Loading...
Agenda - Final f HOPKINS CITY COUNCIL FINAL AGENDA June 5, 2001 7:30 p.m. THIS FINAL AGENDA IS SUBJECT TO CHANGE UNTIL THE START OF THE CITY COUNCil MEETING Schedule: 7:25 pm - HRA Meeting 7:30 pm - City Council meeting Work session at conclusion of City Council meeting. }. CALL TO ORDER ll. OPEN AGENDA - PUBLIC COMMENTS/CONCERNS (Public must fill out a Speaker Request Form. Three minute limit for each person) III. REPORTS - COMMITTEES/COMMISSIONS 1. Chemical Health Commission IV. CONSENT AGENDA 1. Minutes of May 15, 2001 City Council meeting 2. Minutes of May 8, 2001 City Council work session 3. Minutes of May 22, 2001 City Council work session 4. Minutes of May 29, 2001 City Council work session 5. Ratify prior month's disbursements 6. Appointment to Chemical Health Commission, Maxwell (Memo) 7. Authorize use of Lot 300, Farmer's Market, (CR2001-66) - Anderson 8. SuperValu CUP amendment, (CR2001-74) - Stadler 9. Resolution approving the acceptance of the resolution approving the transfer of control of KBL Cablesystems of the Southwest, Inc., the cable television franchisee, to AOL Time Warner, (CR2001-64) - Genellie 10. Resolution approving the amended joint and cooperative agreement, Southwest Suburban Cable Commission, (CR200t~63) - Genellie 11. Resolution resci'nding approval of first readir,g of Cable Franchise for Everest Minnesota lLC, (CR2001-67) - Genellie 12. Approve construction services agreement, SuperValu perishable warehouse, (CR2001-70) - Bot 13. Award contract, Blake Water Tower painting project, (CR2001-76) - Lauseng Vote: Brausen Jensen Hesch Johnson Maxwell QUESTIONS. OR COMMENTS? CALL THE RAZZLE LINE - 939-1421 (The Razzle Line is the City of Hopkins voice message system) V. NEW BUSINESS 1. Approve concept plan Milwaukee/Excelsior/Jackson intersections, (CR2001-75) - Stadler Vote: Brausen Jensen Hesch Johnson Maxwell 2. Order for review and authorize publication AUAR-Medica project, (CR2001-72) - Anderson Vote: Brausen Jensen Hesch Johnson Maxwell 3. Approve Engineering Services agreement, Milwaukee/Excelsior/Jackson intersections, (CR2001-73) - Stadler Vote: Brausen Jensen Hesch Johnson Maxwell 4. Approve cost sharing agreement with Justus Lumber Co, (CR2001-71) - Bot Vote: Brausen Jensen Hesch Johnson Maxwell 5. Approve construction Engineering Services Agreement fees and design services change order, Lot 500/600 project, (CR2001-69) - Bot Vote: Brausen Jensen Hesch Johnson Maxwell 6. First reading of Ordinance 2001-855 repealing Ordinance 2001-850, Cable Franchise for Wide Open West, (CR2001-65) - GeneUie Vote: Brausen Jensen Hesch Johnson Maxwell VI. ADJOURNMENT QUESTIONS OR COMMENTS? CALL THE RAZZLE LINE - 939-1421 (The Razzle Line is the City of Hopkins voice message system) A regular meeting of the Hopkins City Council was held on May 15, 2001, in the Council Chambers of the Hopkins City Hall. Present were Mayor Maxwell and Council Members Brausen, Jensen, Hesch, and Johnson. Also, present were staff members Mielke, Genellie, Stadler, Kerrigan, Elverum, Bot, and City Attorney Jerre Miller. I. CALL TO ORDER Mayor Maxwell called the meeting to order at 7:40 p.m. II. OPEN AGENDA - PUBLIC COMMENTS AND CONCERNS Steve Shaw, 301 Monroe Ave, said the neighborhood had a good meeting with Medica and that the preliminary plans show the requested changes. Mr. Shaw presented a plan for the Exc Blvd/Monroe intersection and highlighted changes that he felt would benefit the neighborhood. Robert Brandel, 345 16th Ave N presented plans showing 'a twelve-foot by thirty-two foot addition to his home. Mr. Brandel said that they would need a variance to build the addition. III. REPORTS - COMMITTEES/COMMISSIONS There were none. IV. PROCLAMATION 1. Arbor Day, Mayor Eugene Maxwell The proclamation was moved to the end of the meeting. Steve Stadler, Director of Public Works, introduced Steve Bot, Assistant City Engineer, to the Council. Mr. Bot began employment with the City on Monday, May 14th. The Council welcomed Mr. Bot. V. CONSENT AGENDA 1. Minutes of May 1, 2001 City Council Meeting 2. Award Contract, 2001 Street/Utility Project (CR2001-60) 3. Accept Donation of Property - Paul Steiner (CR2001-58) 4. Police Mutual Aid Agreement (CR2001-52) 5. Approve Assessments for Lot 750, US Bank (CR2001-57) 6. Second Reading Ordinance 2001-853, Skateboarding (Memo) 7. Approve Miscellaneous Licenses May 15, 2001 City Council Meeting Minutes Page 1 . the square footage of the current plan and on the access to parking. A poll of the vote was as follows: Council Member Brausen, aye; Council Member Jensen, aye; Council Member Hesch, aye; Council Member Johnson, aye; Mayor Maxwell, aye. The motion carried unanimously. Council Member Brausen said that this project came a long way since the beginning and that a go.od precedent has been set for future improvements. Council acknowledged Steve Stadler for his work on the project. Council Member Johnson moved and Council Member Jensen seconded a motion to adopt Resolution 2001-32, Resolution for Adoption of the Assessment Roll, Project 98-1 2, Parking Lots 500 & 600 and 10th and .11 th Aves N Improvements and Resolution 2001-31, Resolution for Award of Bid. A poll of the vote was as follows: Council Member Brausen, aye; Council Member Jensen, aye; Council Member Hesch, aye; Council Member Johnson, aye; Mayor Maxwell, aye. The motion carried unanimously. VI. NEW BUSINESS 1. Approve Application for Livable Communities Demonstration Program (CR2001-59) Kersten Elverum said that as a participating city of the Metropolitan Livable Communities Program, the City is eligible to apply for funds that are designed to fund models for Smart Growth. Smart Growth is defined as forms of development that make better use of land and services that are already in place. Preliminary applications are due May 16, 2001; more detailed plans are due by September 14th, Awards will be made in December 2001. The City will be able to revise the project description in the phase two application if needed, Ms. Elverum briefly reviewed the project and application. Council Member Johnson asked Ms. Elverum to include information about the Hopkins Center for the Arts in her report. Council Member Hesch thanked Ms. Elverum for her diligence on this grant application, for finding the grant, and for bringing it forward. Council Member Hesch moved and Council Member Jensen seconded a motion to approve the submittal of an application to the Livable Communities Demonstration Account program. A poll of the vote was as follows: Council Member Brausen, aye; Council Member Jensen, aye; Council Member Hesch, aye; Council Member Johnson, aye; Mayor Maxwell, aye. The motion carried unanimously. May 15, 2001 City Council Meeting Minutes Page 3 Terry, The low bid for the Lot 