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HomeMy WebLinkAbout2016-011 Council ResolutionCITY OF LINO LAKES, MINNESOTA RESOLUTION NO. 16-11 I ep REGARDING AMENDMENT OF THE AMENDED JOINT AND COOPERATIVE AGREEMENT FOR THE ADMINISTRATION OF A CABLE COMMUNICATIONS SYSTEM TO AMEND THE COMMISSION'S AUTHORITY TO ISSUE BONDS, OBLIGATIONS AND OTHER FORMS OF INDEBTEDNESS AND TO MODIFY THE MEMBER CITIES' USE OF CERTAIN FRANCHISE FEES WHEREAS, The City of Lino Lakes, Minnesota (the "City") is a member of the North Metro Telecommunications Commission (the "Commission"), a municipal joint powers board organized pursuant to a Joint and Cooperative Agreement, as amended ("Agreement"), adopted by the Cities of Blaine, Centerville, Circle Pines, Ham Lake, Lexington, Lino Lakes and Spring Lake Park, Minnesota (the "Member Cities") pursuant to Minn. Stat. § 471.59; and WHEREAS, Minn. Stat. § 471.59, subd. 11 states that the governing bodies of the Member Cities must expressly authorize the Commission to issue bonds, obligations and other forms of indebtedness; and WHEREAS, the Agreement, as currently written, does not expressly authorize the Commission to issue bonds, obligations and other forms of indebtedness for this Project; and WHEREAS, the Member Cities and the Commission desire to clarify the Commission's bonding authority and to require approval of the Member Cities prior to the issuance of any bonds; and WHEREAS, the Member Cities and the Commission desire to clarify the use of certain franchise fees in the Agreement. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Lino Lakes, Minnesota as follows: 1. That the Agreement shall be amended as set forth in Attachment A. Adopted by the City Council of the City of Lino Lakes this 14th day of March 2016. The motion for the adoption of the foregoing resolution was introduced by Councilmember Maher and was duly seconded by Councilmember Ma n t h Py and upon vote being takes thereon, the following voted in favor thereof: Maher, Manthey, Rusterman, Reinert The following voted against same: Rafferty �I. Jeff Reinert, or' ATTEST: li e Bartell, City Jerk CITY COUNCIL AGENDA ITEM 3A STAFF ORIGINATOR: Jeff Karlson MEETING DATE: March 14, 2016 TOPIC: Amendment of Joint Powers Agreement Amending North Metro Telecommunications Commission's Authority to Issue Bonds VOTE REQUIRED: 3/5 INTRODUCTION The City Council is being asked to adopt a resolution amending the Joint Powers Agreement between the governing bodies of the member cities, which clarifies the Commission's authority to issue bonds and requires approval of the member cities. BACKGROUND During the regular meeting on February 22, 2016, the City Council approved a resolution concurring with the issuance of G.O. bonds for North Metro Television to upgrade its video equipment to a high definition (HD) format. Under the terms of an amended Joint Powers Agreement, the Commission was granted authority tg issue up to $2.5 million in bonds "for any purpose." The Council was not comfortable with the language and tabled the matter for further discussion. I brought the Council's concerns to the NMTV Operations Committee, who agreed to recommend a revision to read: "... in a principal amount not to exceed $2,500,000 (the "Bonds" for any-pufpese-approved facility and equipment upgrades." An additional revision was made, which states that this agreement will be filed with the Executive Director of the NMTC instead of with the City of Blaine. The revisions were approved by the Executive Committee. The Commission will acting on the changes at its March 16 meeting. RECOMMENDATION Approve Resolution No. 16-11, regarding amendment of the amended joint powers agreement for North Metro Telecommunications Commission to issue bonds and use franchise fee revenue. ATTACHMENTS Resolution No. 16-11 Amended and Restated Joint Powers Agreement Attachment A Amended and Restated Joint and Cooperative Agreement for the Administration of a Cable Communications System 2 FINAL NORTH METRO TELECOMMUNICATIONS COMMISSION AMENDED AND RESTATED JOINT AND COOPERATIVE AGREEMENT FOR THE ADMINISTRATION OF A CABLE COMMUNICATIONS SYSTEM PARTIES The parties to this agreement are governmental units of the State of Minnesota. This agreement is made pursuant to Minnesota Statutes Section 471.59, as amended. I. GENERAL PURPOSE The general purpose of this agreement is to establish an organization to monitor the operation and activities of cable communications, and in particular, the Cable Communications System (System) of the parties; to provide coordination of administration and enforcement of the franchises of parties for their respective System; to produce, edit and transmit video programming for the parties of this agreement; to make video production, editing and studio facilities and equipment available to the citizens of the parties to this agreement through the operation of a Community Media Center; to promote the development of locally produced cable television programming; to ensure public access to emerging telecommunications technologies; and to conduct such other activities authorized herein as may be necessary to insure equitable and reasonable rates and service levels for the citizens of the Members to this agreement. II. NAME The name of the organization is the North Metro Telecommunications Commission (NMTC). III. DEFINITION OF TERMS Section 1. For the purposes of this agreement, the terms defined in this Article shall have the meanings given them. Section 2. "Commission" means the Board of Directors created pursuant to this agreement. Section 3. "Community Media Center" means the public access center formerly run by the cable company, and any other public access center and studio facility that may be subsequently constructed by the Commission, along with all related equipment and staff. Section 4. "Council" means the governing body of a Member. Section 5. "Executive Director" means a staff person that may be hired by the Commission for the purpose of providing administrative support to the Commission and day to day management of the Community Media Center. Section 6. "Franchise" means that cable communications franchise granted by all cities listed in Article V, Section 1. Section 7. "Grantee" means the person or entity to whom a franchise has been granted by Member. Section 8. "Member" means a municipality which enters into this agreement. Section 9. "Operations Committee" means a