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HomeMy WebLinkAboutResolution 7633RESOLUTION NO. 7633 CITY OF MOUNDS VIEW COUNTY OF RAMSEY STATE OF MINNESOTA APPROVING A JOINT POWERS AGREEMENT FOR DEVELOPMENT OF THE NORTH EAST METROPOLITAN AREA MUNICIPAL NETWORK, A REGIONAL BROADBAND NETWORK COLLABORATIVE WHEREAS, a number of North East suburban municipalities and other governmental entities share network and technology services as part of a group collaboration; and WHEREAS, this group has been informally known as the "METRO-INET" User's Group; and WHEREAS, to enable the group to leverage its size, the group established a sub-group to study and develop a Joint Powers Agreement; and WHEREAS, membership in the group will provide the City formal input on group direction and budgetary issues; and WHEREAS, the City has realized financial savings by being a member of the group and will continue to benefit from technology and network services that save time and improve services while reducing costs to the City. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Mounds View, Ramsey County, Minnesota that the City does hereby adopt Resolution 7633, approving a Joint Powers Agreement for Development of the North East Metropolitan Area Municipal Network, A Regional Broad Band Network Collaborative and authorizes the Mayor and City Administrator to sign the attached Joint Powers Agreement. NOW, THEREFORE, BE IT FURTHER RESOLVED that the City Administrator and the Finance Director will represent the City pursuant to sections 1 and 2 of the joint powers agreement as director and alternate. Adopted this 28th day of June 2010. ,ui 4 oe F rt r ATTEST: ~~~-'v ~.XX~ (~/X~~~~~'i James Ericson, Administrator (seal) JOINT POWERS AGREEMENT FOR DEVELOPMENT OF THE NORTH EAST METROPOLITAN AREA MUNICIPAL NETWORK, A REGIONAL BROADBAND NETWORK COLLABORATIVE The parties to this agreement are governmental units of the State of Minnesota. This agreement is made and entered into pursuant to Minnesota Statutes, Section. 471.59. I. GENERAL PURPOSE The general purpose of this agreement is to provide for an organization through which the parties may jointly and cooperatively provide for the development and operations of advanced networking and data services for the use and benefit of the parties and others. To the extent permitted by law, the Members will support the establishment of the network and seek to expand the number of participating agencies. II. 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. "North East Metropolitan Area Municipal Internetworking Collaborative" means the organi- zation created pursuant to t1~is agreement, which organization is hereafter referred to as "METRO-INET" Section 3. "Board" means the Board of Directars of METRO-INET, consisting of one director from each governmental unit which is a member of METRO-INET. Section 4. "Council" means the governing body of the member governmental unit. Section 5. "Member" means a governmental unit which enters into this agreement and is at the time involved, a party in good standing. Section 6. "Governmental unit" means any city, township, independent public safety organization, watershed district, or other political subdivision of the State of Minnesota. III. MEMBERSHIP Section 1. Any governmental unit is eligible to be a member of METRO-INET. Section 2. A governmental unit desiring to be a member shall execute a copy of this agreement and shall pay the established charges. Section 3. The initial members shall be those members who have an established joint powers agreement with the City of Roseville - Minnesota on or prior to December 31, 2009. Section 4. Governmental units joining METRO-INET after January l, 2010, shall be admitted only upon the favorable vote of two-thirds of the members of the board. The board may impose conditions upon the admission of inembers other than the initial members. IV. GOVERNANCE Section L METRO-INET shall be governed by a Board consisting of the manager/administrator of the Member, as defined. Each member shall be entitled to one director, who shall have one vote. Section 2. Each member shall also be entitled to one alternate director consisting of an appointed official, who shall be entitled to attend meetings of the board and who may vote in the absence of the member's director. Section 3. There shall be no voting by proxy, but all votes must be cast in person at board meetings by the director or his alternate. Section 4. Change of the director or alternate director requires notice of such appointment to METRO- INET in writing. Such notice shall include the mailing address of the persons so appointed. The names and addresses shown on such notices will be used as the official names and addresses for the purposes of giving any notices required by this agreement or by the bylaws of METRO-INET. Section 5. A majority of the votes of the members shall constitute a quorum of the board. Section 6. At the first meeting of the board and in April of each even numbered year after 2010, the board shall elect from its directors a Chair, a vice-chair and a secretary-treasurer. Section 7. At the organizational