defined and described by Minnesota Statutes, Chapter 473B.02, as amended. Section 7. "Member" means a governmental unit which has entered into and become a party to this agreement. Section 8. "Public Utility" or "Utility" means an investor owned utility supplying gas or electricity under franchise within one or more governmental units; the term may include other utilities as provided in Article XII. The term also includes the Metropolitan Waste Control Commission ("MWCC"). The term does not include municipally owned utilities~ Section 9. "Statutory Cities" means cities organized under Minnesota Statute, Chapter 412. V. MEMBERSHIP Section 1. Any governmental unit in the metropolitan area is eligible to be a member of the Authority. Section 2. A governmental unit desiring to become a member shall execute a copy of this agreement and conform to the member- ship provisions of Article VII. Section 3. The initial members shall be those members who become members on or before january 1, 1975. Section 4. Governmental units wishing to become members after January 1, 1975, may be admitted only upon the favorable vote of two-thirds of the votes of the members of the Board of Directors. The Board may, in its by-laws, impose conditions upon the admission of additional members. --2-- Section 5. A change in the governmental boundaries, struc- ture, classification or organization of a governmental unit affects the eligibility of a unit to become a member of the Authority. VI. · GOVEP~'~ING BODY: BOARD OF DIRECTORS Section 1. The governing body of the Authority is its Board of Directors. Each member is entitled to one director on the Board. Each director is entitled to one vote for each 5,000 of population or fraction thereof of the governmental unit represented by the director; provided, however, that each director shall'have at least one vo~e and no director shall have more than 20 votes. For purposes of this section, population of a gover~enta! unit shall be that population determined pursuant t~ the provisions of ~innesota Statute 275.53. Prior to December 31 of each year, the Secretary-Treasurer of the Authority shall determine the population of each member in .accordance with this section and certif~ the results to the chairman. Section 2. A director shall be appointed by resolution of the council of th~ members for a telnn of one calendar year. A director shall serve until his successor is appointed and' qualifies;~ Directors shall serve without compensation from the Authority, but nothing in this section shall be construed prevent a governmental unit from compensating its director for service on the Board if such compensation is otherwise authorized by Section 3. The Board, in its by-laws, may~provide for the appoint~.ent of alternate directors and prescribe the extent of · their powers and duties. '° . Section 4. Vacancies in the office of director will exist 'for any of the reasons set forth in Minnesota Statutes Section 351.02, or upon a revocation of a director's appointment by a member duly filed with the Authority2 Vacancies shall be filled' by appointment for the unexpired portion of the term of director by the council of the member whose position on the Board is vacant. Section 5. A majority of the votes of the Board of Directors constitutes a quorum, but a smaller h~ber may adjourn - from time to time. VII. ~ETiNGS - ELECTION OF OFFICERS Section 1. A governmental unit may enter into this agreement by resolution of its council and the duly authorized e×ecution of a copy of this by its proper officers. Thereupon, the clerk or other appropriate officer of the governmental ~nit shall.file the executed copy of the agreement and a certified copy Of the authorizing resolution with the city manager of the City of Columbia Heights, Minnesota. Tha resolution authori'zing the execution of the agreer~ent shall also designate the first director for the governmental unit on the Board. Section 2. This agreement is effective on the date when e>[ecutive agreements and authorizing resolutions of seven governmental units presently members of the existing Suburban Rate Authority ]]ave been filed as provided in Section 1 of this Article. Section 3. Within thirty days alter the effective date of this agreement, the mayor.of the member having the largest population shall call the first meeting of the Board of Directors -4- which shall be held no later than 15 days after such call. Section 4. The first meeting of the Board shall be the crganizational meeting of the Authority. At the organizational meeting, and at each annual meeting thereafter, the Board shall .~.ect from among the directors a chairman, a vice-chairman, ~ .... a secretary-treasurer. Section 5. At the organizational meeting, or as soon there- af~acr as it may reasonably be done, the Board shall adopt by-la%.~s 5overning its procedures, including the time, place, notice for and frequency of its regular meetings, procedure for calling special meetings, and such other matters as are required by this agreement. The Board may amend the by-la%o~s from time to 'ti.~.~e. The Board shall meet at least once each year and on such or, her dates as may be provided in its by-la%.~s. VIII. PO~'.qERS ~ND DUTIES OF THE BOARD OF D!P~ECTORS Section 1. The po~.Jers and duties of the Board of Directors of the Authority are set forth in this article. Section 2. The Board may make such contracts and enter into such agreements as it deems necessary to make effective.