committee, made up of the administrators from each Member City, and the Executive Director as an Ex -Officio member, that meets for the purpose of providing day to day oversight and coordination of the Community Media Center operation, supervision and support of the Executive Director, and advice and counsel to the Commission. Section 10. "Subscriber" means any individual or location which receives Telecommunications service from which the City collects a franchise fee. Section 11. "Telecommunications" means traditional television technology and any new, related communications technologies that may be delivered via wire or air. IV. MEMBERSHIP Section 1. The municipalities of Blaine, Centerville, Circle Pines, Ham Lake, Lexington, Lino Lakes, and Spring Lake Park are the Members of the Commission. Any municipality geographically contiguous to any of these named municipalities, and served by a cable communications system through the same Grantee, may become a Member pursuant to the terms of this agreement. Section 2. Any municipality desiring to become a Member shall execute a copy of this agreement and conform to all requirements herein. Section 3. Municipalities, in addition to those listed in Article V, Section 1 of this agreement, desiring to become Members may be admitted by an affirmative vote of the Members of the Commission as specified in Article VI, Section 8 of this agreement. The Commission may by resolution impose conditions upon the admission of additional Members. V. DIRECTORS: VOTING Section 1. Each Member shall be entitled to on (1) director to represent it on the Commission who shall be a council member from the Member City. Each director is entitled to on (1) vote for each 2,500 subscribers or fraction thereof subscribing in the municipality represented by the director provided, however, that each director shall have at least one vote. The number of subscribers per City shall be determined as of December 31' of each year. Prior to the first Commission meeting in February of each year, the Secretary of the Commission shall determine the number of votes for each Member in accordance with this section and certify the results to the Chair. Section 2. A director shall be appointed by official action of each Member. Each Member shall notify the Commission in writing of the appointment. A director shall serve until a successor is appointed. Directors shall serve without compensation from the Commission. Section 3. Each Member shall appoint at least one alternate who shall be a City staff person of the Member City. A Member may appoint a second alternate or more alternate(s) who need not be a council member or staff. The Commission, in its By - Laws, may prescribe the extent of an alternate's powers and duties. Section 4. A vacancy in the office of director will exist for any of the reasons set forth in Minnesota Statues Section 351.02, or upon a revocation of a director's appointment duly filed by a Member with the Commission. 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. There shall be no voting by proxy, but all votes must be cast by the director or the duly authorized alternate at a Commission meeting. Section 6. The presence of four directors representing a majority of the total authorized votes of all directors shall constitute a quorum, but a smaller number may adjourn from time to time. Section 7. A director shall not be eligible to vote on behalf of the director's municipality during the time said municipality is in default on any contribution or payment to the Commission. During the existence of such default, the vote or votes of such Member shall not be counted for the purposes of this agreement. Section 8. All official actions of the Commission must receive a simple majority (51%) of all authorized votes cast on the issue at a duly constituted meeting of the Commission and the affirmative vote of four (4) directors, or the affirmative vote of six (6) directors. VL EFFECTIVE DATE: MEETINGS: ELECTION OF OFFICERS Section 1. A municipality may enter into this agreement by resolution of its council and the duly authorized execution of a copy of this agreement by its proper officers. Thereupon, the clerk or other appropriate officer of the municipality shall file a duly executed copy of this agreement, together with a certified copy of the authorizing resolution, with the City Manager of the City of Blaine, Minnesota with the Executive Director of the North Metro Telecommunications Commission . The resolution authorizing the execution of the agreement shall also designate the director and the alternate for the municipality on the Commission, along with said director's and alternate's address and phone number. Section 2. This agreement is effective on the date when executed agreements and authorizing resolution of five of the municipalities named in Article V, Section 1 have been filed as provided in this Article. Section 3. At the organizational meeting, or as soon thereafter as it may reasonably be done, the Commission shall select from among the directors a Chair, Vice -Chair, Secretary and Treasurer, adopt By -Laws governing its procedures including the time, place, notice for and frequency of its regular meetings, adopt a procedure for calling special meetings, and such other matters as are required by this agreement. Section 4. Officers of the Commission shall be elected annually for one year terms. Officers completing on full one year term shall only succeed themselves once in another full one year term in the same office. VII. POWERS AND DUTIES OF THE COMMISSION Section 1. The powers and duties of the Commission shall include the powers set forth in this Article. Section 2. The Commission may make such contracts, grants, and take such other action as it deems necessary and appropriate to accomplish the general purposes of the organization. The Commission may not contract for the purchase of real estate without the prior authorization of the Member municipalities. Any purchase or contracts made shall conform to the requirements applicable to Minnesota statutory cities. Section 3. The Commission shall assume all authority and undertake all tasks necessary to coordinate, administer, and enforce the Franchise of each Member except for that authority and those tasks specifically retained by a Member. Section 4. The Commission shall continually review the operation and performance of the cable communications system of