meeting, or as soon thereafter as it may reasonably be done, the board shall adopt bylaws governing its, procedures including the time, place and frequency of its regular meetings. Such bylaws may be amended from time to time. V. MEETINGS AND ELECTION OF OFFICERS Section 1. Any governmental unit desiring to enter into this agreement may do so by, the duly authorized execution of a copy of this agreement by its proper officers. Thereupon, the clerk or other corresponding officer of the governmental unit shall file a duly executed copy of the agreement, together with a certified copy of the authorizing resolution or other action, with the city manager of the City of Roseville. The resolution authorizing the execution of the agreement shall also designate the first directar and alternate for the member. The agreement shall become effective when it has been authorized by five (5) governmental units and when executed copies from such governmental units, together with certified copies of the authorizing resolutions, have been duly filed asset out herein. Within thirty (30) days after the effective date of this agreement, the manager of the City of Roseville shall call the first meeting of the board, which shall be held not later than fifteen days after the notice has been delivered. Section 2. A director (or their alternate) shall not be eligible to vote on behalf of his governmental unit during the time that such governmental unit is in default on any contribution to METRO-INET or on any contract with it. During the existence of such default, the vote ar votes of such governmental unit shall not be counted as eligible votes for the purposes of this agreement; If a governmental unit remains in default for a period of more than 45 days on any billing from METRO-INET, the membership of such governmental unit may be terminated by a majority vote of the Board. 2 Section 3. Special meetings of the board may be called (a) by the chair, (b) by the executive committee or (c) by the executive committee upon the written request of a majority of the directors. Five days' written notice of special meetings shall be given to the directors and alternates. Such notice shall include the agenda for the special meeting. Section 4. The specific date, time and location of regular and special meetings of the board shall be determined by the executive committee. Section 5. Notice of regular meetings of the board shall be given to the directors and alternates by the secretary-treasurer of the board at least fifteen (15) days in advance and the agenda for such meetings shall accompany the notice. However, business at regular meetings of the board need not be limited to matters set forth in the agenda. VI. POWERS AND DUTIES OF THE BOARD Section 1. The powers and duties of the board shall include the powers set forth in this article. Section 2. It shall take such action as it deems necessary and appropriate to accomplish the general purposes of the organization including the establishment of data processing and information systems, en- gaging in the development and implementation of the necessary programs therefore, acquiring any necessary site, purchasing any necessary supplies, equipment and machinery, employing any necessary personnel and operating and maintaining any systems for the handling of data processing and management information for the members and for others. Any of the foregoing activities, or any other activities authorized by this agreement, may be accomplished by entering into contracts, leases or other agreements with others, whenever the board shall deem this to be advisable. Section 3. The board shall designate a member to serve as operations and fiscal agent of METRO-INET. The agent shall be responsible for the management of the affairs of METRO-INET including the power to make contracts as it deems necessary to make effective any power to be exercised by METRO-INET pursuant to this agreement; to provide for the prosecution and defense or other participation in actions or proceedings at law in which it may have an interest; to employ such persons as it deems necessary to accomplish its duties and powers on a full-time, part-time or consulting basis; to conduct such research and investigation as it deems necessary on any matter related to or affecting the general purposes of the organization; to acquire, hold and dispose of properiy both real and personal as the board deems necessary; and to contract for space, materials, supplies and personnel either with a member or with a number of inembers or elsewhere. Section 4. It may establish and collect charges for its services to members and to others. Section 5. It may accept gifts, apply for and use grants, or use property from the state, or any other governmental 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 the gift, grant, loan or agreement relating thereto. Section 6. It shall establish the annual budget for the organization as provided in this agreement. Section 7. It shall make its data processing and management information systems available to its members, subject to reasonable charges for the development and