500/600 project was 472,617.00 The amount to be assessed is $164,191.15 Thanks. Steve S Sorry it took so long for me to read these. Three things, but if nobody else wants them in the minutes, don't do them completely on my account. First, I thought we directed that at some point we would like to honor Mr. Steiner in the Council Chambers for donating the land. Next, I thought it would be prudent to have it on the record that Council Member Brausen asked Mr. Rolf if he was satisfied with the assessment and the overall process as it ended up, to which Mr. Rolf replied that he was satisfied. Last, I thought there was something Diane added to ~ersten's proposal or am I thinking of the work session? It seemed that Kersten said she had to make a few changes before she drove it down to the Met Council the next day, due to our discussion. Can't remember what it was, though. Diane? Fran I concur, and the item I asked to have included in Kersten's report was to reflect the Hopkins Center for The Arts as one of our assets. Thanks Diane. May 15, 2001 City Council Meeting Minutes Page 5 \ , May 8, 2001 Page 3 government have different property tax revisions. If this preliminary budget will work, it would mean about a $5 per month increase for taxpayers. Council comments on the complete budget presentation were very positive; Ms. Yager said she will not know for a year how it will rate in the competition. . Other Miscellaneous Ms. Hesch said the phone book and internet don't list HCA. Somehow it mustbe put "on par" with other community centers. Ms. Johnson asked what the disbursement for BEKO was for; Mr. Mielke will check. Duluth June 20-22 Ms. Hesch asked that motel reservations be made for her. Mr. Mielke and Mr. Brausen said they plan to attend at least part of the convention. Ms. Johnson will not. Ms. Jensen is not sure. "Let's Talk" Mayor Maxwell noted Chiefs Reid and Beckering nee.d to be present to help convince attendees of the need for the new building. Invitations have been sent. Ms. Hesch suggested people be asked "What have you he~rd?" so Council can better communicate with the community. Mr. Mielke suggested "high point" boards set up around the room; perhaps these could be used after the "what have you heard" section. It was agreed Steve Mielke will do the Vision portion; Karen Jensen will do the Koss Block; Diane Johnson the Medica; Rick Brausen will do the Parking Lot; and Fran Hesch will do East End. _____n________________________________ Retreat This will be next Thursday. Ms Hesch moved adjournment; Ms. Jensen seconded. Meeting adjourned at 9:55 p.m. Kasey Kester, Secretary COUNCIL MEMBERS ATTEST: Eugene J. Maxwell, Mayor . May 22, 2001 Page 3 Audience Response: Asked if more equipment was needed, Chief Beckering said no, the problem is storing what is already present. Someone asked if Medica would add to the load (Answer: no). Other Ms. Johnson announced Hopkins had been chosen as one of the cities for Taste of Minnesota on July 2, 2001, at a meeting at the Depot. Nelson Berg announced the fITst fund raiser for HCA on June 2, "Evening in Paris." Several people who work, but do not reside, in Hopkins complimented the town. The librarian specifically cited the cooperation she has received from the police force; Nora Davis said city staff have always been very supportive. The need to promote Hopkins, both to its own residents and to outside communities was brought up by a couple attendees. Someone commented that coming out on Excelsior Blvd. one does not know when one comes to Hopkins. One person commented he had attended a Land Use meeting and speakers from around the country were explaining their programs - all of which Hopkins already had done. This needs to be told to Hopkins and surrounding areas. Mr. Miller suggested that when study results get done, they should be publicized, and the public get involved. Different groups should be asked to endorse those results. That way a referendum can succeed if it is needed. Meeting closed at 9: 10 p.m. Kasey Kester, Secretary COUNCIL MEMBERS ATTEST: James J Maxwell, Mayor , \ May 29, 2001 Page 3 Women's Clinic Ms. Johnson said she had received a letter about establishing a women's clinic. Mr. Mielke said rezoning for it would present problems and would need the backing of the neighborhood. Miscellaneous Mr. Mielke announced North Hennepin Mediaton is interested in replacing West Suburban. Ms. Jensen said she will not be at the June 5 Council meeting. Fran Hesch said when she was in Suburban Feed on Friday she .was told the Luther people had been there apologizing for not keeping him informed. He got the impression the Luthers felt it was a done deal. She has left a message for Jim Kerrigan. Ms. Johnson asked about a disbursement to Cambridge Apts. Mayor Maxwell said he had checked and it was for rental space for the drug task force. Mr. Mielke said Koss has rented the old Cash-n-Pawn Shop on Harrison Ave. starting in August. Ms Hesch moved adjournment; Ms. Johnson seconded. Meeting adjourned at 10:35 p.m. Kasey Kester, Secretary COUNCIL MEMBERS ATTEST: James J Maxwell, Mayor 4 .. June 5, 2001 Council Report 2001-63 Approve Resolution 2001-34 Approving Amendments to the Joint and Cooperative Agreement Proposed Action Staff recommends adoption of the following motion: Approve Resolution 2001-34 approving the amended Joint and Cooperative Agreement - Southwest Suburban Cable Commission. This result of this motion will be to amend the Joint and Cooperative Agreement the established the Southwest Suburban Cable Commission (SWSCC.) Overview In 1982 the cities of Eden Prairie, Edina, Hopkins, Minnetonka, and Richfield entered into an agreement to facilitate the establishment of a caqle television franchise to serve the five cities. The agreement was amended once in 1985. The SWSCC directed its attomey,Mr. Brian Grogan, to suggest amendments to the agreement that would bring it up to date and in conformance with the manner in which the Commission is now operating. The following is a summary of the significant changes: 1. Removal of language regarding the establishment and first meeting of the Commission. 