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HomeMy WebLinkAboutRES 20-061 TO APPROVE AMENDED NORTH SUBURBAN COMMUNICATIONS COMMISSION JOINT AND COOPERATIVE AGREEMENTCITY OF ST. ANTHONY VILLAGE STATE OF MINNESOTA RESOLUTION 20-061 RESOLUTION TO APPROVE AMENDED NORTH SUBURBAN COMMUNICATIONS COMMISSION JOINT AND COOPERATIVE AGREEMENT WHEREAS, the City of St. Anthony is a member of North Suburban Communications Commission (NSCC); and WHEREAS, the North Suburban Communications Commission voted to update the Joint Powers Agreement to Include Non -geographically Contiguous Cities; and NOW THEREFORE BE IT RESOLVED that the City Council of the City of St. Anthony Village approves the amended North Suburban Communications Commission Joint and Cooperative Agreement. APPROVED in the regular session of the City 9uncil on July 28, 2020. ATTEST: i/ Nico Miller, City Clerk Review for Administration: Randille, M. or 6(41Y--- Mark Casey, City Manag Revised 2020 AMENDED NORTH SUBURBAN COMMUNICATIONS COMMISSION JOINT AND COOPERATIVE AGREEMENT FOR THE ADMINISTRATION OF CABLE COMMUNICATIONS FRANCHISES 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 administer and enforce the respective cable franchises of the parties; to administer the procedure for the renewal of the existing cable franchises and the procedure for the award of new cable franchises; to promote, coordinate, administer and develop public, educational, and governmental (PEG) access cable television channels and local community media, including cable television_programming; and to conduct such other activities authorized herein as may be necessary to establish and enforce consumer protection standards for cable subscribers of the members of the organization. III. NAME The name ofthe organization is the North Suburban Communications Commission (NSCC). IV. DEFINITION OF TERMS Section 1. For the purposes of this Agreement, the terms defined in this Article shall have the meanings given to them. Section 2. "Commission" means the Board of Directors created pursuant to this Agreement. Section 3. "Council" means the governing body of a member. Section 4. "Franchise" means that cable communications franchise granted by all cities listed in Article V, section 1. Section 5. "Grantee" means any person or entity to whom a franchise has been granted by a member. Section 6. "Member" means a municipality which enters into this Agreement. Section 7. "System" means that cable communications system more specifically defined in the Franchise Ordinance of the Member. V. MEMBERSHIP Section 1. The municipalities of Arden Hills, Falcon Heights, Little Canada, Lauderdale, Mounds View, New Brighton, North Oaks, Roseville, and St. Anthony are eligible to be the Members of the Commission. Any municipality 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. The initial Members shall be those municipalities listed in Section 1 of this Article V. Section 4. Municipalities desiring to become Members after the date specified in Article V; Section 3, may be admitted by an affirmative vote of two-thirds (2/3) of the votes of the Members of the Commission, with at least a majority of the Members voting in the affirmative. The Commission may, by resolution, impose conditions upon the admission of additional members. VI. DIRECTORS; VOTING Section 1. Each Member shall be entitled to one (1) director to represent it on the Commission. Each director is entitled to vote in direct proportion to the percent of annual revenues attributable to the municipality represented by the director to the total annual revenues of the system for the prior year rounded to the nearest whole number, provided, however, that each director shall have at least one vote. For the purposes of this section, the annual revenues for each Member and the total annual system revenues as of December 31 of each year shall be determined by the records of the cable operator filed with the Commission with the annual franchise fee. Prior to the first Commission meeting in March of each year, the Secretary/Treasurer 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 resolution of the Council of each Member. A director shall serve until a successor is appointed. Directors shall serve without compensation from the Commission. Section 3. Each Member may appoint an alternate director or directors. 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 Statutes 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 Commission is vacant. 2 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 -a majority of the appointed 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 ofthe 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 two-thirds (2/3) of all authorized votes cast on that issue at a duly constituted meeting of the Commission and the affirmative vote of a majority of the appointed directors. Abstentions shall not be considered authorized votes cast. VII. EFFECTIVE DATE 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 Commission. Section 2. This Agreement and any amendments thereto are effective on the date when executed agreements and authorizing resolutions of all of the members named in Article V, Section 1, have been filed as provided in this Article. 