processing thereof. Section 8. It may exercise any other power necessary and incidental to the implementation of its powers and duties. VII.OFFICERS Section 1. The officers of the board shall consist of a chair, a vice-chair and a secretary-treasurer who shall be elected at the regular annual meeting of the board held in even numbered years after 2010. New officers shall take office at the adjournment of the annual meeting of the board at which they are elected. Section 2. A vacancy shall immediately occur in the office of any officer upon his resignation, death or upon his ceasing to be an employee of his member governmental unit. Upon vacancy occurring in any office, the executive committee shall fill such position until the next meeting of the board. Section 3. The three officers shall all be members of the executive committee. Section 4. The chair shall preside at all meetings of the board and the executive committee. The vice- chair shall act as chair in the absence of the chair. Section 5. The secretary-treasurer shall be responsible for keeping a record of all of the proceedings of the board and executive committee. Section 6. The fiscal agent shall be responsible for custody of all funds, for the keeping of all financial records of the organization and for such other matters as shall be delegated to him by the board. Any persons may be engaged to perform such services under his supervision and direction, when authorized by the board. He shall post a fidelity bond or other insurance against loss of organization funds in an amount approved by the board, at the expense of the organization. VIII. EXECUTIVE COMMITTEE Section 1. The board shall ha~e an executive committee consisting of the three officers as defined in Section VII, one director, and the fiscal and operating agent, all of whom shall be elected at the annual meetings of the board held in even numbered years after 2010. V acancies of inembers on the executive committee may be filled by the board of directars at any regular or special meeting. Section 2. The executive committee may adopt bylaws governing its own procedures, which shall be subject to this agreement, the bylaws of the board, and any resolutions or other directives of the board. Section 3. A quorum at a meeting of the executive committee is three (3). Section 4. The executive committee shall meet at the call of the chair or upon the call of any two other members of the executive committee. The date and place of the meeting shall be fixed by the person or persons calling it. At least forty-eight (48) hours advance written notice of such meeting shall be given to all members of the executive committee by the person or persons calling the meeting. Such notice, however, may be waived by any ar all members who actually attend the meeting or who give written waiver of such notice for a specified meeting. Section 5. The executive committee shall have the following duties; (a) It shall exercise the powers and perform the duties delegated to it by the board of directors subject to such conditions and limitations as may be imposed by the board. 4 (b) It shall cause to be prepared a proposed annual budget each year which shall be submitted to the board of directors at least thirty days before the annual meeting. (c) It shall present a full report of its activities at each regular meeting of the board. Section 6. It shall have authority to fix charges for the use of the programs and facilities of METRO- INET, both as to members and nonmembers consistent with policies and guidelines established by the board. IX. FINANCIAL MATTERS Section L The fiscal year of METRO-INET shall be the calendar year. Section 2. An annual budget shall be adopted by the board at the annual meeting in April of each year. Copies shall be mailed, promptly thereafter, to the chief administrative officer of each member. Such budget shall be deemed approved by the member unless, prior to October 1 st of the year involved, the member gives notice in writing to the METRO-INET secretary-treasurer that it is withdrawing from the organization. Section 3. The board shall have authority to fix cost sharing charges for all members in an amount sufficient to provide the funds required by the budgets of the organization. It shall advise the chief administrative officer of each member, on or before April 1 of each year, of the amounts of such charges. Section 4. Billings for all charges shall be made by the fiscal agent and shall be due when rendered. Any member whose charges have not been paid within 45 days after billing shall be in default and shall not be entitled to further voting privileges nor to have its director hold any office nor to use any METRO-INET facilities or programs until such time as no longer in default. In the event that such charges have not been paid within 45 days after such billing, the membership of such governmental unit may be terminated by a majority vote of the Board. In the event of a bona fide dispute between the member and the board as to the amount which is due and payable, the member shall nevertheless make such payment in order to preserve its status as a