2. Adding language allowing the Commission to choose a financial review of its finances as opposed to a complete audit. Supportine Information Resolution 2001-34 Amended Joint and Cooperative Agreement Financial Impact: $ None Budgeted: Y IN Related Documents (CIP, ERP, etc.): Notes: Source: City of Hopkins Hennepin County, Minnesota RESOLUTION NO. 2001-34 WHEREAS, the City of Hopkins is a member of the Southwest Suburban Cable Commission; and WHEREAS, the Commission was formed by the adoption of a Joint and Cooperative Agreement between the cities of Eden Prairie, Edina, Hopkins, Minnetonka, and Richfield in 1982 in order to facilitate the establishment of a cable television franchise; and WHEREAS, the Commission has recommended that the Joint and Cooperative Agreement be amended to remove outdated language and improve the operation of the Commission, NOW THEREFORE BE IT RESOLVED, that the City Council of the City of Hopkins hereby approves the Amended Joint and Cooperative Agreement - Southwest Suburban Cable Commission. Adopted by the City Council of the City of Hopkins this 5th day of June 2001. By Gene Maxwell, Mayor ATTEST: Terry Obermaier, City Clerk AMRNDED JOINT AND COOPERATIVE AGREEMENT SOIJTHWRS1S11RIJRRAN CARI~R COMMISSION ARTICLE I. PREAMBLE The Parties parties to this Agreement are governmental units of the State of Minnesota. This Agreement slij)ersedes any prior Aereement hetween the parties covering the estahlishment of a Cahle Commllnic.ati.ons Commis.sion.and is made pursuant to Minnesota Statutes ~21R OR and S471.59-lls amended.. ARTICI,E. II. GENERAL PURPOSE The general purpose of the Agreement is to establish an organization to. analyze the operation and Systems of the Parties M.emher Cities; to coordinate administration and enforcement of the respective Franchises of the Parties Memher Cities; to report and recommend to the Pafiies Memher Cities relative to the operation of their respective Systems and the activities of their respective Grantees; and to perform such other duties as are required of the organization hereby created pursuant to this Agreement. ARTICLE III. NAME The name of the organization hereby created is Southwest Suburban Cable Commission. ARTIeI,E IV. DEFINITION OF TERMS Section 1. Definitions. For the purpose of this Agreement, the terms defined in this Article shall have the meanings given them by this Article. Section 2. "Boafd"~oar~ or "Board of Directors" means the governing body of the Commission. Section 3. Section 4. Section 5. "Commission" means the organization created pursuant to this Agreement. "Council" means the governing body of a Party Memb~~. "Directors" means the persons appointed pursuant to this Agreement to serve as Directors, and includes alternate Directors when serving as Directors. Section 6. "Franchise" means the cablc COffiffiUflieati0H:3 ordinance of each Party any Cahle Television Franchise granted hy a Memher City to this Agreement. Section 7. Franchise. "Grantee" means the ~ person to whom each Party a M em her City has granted a 392644/RED Section 8. ~a ~ers' Committee" means the committee consisting of the }..dmiaistrative Direetor desigaates of eaeh Party. Director of each Memher City who is the city manaeer or his or her alternate Seetioa 9. "Party so Section <) "M em her Ci~" means a municipality which has entered into this Agreement and is in gooilltanding. Section 10. "System" means the ~ cable communications system operated within each Paf:ty pursuant to that Party's .f:'ranehise. Member City pursuanttu...aMemher City's Franchise Y. PARTIES ARTTCLR V. MEMRRR CTTTF,S The ffitlHieipalities eligible to beeome the original Parties The Memhet.Cities to this Agreement are Eden Prairie, Edina, Hopkins, Minnetonka and Richfield. Any other municipality served by a System through the same Grantee as the original Parties Memher Cities to this A~reement may become a Party Member City upon approval by all of the then Ptffiies.; MemherL:i~ Eligible municipalities Rot a Party at the time of the first meeting deseribed in ~'\rtie1e VIII, Seetion 3, may beeome a Party may hecome a MembeLCity effective January I of any year thereafter, upon approval by a two-thirds (2/3) vote of the total Directors and upon payment of the initial contribution set out in Article XI, Section 2 hereof, and contributions for the year it becomes a ptlfty; Mem her City ARTICLE VI. EFFECTIVE DATE Section 1 Execution of A ~reement. A municipality shall enter into this Agreement by duly executing a copy of this Agreement and by filiag sueh COP), together 7.ith a certified COP) of the authorizing resolutioa, '.{ith the City :Manager of the City of Edina, but after the Commission Chairman is eleeted, sueh doeuments shall be filed with said Chairman. This Agreement shaU beeome eff-eetive '.\--'hea it has been eatered iato by all of the origiaal eligible muaieipalities. action of its Council anel the authorizing execution of a copy of1his Aen~ement hy it&...authorize.d officers Whereupon the clerk or other...appropriate~cer ofthatmuniclpal1ty shall fi1~ly executed copy of this Aereement with the Commission Sec1ion2.. EffectiY-.e.Date This A~reementis effective on the elate executeel hy all oftkMemher Cities.. ARTTCT,R VII. POWERS AND DUTIES OF THE COl\1MISSION AND PARTIES 392644/RED 2 Section 1. General Authority. The Commission is established for the purposes of coordinating administration and enforcement of the individual Franchises of the Paffies Memher Cities and providing uniformity in that administration and enforcement to insure that the System of the Grantee is constructed, operated, maintained and upgraded in a manner that will, to the extent possible, be to the maximum benefit of each Pftfty Memher City. To accomplish this purpose, the following divisions are made of authority and responsibilities among the Pafties Memher Cities and the Commission. Section 2. Party Memher Cit}!" Powers and Duties. The Commission shall have only such powers and duties as are specifically granted in this Agreement or necessarily implied from those specifically granted. All powers and duties not so granted or necessarily implied are reserved to the Parties Mem.beL.Cities. Specifically, the Commission shall have no powers and duties in the following areas and the Parties Meml1eLCities retain sole authority in the following areas: A. General Powers. Each Party Membe~ retains authority to amend and renew its Franchise, initiate and defend lawsuits, and prosecute violations of its Franchise. B. Permits and Licenses. Each ~ Memher City retains authority to issue all required permits and licenses for the construction and operation of the System. Section 3. Powers and Duties of the Commission. Subject to the provisions of Section 2, the following powers and duties are delegated by the Pftfties Memb~ies to the Commission. A. Policy Decisions and Recommendations. The Commission shall make policy decisions and recommendations to Pftfties Memher Cities on the following: 1) Enforcement of Laws. Enforcement of laws, regulations and ordinances, related to cable communications, against Grantee and others. 2) Insurance Policies and Letters of Credit. The content and adequacy of insurance policies and letters of credit. 