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 purchases 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 may provide for the prosecution, defense, or other 3 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 5. 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, or on any matter related to or affecting cable communication franchises. Section 6. The Commission may obtain from Grantee and from any other source such information relating to the cable communications franchises as any member is entitled to obtain from Grantee or others. Section 7. 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 8. 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 9. The Commission may delegate authority to its executive committee. Such delegation of authority shall be by motion of the Commission and may be conditioned in such a manner as the Commission may determine. Section 10. The Commission shall adopt By -Laws which may be amended from time to time. Section 11. The Commission shall be responsible for the PEG access channels and local community media, including_cable television programming within or for the geographic area of the Member cities of the Commission Should any Member withdraw from the Commission as ofthe date of any renewal of the Cable Television Franchise Ordinance, or in any year thereafter, the withdrawing Member shall assume all responsibility for PEG access cable television channels and programming within or for the geographic boundaries ofthe withdrawing municipality, as more specifically delineated in Article XI, Section 3, of this Agreement. Section 12. The Commission may designate an entity or entities to perform any functions the Commission deems necessary relative to the Commission's responsibility for community programming. The Commission may provide funds, support services, and the use of equipment and property to the designated entity, provided that title to all equipment and property shall not pass to the designated entity without the prior approval of all directors. 4 IX. OFFICERS Section 1. The officers of the Commission shall consist of a chair, a vice -chair, and a secretary/treasurer. Officers of the Commission shall be elected annually for one-year terms. Officers shall be limited to two consecutive one-year terms in a given office. Section 2. A vacancy in the office of chair, vice -chair, or secretary/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 three officers shall all be members of the executive committee. Section 4. The chair shall preside at all meetings of the Commission 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 Commission and executive committee and 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 secretary/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 6. 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 secretary/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 in direct proportion to the percent of annual franchise fee revenues of each Member to the total franchise fee revenues of the System for the prior year multiplied by the Commission's total annual assessment to the Members. Section 4. A proposed budget for the ensuing calendar year shall be formulated by the Commission and submitted to the Members on or before October 15. Final action adopting a budget for the ensuing calendar year shall be taken by the Commission on or before December 15 of each year. 5 Section 5. 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 shall become Tess than five. The Commission may also be terminated by mutual agreement of all of the Members at any time. Section 2. In order to prevent obligation for its financial contribution to the Commission for the ensuing year, a Member shall withdraw from the Commission by filing a written notice with the Commission by July 1 of any year giving notice of withdrawal effective at the end of that calendar year; and membership shall continue until the effective date of the withdrawal. Prior to the effective date of withdrawal, a notice of withdrawal may be rescinded by October 15 by a Member. If a Member withdraws before dissolution of the Commission, the Member shall have no claim against the assets of the Commission. A Member withdrawing after October 15 shall be obligated to pay its entire contribution for the ensuing year as outlined in the budget of the Commission for the ensuing year. Section 3. Should any Member withdraw from the Commission, the withdrawing member shall assume the responsibilities for PEG access cable television channels and programming within and for the geographic boundaries ofthe withdrawing municipality as described in Article VIII, section 1 1, herein. Section 4. 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 ofthe 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. 6 IN WITNESS WHEREOF, the undersigned municipality has caused this Agreement to be signed on its behalf this 28' day of . wl t( , 2020. WITNESSED BY: cqy ANGS¢l of by: Filed in the office of the NSCC this Prepared by: Michael R. Bradley Bradley Law, LLC 2145 Woodlane Drive, Suite 106 Woodbury, MN 55125 (651)379-0900 mikebradleylawmn.com S AAAatiy V oi4d o Le 7 Its: Mc yJr day of / , 2020.