the Members and prepare annual reports as required by the Minnesota Cable Communications Board and the FCC. Section 5. The Commission shall undertake all procedures necessary to maintain uniform rates and to handle applications for changes in rates for the services provided by the Grantee. Section 6. The Commission may provide for the prosecution, defense, or other participation in actions or proceedings at 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 accomplish its powers and duties. Such employees may be on a full-time, part-time or consulting basis, as the Commission determines, and the Commission may make any required employer contributions which local governmental units are authorized or required to make by law. Section 7. The Commission may conduct such research and investigation and take such action as it deems necessary, including participation and appearance in proceedings of State and Federal regulatory, legislative or administrative bodies, on any matter related to or affecting cable communication rates, franchises, or levels of service. Section S. The Commission may obtain from Grantee and from any other source, such information relating to rates, costs and service levels as any Member is entitled to obtain from Grantee or others. Section 9. The Commission may accept gifts, apply for and use grants, enter into agreements required in connection therewith and hold, use and dispose of money or property received as a gift or grant in accordance with the terms thereof. Section 10. The Commission shall make an annual, independent audit of the books of the Commission and shall make an annual financial accounting and report in writing to the Members. Its books and records shall be available for examination by the Members at all reasonable times. Section 11. The Commission may delegate its authority to its executive committee. Such delegation of authority shall be by resolution of the Commission and may be conditioned in such a manner as the Commission may determine. Section 12. The Commission shall adopt By -Laws which may be amended from time to time. Section 13. The Commission is given express authority to issue bonds, obligations and other forms of indebtedness, in a principal amount not to exceed $2,500,000 (the "Bonds"). for any any-plepeseapproved facility and equipment upgrades, consistent with the authority granted to the Commission in this Agreement. , to finance the Commission's purchase of real property and its constructs and the offices of the Commission (the "Project' :, - , - - -- - - ' - . service cost. As provided in Minn. Stat. § 471.59, subd. 11, the Bonds shall be obligations of the Commission which are issued on behalf of the Members, and shall be issued subject to the conditions and limitations set forth in Minn. Stat. § 471.59, subd. 11. The Bonds shall be payable solely from the Member's franchise fees, as hereinafter provided. The Commission may not pledge to the payment of the Bonds the full faith and credit or taxing power of the Members. No bBonds, obligations or other forms of indebtedness other than the Bonds may be issued by the Commission without the prior consent of the Members. Section 14. The Commission shall provide ongoing oversight of the Operations Committee. Section 15. The Commission shall recommend and forward to the Member cities the Commission's annual budget, and the Community Media Center's operating budget and work plan. Section 16. The Commission shall periodically review expenditures related to the Community Media Center. Section 17. The Commission may exercise any other power necessary and incidental to the implementation of its powers and duties. VIII. POWERS AND DUTIES OF THE OPERATIONS COMMITTEE Section 1. The powers and duties of the Operations Committee shall include the powers set forth in this article. Section 2. The Operations Committee shall provide input and make recommendations to the Commission. Section 3. The Operations Committee shall provide for the definition of Member cities' needs and shall coordinate the resources of the Member cities' with the Executive Director and the Community Media Center for production purposes. Section 4. The Operations Committee shall provide for the day to day supervision of the Executive Director and evaluation of the Community Media Center operation both for the purpose of reporting and recommendation to the Commission, and shall designate a liaison for the purpose of day to day communication with the Executive Director and to serve as liaison to the Commission. The Operations Committee will annually provide input to the Commission and Executive Director on the Executive Director's performance. Section 5. The Operations Committee shall make recommendations on staffing needs and compensation levels for the Community Media Center. Section 6. The Operations Committee shall provide input to the development of the Commission's annual budget, and Community Media Center's operating budget and work plan. Section 7. The Operations Committee shall provide for the ongoing evaluation of the technological needs of the Community Media Center and the telecommunications needs of the Member cities. IX. OFFICERS Section 1. The officers of the Commission shall consist of a Chair, Vice -Chair, a Secretary, and a Treasurer. Section 2. A vacancy in the office of Chair, Vice -Chair, Secretary or Treasurer shall occur for any of the reasons for which a vacancy in the office of a director shall occur. Vacancies in these offices shall be filled by the commission for the unexpired portion of the term. Section 3. The four officers shall all be Members of the executive committee. Section 4. The Chair shall preside at all meetings of the Commission and executive committee. The Vice -Chair shall act as chair in the absence of the Chair. Section 5. The Secretary shall be responsible for keeping a record of all of the proceedings of the Commission and executive committee. Section 6. The Treasurer shall be responsible for custody of all funds, for the keeping of all financial records of the Commission and for such other matters as shall be delegated by the Commission. The Commission may require that the Treasurer post a fidelity bond or other insurance against loss of Commission funds in an amount approved by the Commission, at the expense of the Commission. Said fidelity bond or other insurance may cover all persons authorized to handle funds of the Commission. Section 