3) Marketing Practices. Review and report to the Parties MemheLCities on any marketing practices or subscription contracts which may be contrary to any of the Franchises, or which are not uniform in each PtlTty; Mem her City ~ . Grantinf! of.Eranchi~e~ The f!l1l11Lnfnew..franchi~e~ hy MemheL.Citie~ 392644/RED 3 B. Complaints Relating to Grantee Actions. Receive, collect, tabulate and attempt to resolve by negotiation with Grantee all customer complaints and report to the affected Pftt:ty Memher City all unresolved complaints. C. Institutional Network. Monitor development of the institutional networks in each P-afty Memher City and work with Grantee to promote prompt completion of the institutional network in each P-afty Memher City. D. Cable Programming, Content, Scope, Alterations in Programming Services. Deal with all matters relating to programming on its own initiation or upon request of a P-afty Memher City. E. Access and Local Origination. Encourage and promote the use and development of access channels and programming, and local origination programming" work with Grantee to coordinate such development and programming in each P-afty Memher City, including the development of rules, training of persons and the use and maintenance of equipment. F. Performance Evaluation. Cause technical evaluations of the System whenever the Commission, in its sole discretion, concludes that such evaluations are required or desirable, including the periodic review and evaluation specified in the Pftt:ties-!. Member Cit1es..:. Franchises. G. Grantee Rules. Help to develop Grantee's rules regarding development and supervision of the System including, but not limited to, public access, local origination and line extensions. H. Technology and State of Art Review. COfltinuousl) re~/ie'.v Review .changes and developments in the cable communications industry and facilitate the upgrading of the System. 1. Statutory and Regulatory Changes. PerioaieaUy ad~/ise Fhe Parties Advise the Memher Cities of any required or recommended Franchise amendments. J. Interconnection with Other Systems. Monitor the planning and development of the regional interconnection of the System with other cable television systems and supervise the implementation of interconnection to the extent not requiring Franchise amendment. K. Lobbying of CommissioR _Commission Policy at Other Governmental Levels. BpetHt uflaflimous ~/ote of all the Direetors, the Commissiofl mfr) preseRt Present its policies to other governmental bodies involved in the regulation or operation of cable communications. 392644/RED 4 L. Mediation ofParties/GntRtee MembeLCitiesLGrantee Disputes. Mediate disputes arising between a Ptlrty Memher City and the Grantee when and if submitted to the Commission for resolution upon the mutual agreement of that Pftfiy Memher City, the Grantee and the Commission. M. Franchise Fees; Grantee Audits. Coordinate payment of franchise fees to the Parties Memher Cities; examine books and records of Grantee and conduct any audits it deems appropriate and as may be required by the Franchises. N. .Qi.fm. In appropriate circumstances, the CommissioR 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 O. Annual Report. ~\t the beginning of eaeh year, prepare a Erepar~--'l1lllUa1 report to the Paflies MemheLCities describing and summarizing its functions and activities for the preceding year. P. Coordination and Defense of Civil Lawsuits. CommissioR may, at the request of a Party or Parties, pfo""...ide :e.roride assistance and coordination regarding the defense of any lawsuit pertaining to cable communications, or the enforcement of Franchises. Any such requested assistance or coordination s hall shall be paid for by the Party or Parties MemberEity or M emherLities requesting its Def-cnse defense of lawsuits in which the commission Commission is named as a defendant shall be handled in a manner decided by the Commission. Q. Rates and Charges. 1faintaiR Io--.the extent pennitte<h1ncler the law maintain records of rates and charges and evaluate changes requested by Grantee; advise and recommend to the Parries Me.mher Cities as to all requested rate or charge changes; obtain from Grantee and from any other source, such information relating to rates, costs and service levels as any Party Member City is entitled to obtain from Grantee or others; and conduct hearings as the Commission deems appropriate. R. Contracts. Make such contracts and enter into such agreements as it deems necessary to make effective any power granted to it or perform any duties imposed upon it by this Agreement or delegated to it by a Pftfiy Memher City. The Commission may contract with any of the Parties Member Cities or others to provide to it space, services or materials. S. Consultants and Legal Counsel. Contract with such persons as it deems necessary to accomplish its powers and duties. 392644/RED 5 I.. :em.cedures Relating to the Governance of Commission Operations Notwithstancline- any provision contained in this Ae;reement with respect to the operatine- procedures of the Commission the Commission is herehy authorized to estahlish from time to time hylaws or other policies and procedures r.elatine- to its own governance and operations including procedures relating to meetine;s dates of meetings agendas in forrnati~contained...on...agendas_andJhejimctions~-.Manae-ers' (;onunitte~ Commission A RTTCLE VIII. BOARD OF DIRECTORS Section 1. General Powers. The property, affairs and business of this Commission shall be managed by the Board of Directors. Section 2. Qualifications; Appointment; Notices. Each Pftfty Memher CifX shall be entitled to two (2) Directors and two (2) alternate Directors. Each alternate shall serve as a Director when the Director for which he/she is an altematecannot serve or is absent. One (1) Director and his/her alternate shall be a member of that ~ Mem.heLCity's Council. The other Director and his/her alternate shall be an administrator or staff member having, or likely to have, administrative responsibility for that ~ Memher City's System. Directors and alternates shall be appointed by the Council of each Pafty MemheLCity at the time it becomes a Pafty Member City. When a Council appoints a Director, it shall give written notice initially of such appointment to the City 11anager of the City of Edina, but after the Chairman is elected, slieh notice shall be gi{cn to the then Chairman Chair. Such notice shall include the mailing address of the person so appointed. The names and addresses shown on such notices as the same may be challenged by subsequent notices given in writing, may be used as the official names and addresses for the purpose of giving notices to such persons for all purposes under this Agreement, including meetings of the Commission. Section 3. First :Meeting. '.Vithin thirty (30) days aftcr the effccth'e date of this ,A..greementr the :Manager of the City of :faina shall eall the fl:fst meeting of the eommissionr which shall be held no later than fifteen (15) aa} s thereafter. Section 4. Officers Selection. At the first meeting of the Commission and at each annual meeting thereafter while the Commission is in existence, the Commission shall elect the Commission officers from its Directors. Section 5. By La7/s. At the first meeting, or as soon thereafter as it reasonably may be done, the i.