~ any povJer granted to the Authority by this agreement. .It may contract %~ith any of its members or others to provide space, services or materials on behalf of the Authority'. Section 3. I% may provide for the prosecution, defense, or ot]]er participation in actions or proceedings a% law in which it may have an interest, and may employ counsel for that purpose. It may employ such other persons as it deems necessary to acccmplish its po:.;ers and duties. Such employees may be on a full-time or -5- part-time, or consulting basis as the Board determines, and the Board may make any required employer contributions which local government units are authorized or required to make by law. Section 4. It may conduct such research and investigation and take such action as it deems necessary, including partici- pasion and appearance in proceedings of state and federal~ regulatory, legislative or administrative bodies, on any matter re!arid to or affecting utility costs, levels of service, rates or franchises, and advise members concerning such matters with a view to%~;ard obtaining compliance with franchises granted to utilities and'insuring reasonable rates and service levels for the members and their residents. The Board may conduct the activities authorized by this section on behalf of any govern- m~ntal unit located outside the metropolitan area at the request of such a unit, er~odied in a resolution of its governing body; provided however, thaf the conduct of such activities on behalf of any such governmental unit shall be specifically authorized by the Board and shall be subject to such reasonable conditions as to cost of service and other matters as may be imposed by the Board. Section 5. The Board may obtain from any utility and from any other source such information relating to utility rates, costs and service levels as any of its members is entitled to obtain from such utilities. Section 6. It may receive and hold moneys from any utility to the e>:tent and in the manner as may be provided by this -6- agreement or any franchise granted to a utility by a me~er'; and it may accept voluntary contributions from its members or other sources as provided in Article X. ?he Authority shall have no taxing/ po%~er. It may accumulate reserve funds and may invest and re-invest its funds not needed for current ezpenses in the manner and subject to the limitations applicable by law to statutory cities. The Board may not incur obligations in excess of funds then available to Authority. _ Section 7. The Board shall make a financial accounting and report to the members at least once each year. The books and records of the Authority shall be open and available for ins~Dection by members at all reasonable times. Section 8. The Board may accept gifts, apply for and use grants of money or other property from members or other govern- mental units or organizations, and may enter into agreements required in connection therewith, and may hold, use, and dispose of such moneys or property in accordance with the terms of tke grant, gift or agreement relating thereto. Section 9. The Board shall establish the annual budget for' the Authority as provided in Article X. Section 10. The Board may, in its by-laws, establish an executive"committee and may delegate duties and authority to such a committee between Board meetings. Section 11. The Board may purchase public liability insurance and such other security bonds and insurance as it may deem necessary. -7- Section 12. The Board may exercise any other 'power necessary and convenient to the implementation of the powers and duties given to it by this agreement. IX. OFFICERS Section 1. The officers of the Board shall consist of a chairman, a vice-chairman, and a secretary-treasurer who shall be elected by the Board, for a term of one year and until their successors are elected and qualify, at the annual meeting. Ne%.; officers shall take office at the adjournment of the annual meet- ing at which theywere elected. An officer must be a duly qualified and appointed director. Section 2. A vacancy in the office of chairman, vice- chairman, or secretary-treasurer shall occur for any of the reasons for %~hich a vacancy in the office of director shall occur. Vacancies in these offices shall be filled by the Board for the unexpired portion of the term. Section 3. The chairman shall preside at all meetings of the Board. The vice-chairman shall act as chairman in the absence, disqualification or disability of the chairman. · Section 4. The secretary-treasurer is responsible for keep- ing a record of all the proceedings of the Board, for custody of all funds, for keeping of all financial records of the Authority and for such other duties as may be assigned to him by the Board. Persons ]nay be employed to perform such services under his super- vision and direction as ]nay be authorized by the Board. The secretary-treas~rer shall post a fidelity bond or other insurance -8- against loss 'of Authority funds in the account specified by the Board. The cost of such bond or insurance shall be paid by the Board. _The Board may provide for compensation of the secretary- treasurer for his services. X. F INZLNCIAL MATTERS Section 1. The fiscal year of the Authority is the calendar year. Section 2. Authority funds may be expended in accordance with the procedures established by law for statutory cities. Orders, checks and drafts shall be signed by the chairman and countersigned by the secretary-treasurer or such ot]~er person as may be designated by t-he Board in its by-laws. Other legal instruments shall' be executed on behalf of the Authority by the chairman and the secretary-treasurer. Contracts shall be let and purchases made in accordance with the procedures established by la'~.