7. The Commission may appoint such other officers as it deems necessary. All such officers shall be appointed from the membership of the Commission. X. FINANCIAL MATTERS Section 1. The fiscal year of the Commission shall be the calendar year. Section 2. Commission funds may be expended by the Commission in accordance with the procedures established by law for the expenditure of funds by Minnesota Statutory Cities. Orders, checks and drafts must be signed by any two of the officers. Other legal instruments shall be executed with authority of the Commission, by the Chair and •_ treasurer. Contracts shall be let and purchases made in accordance with the procedures established by law for Minnesota Statutory Cities. Section 3. The financial contributions of the Members in support of the Commission shall be of two types: (1) each Member shall be responsible for its share of the debt service payments on the Commission's Bonds (but only from the Member's franchise fees), which share shall be in the same proportion as the Member's franchise fees for the immediately preceding calendar year were to the total franchise fees receivable by the Commission for that calendar year (the "Debt Service Share"); and (2) each member shall be responsible for its share of the operating and capital costs of the Commission (not including any part of the debt service on the Commission's Bonds), which share shall be in direct proportion to the percent of annual subscriber revenues of each Member to the total annual revenues of the system multiplied by the Commission's annual budget (the "Operating Cost Share"). The annual budget shall establish the contribution of each Member for its Operating Cost Share for the ensuing year. Each Member shall cause its franchise fees to be paid directly to the Commission, and the Commission shall deduct from each Member's quarterly payment of franchise fees, before application to any other purpose, one-fourth of the Member's Debt Service Share for that calendar year. If any Member's quarterly payment of franchise fees is not sufficient to pay its quarterly Debt Service Share, the deficiency will continue to be an obligation of the Member and will be deducted from the next payment or payments of the Member's franchise fees until the deficiency has been restored. After provision is made for payment of the Debt Service Share, the remaining franchise fees shall be applied as a credit against each Member's Operating Cost Share owed the Commission, with any excess being remitted to the Member by the Commission and any shortfall being payable to the Commission by the Member. The remainder of any franchise fee remitted back to the Member by the Commission shall be used for citizen communicationscable related expenses. Each Member acknowledges that its Debt Service Share of the franchise fee collections will be irrevocably pledged by the Commission as security for the Commission's Bonds. Section 4. All PEG (public, educational, and government) programming fees collected by the Grantee and redistributed to the Commission shall be used by the Commission to fund the operation of a Community Media Center. Section 5. A proposed budget for the operation of the Commission, including the Community Media Center, for each calendar year shall be formulated by the Executive Director under the direction of the Operations Committee and submitted to the Commission on or before July 1 of each year. The Commission shall submit the proposed budget to the Members on or before August 1 of each year. Such budget shall be deemed approved by a Member unless, prior to October 15 preceding the effective date of the proposed budget, the Member gives notice in writing to the Commission that it is withdrawing from the Commission, subject to Article XII, Section 2 of this agreement. Final action adopting a budget for the ensuing calendar year shall be taken by the Commission on or before November 1 of each year. Section 6. Any Member may inspect and copy the Commission books and records at any and all reasonable times. All books and records shall be kept in accordance with normal and accepted accounting procedures and principles used by Minnesota Statutory Cities. XI. DURATION Section 1. The Commission shall continue for an indefinite term unless the number of Members becomes less than five, and the Commission may also be terminated by mutual agreement of all of the Members at any time; provided that the Commission shall continue to exist as long as any Bonds described in Article VIII, Section 13 of this agreement remain outstanding. Section 2. In order to prevent obligation for its Operating Cost Share for the ensuing calendar year, a Member must withdraw from the Commission by filing a written notice with the Secretary by October 15 of any year giving notice of withdrawal effective at the end of the calendar year; and membership shall continue until the effective date of the withdrawal. A notice of withdrawal may be rescinded by a Member at any time prior to the effective date of withdrawal. If a Member withdraws before the dissolution of the Commission, the Member shall have no claim against the assets of the Commission, including the right to receive an allocation of franchise fees, except as provided herein. A Member withdrawing after October 15 shall be obligated to pay its entire Operating Cost Share (including any shortfalls) for the ensuing year as outlined in the budget of the Commission for the ensuing year. A withdrawn Member will continue to be responsible for its Debt Service Share (payable only from the withdrawn Member's franchise fees) notwithstanding its withdrawal from the Commission, and shall continue to have its franchise fees paid directly to the Commission until all Bonds have been paid. Any excess of the withdrawn Member's franchise fees over the withdrawn Member's Debt Service Share (and any required Operating Cost Share, if the Member gave notice of withdrawal after October 15 of the preceding calendar year) shall be remitted by the Commission to the withdrawn Member. A Member that has withdrawn from the Commission may, if no Bonds are outstanding, upon request, recover an amount of any equity that exists, as of the withdrawal date, in real property and buildings purchased or constructed with any Bonds, up to (but not exceeding) the Member's individual percentage of total franchise fees paid to all the Members (or their designee) and the withdrawn