member, but such payment may be made under protest and without prejudice to its right to dispute the amount of the charge and to pursue any legal remedies available to it. Section 5. The charges of METRO-INET shall be divided, far cost sharing purposes, into three classes; (a) Class 1 Charges. These charges shall be made to cover the arganization's general, administrative and operational expenses not falling within Classes 2 and 3. Class 1 charges shall be made as fixed monthly, quarterly or annual membership dues. They shall be determined annually by the board of directors. They shall not be retroactively applied to new members. (b) Class 2 Charges. These charges shall be made to cover the costs of design and development of computer programs and systems and other capital costs. The initial members of METRO- INET shall pay such portion of the Class 2 charges as shall be established by the board, provided that the board shall attempt in good faith to pro rate such Class 2 charges among the members in as equitable a manner as possible, giving consideration among other things, to anticipated use of the programs, systems and facilities of the organization. Any new members joining METRO-INET after January l, 2010, shall pay a prorated share of the accumulated Class 2 charges which have been charged to or incurred by all members, as computed by the board on the same formula as for initial members as the price of membership; and such charges, when paid by such new members, shall be apportioned among the then existing members in cash or credit on unpaid or future billings in proportion to the Class 2 charges which such existing members have thus far paid or incurred. (c) Class 3 Charges. These charges shall be to cover the costs of system operation and maintenance in serving members (and others) on a"as requested" basis. The amount of such charges shall be determined by the board and such amounts shall be computed on the basis of the actual workload utilized by each member. Class 3 charges shall not be retroactively applied to new members. Section 6. It is anticipated that certain members may be in a position to extend special financial assistance to METRO-INET in the form of grants, or other in-kind payments including use of facilities or other infrastructure deemed beneficial to METRO-INET. The board may credit any such in-kind payment against any charges which the ganting member would otherwise have to pay. The board may also enter into an agreement, as a condition to any such grant, that it will credit all or a portion of such grant towards charges which have been made or in the future may be made against one or more specified members. X. ADMINISTRATOR Section 1. The fiscal and operating agent of the board shall be designated as the administrator of the board. Section 2. The fiscal and operating agent shall designate an employee of their agency to serve as the Administrator. XI. WITHDRAWAL Section 1. Any member may at any time give written notice of withdrawal from METRO-INET. The nonpayment of charges as set forth herein, and the refusal, or declination of any member to be bound by any obligation to the organization shall also constitute notice of withdrawal. (a) Actual withdrawal shall not take effect for a period of foriy-five (45) days from the date of such notification. (b) Upon effective withdrawal the member shall continue to be responsible for all of its prorated share of any unpaid Class 2 obligations and for its share of C1ass 1 charges in accordance with Chapter IX. Section 2. A member withdrawing from membership at a time when such withdrawal does not result in dissolution of the organization shall forfeit its claim to any assets of the organization except that it shall have access to any software developed for its use while it was a member in accordance with and subject to the provisions of Article XIII, Section 5, Paragraph (b). XII. DISSOLUTION Section 1. The organization shall be dissolved whenever (a) a sufficient number of inembers withdraws from the organization to reduce the total number of inembers to less than five (5), or (b) by two-thirds vote of all members of the board. Section 2. 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 and subject to the provisions of this agreement. Section 3. Upon dissolution the remaining assets of METRO-INET, after payment of all obligations, shall 6 be distributed among the then existing members in proportion to their contributions, as determined by the board,~provided that computer software prepared for such members shall be available to them, subject to such reasonable rules and regulations as the board shall determine. Section 4. If, upon dissolution, there is an organizational deficit such deficit shall be charged to and paid by the members on a pro rata basis, based upon the Class 1, 2 and 3 charges incurred by such members during the two years preceding the event which gave rise to the dissolution. XIII. DURATION This agreement shall continue in effect indefinitely until terminated in accordance with its terms. Joe Flaherly, Mayor City of Mounds View James Ericson, City Administratar City of Mounds View 7