~ for statutory ci'hies. Section 3. The activities of the Authority shall be financed by funds available to it under Article XII, ~rom voluntary contributions from its members or from other sources, and by contributions from members of the Authority if it is determined by the Board by a two-thirds vote of all votes of then c:~[isting members, that such contributions are necessary. Such determination shall ]De made by the Board not later than August 1 cf each year in order to obligate men%bets to make contributions during the ensuing calendar year. The total annual contribution by members for the en~uing year shall be established -9- by the Board on the basis to anticipated expenditures and only if the anticipated expenditures are in excess of the anticipated funds other%~ise~.to the Author. ity. The contribution in any year by a me~3er shall be in direct proportion to the number of votes to which the 'director representing the member on the' Board is entitled. Such contributions shall be made by the member to' the Authority as follows: One-half on or before February 1 of each year and one-haif on or before August 1 ~f each year. Section 4. An ann~al budget shall be adopted by the Board at the organizational meeting' and at the annual meeting each year. Copies of the budget shall be mailed promptly to the chief administrative office of each rnen~ber. The budget is deemed approved by the members except one who, at any time prior to %he annual meeting gives notice in writing to the seCretary- treasurer that it is withdra%.ging from the Authority. XI. DURATION AND DISSOLUTION Section 1. The Authority shall exist, and this agreement is in effect, for an indefinite term until dissolved in accordance with Section 3 of this article. Section 2. A member may withdraw from the Authority by filing a written notice %~ith the secretary-treasurer by June 15 of any year giving notice of withdrawal at the end of that calendar year; and n~embersbip shall continue until the effective date of thc withdrawn;al. A notice of withdrawal may be rescinded at any time by a member. If a member withdra%.;s before dissolu- tion of the Authority, the memJ~er ~hall have no claim on the assets of the Authority. -10- Section 3. The Authority shall be dissolved whenever the withdrawal of a member reduces total membership in the Authority ~ ~ess than the number of members required for organization of t~e Authority under Article VII, Section 2. The Authority may be dissolved at any time by unanimous vote of all the members ~f ~l~e Board of Directors. Section 4. In the event of dissolution, the Board shall determine the measures necessary to affect the dissolution and shall provide for the taking of such measures as promptly as circumstances permit, subject to the provisions of this agreement. Upon dissolution of the Authority all remaining assets of the Authority, after payment of obligations, shall be distributed among the then existing members in proportion to the number of their votes on the Board and in accordance with procedures established by the Board. The Authority shall continue to exist after dissolution for such period, no longer than six months, as is necessary to wind up its affairs but for no other purpose. XII. TRANSITIONAL AND MISCELLANEOUS MATTERS Section 1. The activities of the Authority shall be con- fined to the MWCC and gas and electric utilities, provided however, that the Authority may extend and broaden its activities to any other public utility as defined in this agreement by a 75% majority vote of all the votes of the Board of Directors, taken at a regular meeting of the Board. In the event the activities of the Authority are so extended and broadened, the Authority and -11- its Board of Directors shall have all of the powers and duties with reference to any other public utility that it has with reference to the MWCC and gas and electric utilities under this agreement. Section 2. The name of the organization created by this agreement may be changed when deemed appropriate by the Board, but only upon a 75% majority vote of all the votes of the Board of Directors taken at a regular meeting of the Board. If the name of the organization is so changed, the Board shall provide in its by-laws for necessary measures to effect the change in official and unofficial documents, papers, and other essential respects. Section 3. It is the intention of the parties to this agreement that the organization created thereby is the successor to the Suburban Rate Authority now in existence. It is further the intention of the parties that any funds made available to the organization created by the agreement from assets of the present Suburban Rate Authority shall be used exclusively for the purposes of this agreement. IN WITNESS WHEREOF, the undersigned governmental unit has caused this agreement to be executed by its duly authorized officers and delivered on its behalf. -12- In the presence of: (Governmental Unit) By Its~ ~ayor By Its ~ City Manager Dated: August 25 , 1980. Filed in the office of day of , this -13-