Member for the calendar year preceding withdrawal. The Commission may, if no Bonds are outstanding, at any time after the withdrawal of a Member as provided for herein, initiate a buy-out of the proportionate equity interest of the withdrawn Member, which interest is to be the withdrawn Member's individual percentage of total franchise fees paid to the Members (or their designee) and the withdrawn Member for the calendar year preceding the buy-out, pursuant to terms and conditions agreed upon by the parties. The amount of any equity distributed to a withdrawn Member will be paid, without interest, on a payment schedule established by the Commission, provided, however, the term of such payment schedule shall not exceed five (5) years. When calculating an equity repayment schedule, the Commission may deduct the withdrawn Member's proportionate share of outstanding indebtedness from the amount of any equity due to the withdrawn Member. Notwithstanding anything to the contrary, a withdrawing Member shall have no claim to the franchise fee the Grantee collected on its behalf for the year in which its withdrawal is effective, except for the reimbursement of cable - related expenses for that year. If no Bonds are outstanding, for the calendar year following withdrawal, and for all subsequent years, the entire franchise fee calculated upon gross revenues attributable to the system within the withdrawn Member shall be paid by Grantee to the withdrawn Member in accordance with the Franchise. Section 3. In the event of dissolution, the Commission 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 Commission all remaining assets of the Commission, after payment of obligations, shall be distributed among the then existing Members in proportion to the most recent Member by Member breakdown of the franchise fee as reported by the Grantee. The Commission 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. IN WITNESS WHEREOF, the undersigned municipality has caused this agreement to be signed on its behalf this day of fie, 2016.03. City of , Minnesota ATTEST: City Clerk Mayor Amended and Restated 6/201693 FINAL NORTH METRO TELECOMMUNICATIONS COMMISSION AMENDED AND RESTATED JOINT AND COOPERATIVE AGREEMENT FOR THE ADMINISTRATION OF A CABLE COMMUNICATIONS SYSTEM I. PARTIES The parties to this agreement are governmental units of the State of Minnesota. This agreement is made pursuant to Minnesota Statutes Section 471.59, as amended. II. GENERAL PURPOSE The general purpose of this agreement is to establish an organization to monitor the operation and activities of cable communications, and in particular, the Cable Communications System (System) of the parties; to provide coordination of administration and enforcement of the franchises of parties for their respective System; to produce, edit and transmit video programming for the parties of this agreement; to make video production, editing and studio facilities and equipment available to the citizens of the parties to this agreement through the operation of a Community Media Center; to promote the development of locally produced cable television programming; to ensure public access to emerging telecommunications technologies; and to conduct such other activities authorized herein as may be necessary to insure equitable and reasonable rates and service levels for the citizens of the Members to this agreement. III. NAME The name of the organization is the North Metro Telecommunications Commission (NMTC). IV. DEFINITION OF TERMS Section 1. For the purposes of this agreement, the terms defined in this Article shall have the meanings given them. Section 2. "Commission" means the Board of Directors created pursuant to this agreement. Section 3. "Community Media Center" means the public access center formerly run by the cable company, and any other public access center and studio facility that may be subsequently constructed by the Commission, along with all related equipment and staff. Section 4. "Council" means the governing body of a Member. Section 5. "Executive Director" means a staff person that may be hired by the Commission for the purpose of providing administrative support to the Commission and day to day management of the Community Media Center. Section 6. "Franchise" means that cable communications franchise granted by all cities listed in Article V, Section 1. Section 7. "Grantee" means the person or entity to whom a franchise has been granted by Member. Section 8. "Member" means a municipality which enters into this agreement. Section 9. "Operations Committee" means a committee, made up of the administrators from each Member City, and the Executive Director as an Ex -Officio member, that meets for the purpose of providing day to day oversight and coordination of the Community Media Center operation, supervision and support of the Executive Director, and advice and counsel to the Commission. Section 10. "Subscriber" means any individual or location which receives Telecommunications service from which the City collects a franchise fee. Section 11. "Telecommunications" means traditional television technology and any new, related communications technologies that may be delivered via wire or air. V. MEMBERSHIP Section 1. The municipalities of Blaine, Centerville, Circle Pines, Ham Lake, Lexington, Lino Lakes, and Spring Lake Park are the Members of the Commission. Any municipality geographically contiguous to any of these named municipalities, and served by a cable communications system through the same Grantee, may become a Member pursuant to the terms of this agreement. Section 2. Any municipality desiring to become a Member shall execute a copy of this agreement and conform to all requirements herein. Section 3. Municipalities, in addition to those listed in Article V, Section 1 of this agreement, desiring to become Members may be admitted by an affirmative vote of the Members of the Commission as specified in Article VI, Section 8 of this agreement. The Commission may by resolution impose conditions upon the admission of additional Members. VI. DIRECTORS: VOTING Section 1. Each Member shall be entitled to on (1) director to represent it on the Commission who shall be a council member from the Member City. Each director is entitled to on (1) vote for each 2,500 subscribers or fraction thereof subscribing in the municipality represented by the director provided, however, that each director shall have