~ T ,aws The Commission shall adopt By-Laws governing its procedures including the time, place and frequency of its 392644/RED 6 regular meetings, and the time and place of its annual meeting. The Commission may amend the By-Laws from time to time. The By La'.v3 ma) be amended by either of the following methods: A. A proposed By-Law amendment may be submitted by a Director at any regular meeting. It shall then be referred to the Operating Mana~ers' Committee for its recommendation. The recommendation shall be presented to the Board at a regular meeting and voted upon at that or a subsequent meeting of the Commission; or B. A proposed By-Law amendment may be submitted by a Director by giving written notice thereof to all other Directors at least fourteen (14) days prior to a regular meeting at which it is to be acted on. The proposed amendment shall then be referred to the Operating Managers.:. Committee for its recommendation. The recommendation shall be presented to the Board at the meeting stated in said notice and voted upon at that or a subsequent meeting of the Commission. In no event shall a proposed By-Law amendment be acted upon without a review by the Opemtia.g ManaeenL Committee of not more than sixty (60) days. Section 6 ~. Compensation. Directors shall serve without compensation from the Commission no matter in what capacity they serve, but this shall not prevent a Paffy Member City from providing compensation for its Directors if such compensation is authorized by the Paffy Member City and by law. Section =t Q. Voting. There shall be no voting by proxy. Each Director shall have one (1) vote. Votes must be cast at a Commission meeting. Directors shall not be eligible to vote during the time the Party Memher City that appointed such Directors is in default on any contribution or payment to the Commission. During the existence of such default, the votes allotted to such Party Memh~ shall not be counted for any purposes under this Agreement. Section 8-1. Term; Resignation. Directors shall serve, at the pleasure of the Council appointing them, a term of two (2) years. In the case of Council member Directors, his/her term shall automatically cease when his/her term as a Council member is ended. Likewise, the term of a Director that is an administrator or staff member of a Party Memher City shall cease upon termination of that person's employment with the appointing Party Memher City. Directors may be reappointed at the pleasure of the Council appointing them. A Director may resign at any time by giving written notice to the Chairman of the Commissioa. Chair, effective upon the date stated in said 392644/RED 7 . notice, or if no date is stated, effective upon receipt by Chairman Chair. Acceptance of a resignation is not necessary to make it effective. Section 9 a. Vacancies. A vacancy on the Commission, created by any cause, shall be filled, for the remaining term of the prior Director, by the Council of the Party Memher City whose Director position on the Commission is vacant. Section lG 2. Quorum and Manner of Action. Except as provided in Article VII, Section 3, Paragraph K, a majority of the Directors shall constitute a quorum of the Commission, and the act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board. In the absence of A a quorum, a majority of the Directors present may adjourn any meeting from time to time until a quorum is present. Notice of any adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken. If a quorum is present when a duly called meeting is convened, the Directors present may adjourn the meeting, notwithstanding that the withdrawal of a number of Directors originally present leaves less than a quorum. No other business shall be transacted. Section H m Annual and Regular Meetings An annual meeting of the Commission shall be held in April of each year to elect officers of the Commission and for transaction of any other business to come before the meeting. Regular meetings shall be held at such times and places as shall be established in the By-Laws of the Commission. Section H li. Special Meetings. Special meetings of the Commission may be called fi1-hy~ the Chairman, (ii) 6) Chair eii) hy the Operating Managers' Committee, or (m) by the Chairman or operating(iii)J>-y_the Chair or Manaeers..:. Committee upon the written request ofa majority of the Directors. Five (5) tia:ys-! ~ written notice of special meetings shall be given to the Directors. Such notice shall include the agenda for the special meeting. Only matters set forth in the agenda shall be considered at the special meeting. Section H 12. Notice. Notice of regular and annual meetings of the Commission shall be given to the Directors by the Seeretary/Treasarer at least seven (7) days in advance and the agenda for such meetings shall accompany the notice. Business at regular meetings of the Commission is not limited to matters set forth in the agenda. 392644/RED 8 Section -l-4 U. Notices Excused. Any meeting of the Board shall be a legal meeting without any notice thereof having been given if all of the Directors then in office are present at the meeting or waive notice in writing before, at or after the meeting. ARTIeI iF: IX. OFFICERS Section 1. Number; Election; Qualifications. The officers of the Commission shall consist of a Chairman, ~ a Vice Chairman Chair and a Secretary/Treasurer. Each officer shall be elected at the annual meeting by the Board and shall hold office until the next annual election of officers and until his/her successor shall have been elected and have qualified or until his/her earlier disqualification, death, resignation or removal. All officers shall be Directors. New officers shall take office at the adjournment of the annual meeting of the Commission at which they were elected. Not more than one (1) Director of a P-ai=ty MemheLCi~ shall be elected an officer during the saine term. Directors of a Party Memher City that have given notice of withdrawal shall not be eligible to become officers or to vote on the selection of officers. Any officer who ceases to be a Director shall at the same time cease to be an officer. Section 2. Resignation. Any officer of the Commission may resign at any time by giving written notice of his/her resignation to the Board, to the Chairman Chair or to the Secretary/Treasurer of this Commission. The resignation shall