at least one vote. The number of subscribers per City shall be determined as of ^1 December 31St of each year. Prior to the first Commission meeting in February of each year, the Secretary of the Commission shall determine the number of votes for each Member in accordance with this section and certify the results to the Chair. Section 2. A director shall be appointed by official action of each Member. Each Member shall notify the Commission in writing of the appointment. A director shall serve until a successor is appointed. Directors shall serve without compensation from the Commission. Section 3. Each Member shall appoint at least one alternate who shall be a council member from the Member City. A Member may appoint any number of additional alternate directors, each of whom must also be a council member from that Member City. The Commission, in its By -Laws, may prescribe the extent of an alternate's powers and duties. Section 4. A vacancy in the office of director will exist for any of the reasons set forth in Minnesota Statues Section 351.02, or upon a revocation of a director's appointment duly filed by a Member with the Commission. 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. There shall be no voting by proxy, but all votes must be cast by the director or the duly authorized alternate at a Commission meeting. Section 6. The presence of four directors representing a majority of the total authorized votes of all directors shall constitute a quorum, but a smaller number may adjourn from time to time. Section 7. A director shall not be eligible to vote on behalf of the director's municipality during the time said municipality is in default on any contribution or payment to the Commission. During the existence of such default, the vote or votes of such Member shall not be counted for the purposes of this agreement. Section 8. All official actions of the Commission must receive a simple majority (51%) of all authorized votes cast on the issue at a duly constituted meeting of the Commission and the affirmative vote of four (4) directors, or the affirmative vote of six (6) directors. VII. EFFECTIVE DATE: MEETINGS: ELECTION OF OFFICERS Section 1. A municipality may enter into this agreement by resolution of its council and the duly authorized execution of a copy of this agreement by its proper officers. Thereupon, the clerk or other appropriate officer of the municipality shall file a duly executed copy of this agreement, together with a certified copy of the authorizing resolution, with the Executive Director of the North Metro Telecommunications Commission. The resolution authorizing the execution of the agreement shall also designate the director and the alternate for the municipality on the Commission, along with said director's and alternate's address and phone number. Section 2. This agreement is effective on the date when executed agreements and authorizing resolution of five of the municipalities named in Article V, Section 1 have been filed as provided in this Article. Section 3. At the organizational meeting, or as soon thereafter as it may reasonably be done, the Commission shall select from among the directors a Chair, Vice -Chair, Secretary and Treasurer, adopt By -Laws governing its procedures including the time, place, notice for and frequency of its regular meetings, adopt a procedure for calling special meetings, and such other matters as are required by this agreement. Section 4. Officers of the Commission shall be elected annually for one year terms. Officers completing on full one year term shall only succeed themselves once in another full one year term in the same office. VIII. POWERS AND DUTIES OF THE COMMISSION Section 1. The powers and duties of the Commission shall include the powers set forth in this Article. Section 2. The Commission may make such contracts, grants, and take such other action as it deems necessary and appropriate to accomplish the general purposes of the organization. The Commission may not contract for the purchase of real estate without the prior authorization of the Member municipalities. Any purchase or contracts made shall conform to the requirements applicable to Minnesota statutory cities. Section 3. The Commission shall assume all authority and undertake all tasks necessary to coordinate, administer, and enforce the Franchise of each Member except for that authority and those tasks specifically retained by a Member. Section 4. The Commission shall continually review the operation and performance of the cable communications system of the Members and prepare annual reports as required by the Minnesota Cable Communications Board and the FCC. Section 5. The Commission shall undertake all procedures necessary to maintain uniform rates and to handle applications for changes in rates for the services provided by the Grantee. Section 6. The Commission may provide for the prosecution, defense, or other participation in actions or proceedings at 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 accomplish its powers and duties. Such employees may be on a full-time, part-time or consulting basis, as the Commission determines, and the Commission may make any required employer contributions which local governmental units are authorized or required to make by law. Section 7. The Commission may conduct such research and investigation and take such action as it deems necessary, including participation and appearance in proceedings of State and Federal regulatory, legislative or administrative bodies, on any matter related to or affecting cable communication rates, franchises, or levels of service. Section 8. The Commission may obtain from Grantee and from any other source, such information relating to rates, costs and service levels as any Member is entitled to obtain from Grantee or others. Section 9. The Commission may accept gifts, apply for and use grants, enter into agreements required in connection therewith and hold, use and dispose of money or property received as a gift or grant in accordance with the terms thereof. Section 10. The Commission shall make an annual, independent audit of the books of the Commission and shall make an annual financial accounting and report in writing to the Members. Its books and records shall be available for examination by the Members at all reasonable times. Section 11. The Commission may delegate its authority to its executive committee. Such delegation of authority shall be by resolution of the Commission and may be conditioned in such a manner as the Commission may determine. Section 12. The Commission shall adopt By -Laws which may be amended from time to time. Section 13. The Commission is given express authority to issue bonds, obligations and other forms of indebtedness, in a principal amount not to exceed $2,500,000 (the "Bonds"), for approved facility and equipment upgrades consistent with the authority granted to the Commission in this Agreement. As provided in Minn. Stat. § 471.59, subd. 11, the Bonds shall be obligations of the Commission which are issued on behalf of the Members, and shall be issued subject to the conditions and limitations set forth in Minn. Stat. § 471.59, subd. 11. The Bonds shall be payable solely from the Member's franchise fees, as hereinafter provided. The Commission may not pledge to the payment of the Bonds the full faith and credit or taxing power of the Members. No Bonds may be issued by the Commission without the prior consent of the Members. Section 14. The Commission shall provide ongoing oversight of the Operations Committee. Section 15. The Commission shall recommend and forward to the Member cities the Commission's annual budget, and the Community Media Center's operating budget and work plan. Section 16. The Commission shall periodically review expenditures related to the Community Media Center. Section 17. The Commission may exercise any other power necessary and incidental to the implementation of its powers and duties. IX. POWERS AND DUTIES OF THE OPERATIONS COMMITTEE Section 1. The powers and duties of the Operations Committee shall include the powers set forth in this article. Section 2. The Operations Committee shall provide input and make recommendations to the Commission. Section 3. The Operations Committee shall provide for the definition of Member cities' needs and shall coordinate the resources of the Member cities' with the Executive Director and the Community Media Center for production purposes. Section 4. The Operations Committee shall provide for the day to day supervision of the Executive Director and evaluation of the Community Media Center operation both for the purpose of reporting and recommendation to the Commission, and shall designate a liaison for the purpose of day to day communication with the Executive Director and to serve as liaison to the Commission. The Operations Committee will annually provide input to the Commission and Executive Director on the Executive Director's performance. Section 5. The Operations Committee shall make recommendations on staffing needs and compensation levels for the Community Media Center. Section 6. The Operations Committee shall provide input to the development of the Commission's annual budget, and Community Media Center's operating budget and work plan. Section 7. The Operations Committee shall provide for the ongoing evaluation of the technological needs of the Community Media Center and the telecommunications needs of the Member cities. X. OFFICERS Section 1. The officers of the Commission shall consist of a Chair, Vice -Chair, a Secretary, and a Treasurer. Section 2. A vacancy in the office of Chair, Vice -Chair, Secretary or Treasurer shall occur for any of the reasons for which a vacancy in the office of a director shall occur. Vacancies in these offices shall be filled by the commission for the unexpired portion of the term. • Section 3. The four officers shall all be Members of the executive committee. Section 4. The Chair shall preside at all meetings of the Commission and executive committee. The Vice -Chair shall act as chair in the absence of the Chair. Section 5. The Secretary shall be responsible for keeping a record of all of the proceedings of the Commission and executive committee. Section 6. The Treasurer shall be responsible for custody of all funds, for the keeping of all financial records of the Commission and for such other matters as shall be delegated by the Commission. The Commission may require that the Treasurer post a fidelity bond or other insurance against loss of Commission funds in an amount approved by the Commission, at the expense of the Commission. Said fidelity bond or other insurance may cover all persons authorized to handle funds of the Commission. Section 7. The Commission may appoint such other officers as it deems necessary. All such officers shall be appointed from the membership of the Commission. XI. FINANCIAL MATTERS Section 1. The fiscal year of the Commission shall be the calendar year. Section 2. Commission funds may be expended by the Commission in accordance with the procedures established by law for the expenditure of funds by Minnesota Statutory Cities. Orders, checks and drafts must be signed by any two of the officers. Other legal instruments shall be executed with authority of the Commission, by the Chair and treasurer. Contracts shall be let and purchases made in accordance with the procedures established by law for Minnesota Statutory Cities. Section 3. The financial contributions of the Members in support of the Commission shall be of two types: (1) each Member shall be responsible for its share of the debt service payments on the Commission's Bonds (but only from the Member's franchise fees), which share shall be in the same proportion as the Member's franchise fees for the immediately preceding calendar year were to the total franchise fees receivable by the Commission for that calendar year (the "Debt Service Share"); and (2) each member shall be responsible for its share of the operating and capital costs of the Commission (not including any part of the debt service on the Commission's Bonds), which share shall be in direct proportion to the percent of annual subscriber revenues of each Member to the total annual revenues of the system multiplied by the Commission's annual budget (the "Operating Cost Share"). The annual budget shall establish the contribution of each Member for its Operating Cost Share for the ensuing year. Each Member shall cause its franchise fees to be paid directly to the Commission, and the Commission shall deduct from each Member's quarterly payment of franchise fees, before application to any other purpose, one-fourth of the Member's Debt Service Share for that calendar year. If any Member's quarterly payment of franchise fees is not sufficient to pay its quarterly Debt Service Share, the