take effect at the time, if any, specified therein or, if no time is specified therein, upon receipt thereofby said Board, Chairman Chair or Secretary/Treasurer. The acceptance of a resignation shall not be necessary to make it effective. Section 3. Removal. Any officer may be removed, with or without cause, by a vote of four-fifths (4/5) of the total number of Directors, at any meeting of the Board, provided that such purpose is stated in the notice or waiver of notice of the meeting unless all of the Directors of this Commission are present at the meeting. Section 4. Vacancies. A vacancy in any office because of disqualification, death, resignation or removal shall be filled for the unexpired portion of the term in the manner prescribed herein for election to that office. Section 5. Chairmaft; ~ Vice Chairman. Chair. The Chairman Chair shall preside at all meetings of the Commission and shall perform all duties incident to the office of Chairman Chair and such other duties as may be delegated by the Commission. The Vice Chairman Chair shall act as Chairman Chair in the absence of the Chairman Chair. 392644/RED 9 Section 6. Secretary/Treasurer. The Secretary/Treasurer shall be a Director who is an administrator or staff member of a Pttftj' Memher City. He/she shall be responsible for keeping a record of all of the proceedings of the Commission and Operating M:mae-eoc Committee and shall serve as the Chairmaa Chair of the Operating Managers' Committee. The Secretary/Treasurer shallsead writtca H.etiee aad material pertammg to agenda items to eaeh Direetor. He/she shall have custody of the Commission's funds, shall pay its bills, shall keep its fmancial records and generally conduct the financial affairs of the Commission. The Secretary/Treasurer He/she shall be responsible for such other matters as shall be delegated to him/her by the Commission. Orders, checks and drafts of the Commission shall require the signatures signatur.e of the Secretary/ Treasurer and one (1) ether Director from a Party other than that of the secretary/Treasurer. In conducting the Commission's fmancial affairs, the Secretary/Treasurer shall, at all times, act in accordance with generally accepted accounting principles. The Secretary/Treasurer's repefls ~, including any bills or claims to be acted upon by the Commission, shall be distributed to all Directors not less than five (5) days prior to the meeting at which action on such bills or claims is to be taken. The Secretary/Treasurer shall post a fidelity bond or other insurance in an amount, on terms and with a company approved by the Commission. The Commission shall bear the cost of the bond or insurance. Said fidelity bond or other insurance shall cover all persons authorized to handle funds of the Commission. Any persons may be engaged to perform such services under the Secretary/Treasurer's supervision and direction, when authorized by the Commission. Section 7. Other Officers. The Commission may appoint such other officers as it deems necessary. All such officers shall be Directors. Section 8. Committees. The Commission may appoint such committees as it deems necessary or desirable to accomplish its purposes. ARTICLE X. OPERr\TINC MANAG~ COMMITTEE Section 1. Qualifications. The Operating M anag~ Committee shall consist of the administrator or staff member Director appointed by each Pat=ty Member City. Section 2. Authority. The Operating Manae-ers' Committee shall have the authority to manage the property, affairs and business of the Commission between Commission meetings, to the extent specifically delegated by the By-Laws or resolution of the Board, but at all times, shall be subject to the control and direction of the Board. 392644/RED 10 Section 3. Meetings. The Operating ManalleOC Committee shall meet monthly as...necessa.t}': at a time and place to be determined by the Operating Mana{;.Ter~' Committee. Special meetings may be called by-the Chairmflfl of the Operating committee or by any other two (2) members of the operating Manager~' Committee or by the Commission. The date and place of the special meeting shall be fIxed by the person or persons calling it. At least seventy-two (72) hours (from the time of mailing) advance written notice of a special meeting shall be given to all members of the Operating Manage~ Committee by the person or persons calling the meeting. The notice shall state the matters to be considered at the special meeting and only those matters shall be considered at that meeting. Section 4. Personnel. The Operating Mana~ers' Committee shall have authority to hire, supervise and discharge full or part time employees but their compensation shall be within budget limitations. The Opera-ting Mana e;ers' Committee may make any required employer contributions which local government units are authorized or required to make by law. Section 5. Notices Excused. The provisions of Article VIII, Section -1-413, shall apply to meetings of the Operating Mana~ers' Committee. Section 6. Quorum and Manner of Action. The provisions of Article VIII, Section W 2, shall apply to meetings of the Operating Managers' Committee. ARTICLE XI. FINANCIAL MATTERS Section 1. Section 2. Fiscal Year. The fiscal year of the Commission shall be the calendar year. Initial Contributions. An initial contribution of Two Thousand Five Hundred Dollars ($2,500.00) shall be made to the Commission by each Pftrty Memher City at the time it becomes a Party:- Member ~ Seetion 3. Balanee of 1982 Expenses. All 1982 expenses in exeess of the initial contritmtions shall be shared on the same ratio that each Party's FrftRehise fee for the fiseal year endiflg ~\ugust 31, 1982 bears to the total Fraflchise fees for all Parties for that period. Coatributimls for 1982 expenses shall be paid by the Parties at sueh time or times as the Commission shall detefffi.ine. Scetion 4. Section 3 Contribution for Subsequent Years. Eaeh Party Reg-inning in the calendar Year 2001 and for...each year thereafter ~emher City shall contrihnte Two Thollsand Five-.Hundred-1lnd Noll 00 Dollars ($2500 om Budget affiQllnts recruited in excess of this minimllm amount shall he paid hy e.ach.Mem.b~ City contrihllting Each Memher City shall contribute an amount which bears the same ratio to the total budget as 392644/RED 11 that ~ Memher City'~ franchise fees received for the period ending August 31 of the year prior to the year for which such budget has been prepared bears to the total franchise fees received for such prior period by all of the Pftffies Memher Cities combined, or such other amount or ratio as is agreed to by all of the Directors by August 1 of the year prior to the year for which such budget has been prepared and approved by the Council of each Ptffiy Memher City. However, in any event, no ~ Memher City'~ contribution shall exceed the franchise fees received in such prior year by such Party Memher City. Section -5~. Payment Contributions, pursuant to Section 4 3" shall be due in full on each January 15, or by such installment method as the Commission shall determine. Section 6 ~. Default Contributions shall be due in full, or in accordance with an installment plan, within thirty (30) days after the date of the billing statement from the Commission. If payment has not been made within that time, a Party MembeLCity will be in default The Commission may recover any contribution in default by a civil suit, and the defaulting Patty Memh~, in such case, ShaH shall pay all costs of the suit, including reasonable attorneys' fees. Section n. Budget Proce~s A proposed hlldg-eL 7. Budget Process. A. Budget Process for Balance of 1982. Vlithin thirt) (30) days aftcr the effecth'e date of this Agreement, the C0mmissioft shall prepare and submit to the Parties a budget for the balance of 1982. This budget shall become effccth'c l.:1pon appro tal b) a maj0rit) 0fthe Parties. B. Budget Process for Subsequent Years. .^... proposed budget for subsequent years shall be formulated and approved by the Commission and suhmitted to the Parties on or before .^...ugust 1 of at-.the Octoher Commission meeting each year. No budget shall become effective unless approved by resolution oftne C0uncils ofa majority of the Pftffies MembeLCities. If any Council approves a proposed budget prior to notice having been received by its Directors of the withdrawal of any Patty Member City (which may be done by notice given prior to October 1 of any .year), that approval shall not be binding on that Party Memher City, but that Council may reconsider such prior approval of the budget All parties shall endeavor to approve the proposed budget on or before No tem.ber Decemher of each year. If the budget is not approved, the Commission shall promptly formulate a revised budget and submit it to the Pftffies Memhe.LCities for their review and approval. This process shall be continued until a budget is approved. The P-aflies Mem her Cities shall use their best efforts to approve a budget for the then succeeding year by December 31 of each year. 392644/RED 12 Section g. 1. Expenditures. The Commission may expend its funds as it deems necessary and appropriate pursuant to this Agreement. Section 9. ARiR1al K" Audit. The Commission's fmancial books and records shall be audited fer-.the thcn prior calendar year OR or before July I of eaeh ycar o.ueviewed hy anindependent fimmcial advi~or and approved hy the Commi~~ion at le.astJ)nc~ery two (2) year~, or at such other times as the Commission may direct, by ttfl independent ooclitor designated aRd apprmrecl by the COfl'ffilissioR. A copy of the audit report shall be given to each P-arty Memher City. The Commission's books and records shall be available for and open to examination and copying by the Patties Member Cities and their respective representatives at all reasonable times. KI ARTICI,F: XU. WITHDRAWAL Section 1. Withdrawal. Any Party Memhe.r...City may withdraw from this Agreement effective on January 1 of any year by giving notice pursuant to Section 2 of this Article prior to October 1 of the preceding year. Section 2. Notice. In order to effectuate a withdrawal, a Party MemherCity withdrawing from the Commission shall give written notice to the ChainRafl Chair of the Commission, served personally on the ChairmaR Chair or addressed to the ChainRafl Chair at the address shown on the records of the Commission, and by giving with such notice a certified copy of a resolution of its Council stating its decision to withdraw from the Commission. The withdrawal shall be effective upon actual receipt by the Chairman Chair of such notice and resolution. The withdrawing Party Member ~ shall have the responsibility for such actual receipt by the Chairman Chair. Upon receipt of such notice and resolution, the Chairmaa Chair of the Commission shall forward a copy of the notice and resolution to each Director. Section 3. Financial Effect of Withdrawal. No fmancial benefit shall inure to a PtH=ty MemheLCity that withdraws from this Commission nor shall there be any reimbursement for any contribution made by the withdrawn Pat=ty; Memher City ~ ARTICI,F: XUT. AMENDMENTS Section 1. Amendments. This Agreement may be amended only by written amendment entered into by all the then Parties Memher Cities to this Agreement in the same manner as this Agreement is entered into pursuant to Article VI hereof. 392644/RED 13 *HI ARTICI,F: XIV. DISSOLUTION Section 1. Duration of Commission. The Commission may continue for a term up to and including the date the Franchises of the Parties MembeLCities expire. The Commission shall be dissolved if less than four (4) Parties Memher ~itks remain, or by operation of state or federal law or regulation, now or hereafter enacted, or by mutual signed agreement of all of the Ptffiies Memher Cities. Section 2. Distribution of Assets. Upon dissolution of the Commission, all remaining assets of the Commission, after payment of all obligations, shall be distributed among the Parties Memher..Cities that are Parties Memher ~ities to the Agreement at the time of dissolution, in proportion to their contributions and in accordance with procedures established by the Commission. The Commission shall continue to exist after dissolution for such period, no longer than six (6) months, as is necessary to wind up its affairs, but for no other purposes. KJV ARTICI,F: XV. PRIOR AGREEMENTS SUPERSEDED This Agreement, when effective, supersedes all previous agreements between the PtHties Memhe.r....Cities hereto establishing a joint cable communications commission. IN WITNESS WHEREOF, the undersigned ffil:1ftieipality has municipalities...haYe caused this Agreement to be signed on its behalf this 26th day of , 1982. theiLhehalf DATED' CITY OF EDINA, MINNESOTA 4R01 West 50th Street Edina MN 55424-1194 By' Hy' Its' M:ma~er/~lerk Its' Mayor DATFD' CITY OF EDEN PRAIRIE, MINNESOTA RORO MitchelLRoad Eden Prairie MN 55344-44R5 By' B~ Its' Mana~er/~lerk Its-=-Ma~ DA TED' ~ITY OF HOPKINS MTNNFSOT A 1010 1 sLStreet South Hopkins MN 5-;141-7573 392644/RED 14 ~ Its' Manager/.cIerk DA TED' Hy' Its' Manaf!er/(;lerk DATFD' ~ Its' Manager/(;lerk 392644/RED By' Its' Mayor (;ITY OF MTNNFTONK A MTNNFSOT A l41100 Minnetonka Houlevaro Minnetonka MN .5.5~4.5 ~ Its' Mayor CITY OF RI(;HFIFI D MTNNFSOT A 11700 Portlano A venue Richfield MN .5.542~-2.599 Hy' Its' Ma}WI 15 FIRST A1.fENDl\fENT TO JOINT ;\}-ID COOPE~\TIVE .A..GREE1.fENT This First ~\mcRdmeat to Joint aad Coopeftlti'/e .A..greemeat, made and entered into this _ day of , , by fffid betv;een the CITIES OF EDItU.., EDEN PR.A..IRIE, :MItJNETONK...