deficiency will continue to be an obligation of the Member and will be deducted from the next payment or payments of the Member's franchise fees until the deficiency has been restored. After provision is made for payment of the Debt Service Share, the remaining franchise fees shall be applied as a credit against each Member's Operating Cost Share owed the Commission, with any excess being remitted to the Member by the Commission and any shortfall being payable to the Commission by the Member. The remainder of any franchise fee remitted back to the Member by the Commission shall be used for citizen communications -related expenses. Each Member acknowledges that its Debt Service Share of the franchise fee collections will be irrevocably pledged by the Commission as security for the Commission's Bonds. Section 4. All PEG (public, educational, and government) programming fees collected by the Grantee and redistributed to the Commission shall be used by the Commission to fund the operation of a Community Media Center. Section 5. A proposed budget for the operation of the Commission, including the Community Media Center, for each calendar year shall be formulated by the Executive Director under the direction of the Operations Committee and submitted to the Commission on or before July 1 of each year. The Commission shall submit the proposed budget to the Members on or before August 1 of each year. Such budget shall be deemed approved by a Member unless, prior to October 15 preceding the effective date of the proposed budget, the Member gives notice in writing to the Commission that it is withdrawing from the Commission, subject to Article XII, Section 2 of this agreement. Final action adopting a budget for the ensuing calendar year shall be taken by the Commission on or before November 1 of each year. Section 6. Any Member may inspect and copy the Commission books and records at any and all reasonable times. All books and records shall be kept in accordance with normal and accepted accounting procedures and principles used by Minnesota Statutory Cities. XII. DURATION Section 1. The Commission shall continue for an indefinite term unless the number of Members becomes less than five, and the Commission may also be terminated by mutual agreement of all of the Members at any time; provided that the Commission shall continue to exist as long as any Bonds described in Article VIII, Section 13 of this agreement remain outstanding. Section 2. In order to prevent obligation for its Operating Cost Share for the ensuing calendar year, a Member must withdraw from the Commission by filing a written notice with the Secretary by October 15 of any year giving notice of withdrawal effective at the end of the calendar year; and membership shall continue until the effective date of the withdrawal. A notice of withdrawal may be rescinded by a Member at any time prior to the effective date of withdrawal. If a Member withdraws before the dissolution of the Commission, the Member shall have no claim against the assets of the Commission, including the right to receive an allocation of franchise fees, except as provided herein. A Member withdrawing after October 15 shall be obligated to pay its entire Operating Cost Share (including any shortfalls) for the ensuing year as outlined in the budget of the , Commission for the ensuing year. A withdrawn Member will continue to be responsible for its Debt Service Share (payable only from the withdrawn Member's franchise fees) notwithstanding its withdrawal from the Commission, and shall continue to have its franchise fees paid directly to the Commission until all Bonds have been paid. Any excess of the withdrawn Member's franchise fees over the withdrawn Member's Debt Service Share (and any required Operating Cost Share, if the Member gave notice of withdrawal after October 15 of the preceding calendar year) shall be remitted by the Commission to the withdrawn Member. A Member that has withdrawn from the Commission may, if no Bonds are outstanding, upon request, recover an amount of any equity that exists, as of the withdrawal date, in real property and buildings purchased or constructed with any Bonds, up to (but not exceeding) the Member's individual percentage of total franchise fees paid to all the Members (or their designee) and the withdrawn Member for the calendar year preceding withdrawal. The Commission may, if no Bonds are outstanding, at any time after the withdrawal of a Member as provided for herein, initiate a buy-out of the proportionate equity interest of the withdrawn Member, which interest is to be the withdrawn Member's individual percentage of total franchise fees paid to the Members (or their designee) and the withdrawn Member for the calendar year preceding the buy-out, pursuant to terms and conditions agreed upon by the parties. The amount of any equity distributed to a withdrawn Member will be paid, without interest, on a payment schedule established by the Commission, provided, however, the term of such payment schedule shall not exceed five (5) years. When calculating an equity repayment schedule, the Commission may deduct the withdrawn Member's proportionate share of outstanding indebtedness from the amount of any equity due to the withdrawn Member. Notwithstanding anything to the contrary, a withdrawing Member shall have no claim to the franchise fee the Grantee collected on its behalf for the year in which its withdrawal is effective, except for the reimbursement of cable - related expenses for that year. If no Bonds are outstanding, for the calendar year following withdrawal, and for all subsequent years, the entire franchise fee calculated upon gross revenues attributable to the system within the withdrawn Member shall be paid by Grantee to the withdrawn Member in accordance with the Franchise. Section 3. In the event of dissolution, the Commission 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 Commission all remaining assets of the Commission, after payment of obligations, shall be distributed among the then existing Members in proportion to the most recent Member by Member breakdown of the franchise fee as reported by the Grantee. The Commission 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. IN WITNESS WHEREOF, the undersigned municipality has caused this agreement to be signed on its behalf this day of Mute. e , 2016. City of 1--+M-0 , Minnesota ATTEST: Amended and Restated /2016 Mayor