\, RICHFIELD and nOPKINS, 1.HNNESOTA, eonstitutes the First ~\mendmeat to that eeliaia Joint and Cooperathre Agreement now existing aRd entered into by eaeh of the abo';e Cities to create the Southwest Suburban Cable Commission; and this First ~\meftdm.eftt is m.ade to record the agreements by eaeh of the 1.fem.ber cities and in eORsideratioR of the mutual promises ef .eaeh of the :Mem.ber Cities: 1. ;\rticle XI, Financiall\fattcrs, Seetioft 4, Contribution for Subsequent Years, is amendcd t-o reaa as fello y{S: ScctioR 4. ContributioR for Subseqtlent Ycars. Beginning in the caleRaa-r Ycar 1986 and for cach veer thereafter, each Party shall contribute T'yve ThousaRd Pi'/e Hundred and No/IOO Dollars ($2,500.00). Budgct a-mounts recruited ift excess of this miftimum. amOllBt shall be paid by each Part) cORtributing. Eaeh party shall eOfttrwl:lte a-ft amOl:lflt v;hich bears the same ratio to the total budget as that Part)'s fra-nehise fees reeei'/ed for the period endiflg ~\ugust 31 of the) ear prior to the year for ':;hich sueh budget has bef:iR prepared bears to thc total franchise fees reeeived for sueh prior period by all of the Parties com.emcd, or sueh other amouflt or ratio as is agreed to by all of the Direetors by .August 1 of the year prior to the year for whieh sueh budget has beeR prepared aRd approved by the C01:lfleil of eaeh Party. However, iH a-ft)' eveflt, ftO Party's contribution shall exeeed the franehise fees recci y ed in sueh prior year by Stieh Party. 2. The Cities hereby expressly agree that all of the other terms and eOftditions of said Jomt and Cooperative Agreemeat remam iH full foree and effect and are flOt affected by the terms afld conditioHs of this First ~\mcfldmeflt except as explicitly pro'y idea hereiR. IN '.VITNESS Vt'HEREOF, the cities hereto ha-.re Emused this First ;\mendment to Joint aftd Coopcrative /..greement to be aul) executed the date first abo';e '.vrittea. SECOND ~\1.fEl'IDl\fENT TO JOINT Al'ID COOPE~\TIVE AGREE~fENT This Seeoftd Ameftdment to Joiftt a-nd Cooperati'/c /..greemeflt, maae and entered into this day of , ,by and betv;eefl the CITIES OF EDIN/.., EDEN PR.:\IRIE, l\HNNETONK.\, RICHFIELD a-nd HOPKINS, l\HNNESOTA, eonstitutes the Second f..meflamoot to that certain Joim aRd Cooper-athe /..greemeRt ftO'I; cxistiRg and entered ill-to by each of the abo'/e cities to ereate the Southv;est Suburba-ft Cable Cemm.ission; and this SeCORd .A..m.endmcnt is macle to record the agreements by each of the.Member cities a-nd in considcration of the mutual promises of each of the 1iember Cities: 1. /..rtie1e VII, Sectioft 3, to add a nc';; paragraph T to read as follo"I';S: VII. Po\.'ers and Duties of the Commission and Parties. Seetioft 3. Po YO ers and Duties of the Commissioft. Subject to the provisions of Section 2, the folIo ydng pov/ers a-ftd duties are aelegated b) the Parties to the Cemm.issioft: T. Procedures Relating to the GO'/ema-Ree of Commission OpcratioRs. Notwithstaftdiftg afty provisioft cORtaifted ift this Agreemoot, with reSf'ect to the operatiag procedures of the Commissioft, the Commission is hereb) authorized to establish from time to time b)'la'.vs or other policies and procedures re1atmg to its O\7,;ft gO"/emance aad operatioftS, ifteluding procedures relatiftg to meetings, dates of meetings, ageftdas, iftformation eOfttaiRed OR agenaas a-nd the Rlftctiofts of the Operatiftg Committee a-nd Commission. IN 'NITNESS \VHEREOF, the Cities hereto ha'..e caused this Seeond .A..meHdment to Jomt aftd Coopcrative Agi'eemeftt to be dlii)' executed the date fITst abo\ e '.vritteft. 392644/RED 16 ~, ~ June 5, 2001 Council Report 2001-64 Approve Resolution 2001-33 Approving Transfer of Control of the Cable Television System Proposed Action Staff recommends adoption of the following motion: Approve Resolution 2001-33 approv.ing the Acceptance of the Resolution Approving the Transfer of Control ofKBL Cablesytems of the Southwest, Inc., the Cable Television Franchisee, to AOL Time Warner. This result of this motion will be to complete the transfer of control of the cable system currently serving Hopkins to the company formed by the merger of Time Warner and AOL. Overview In January 2000, America Online, Inc. and Time Warner, Inc. announced a merger. The new company became AOL Time Warner, Inc. Because Hopkins was served by a subsidiary of Time Warner, the proposed merger and resulting transfer of control required approval under our franchise and Minnesota Law. The City Council held a public hearing and passed Resolution 2000-12 in April 2000 approving the transfer of control. Resolution 2000-12 required AOL Time Warner to perform several actions including returning a signed acceptance of Resolution 2000-12 within 30 days of the transfer closing. The closing took place and AOL Time Warner has complied with all of the requirements of Resolution 2000-12 but neglected to sign the acceptance document. At the April 25 Southwest Suburban Cable Commission meeting, AOL Time Warner promised to. sign and return the document. The Commission directed its attorney to draft a resolution for each city that would extend the time limit for submitting the acceptance document. Supportine Information Resolution 2001-33 a es Genellie ssistant City Manager Financial Impact: $ None Budgeted: Y/N Related Documents (CIP, ERP, etc.): Notes: Source: "" RESOLUTION NO. 2001-33 APPROVING THE ACCEPTANCE OF THE RESOLUTION APPROVING THE TRANSFER OF CONTROL OF KBL CABLESYSTEMS OF THE SOUTHWEST, INC., THE CABLE TELEVISION FRANCHISEE, TO AOL TIME WARNER WHEREAS, the City of Hopkins, Minnesota ("City") passed and adopted Resolution No. 2000-12,.approving the transfer of control of KBL Cablesystems of the Southwest, Inc. to AOL Time Warner ("Franchisee") subject to certain specified criteria including, but not limited to, the receipt of a signed Acceptance upon thirty (30) days of the date of the transfer closing. WHEREAS, AOL Time Warner inadvertently.failed to execute and forward a signed Acceptance upon thirty (30) days of the date of the transfer closing as required. NOW, THEREFORE, the City Council for the City resolves that the City hereby extends the thirty (30) day requirement required in Resolution No. 2000-12 Section 3(c) until July 31,2001. This Resolution shall take effect and continue and remain in effect from and after the date of its passage, approval, and adoption. A motion to approve the foregoing Resolution No. 2001-33 was made by Council Member and duly seconded by Council Member The following Council Members voted in the affirmative: The following Council Members voted in the negative: Passed and adopted by the City Council for the City this 5th day of June 2001. ATTEST: CITY OF HOPKINS, MINNESOTA By: By: Its: Its: ~~1 1