Loading...
CR 96-175 Changes In Suburban Rate Authority AgreementOctober 31, 1996 Proposed Action Overview Primary Issues to consider Supporting Information es Gessele Engineering Superintendent Council Report No. 96 -175 APPROVE CHANGES IN SUBURBAN RATE AUTHORITY AGREEMENT AND BYLAWS Staff recommends adoption of the following motion: Move that Council approve modification to the Suburban Rate Authority Agreement and Bylaws and authorize the mayor and city manager to sign the amended cooperative agreement. The Suburban Rate Authority is an association of several suburban municipalities whose activity centers around monitoring public utility rates and rate design. As a united group the SRA presents testimony before PUC rate cases. The SRA was reconstituted in 1975 at the time the PUC was created. Member cities entered into a Joint and Cooperative Agreement and adopted bylaws. There have been no amendments to this agreement even though substantial changes in government agencies and intervention authority have occurred. Given the new membership make up of the authority, changes in the utility environment and the passage of time, modifications to the agreement are recommended. o Nature of the amendments Modifications to the agreement are generally not substantive, but rather recognize the current make up of the SRA. The new provisions allow for authority to approve temporary memberships for reduced or waived assessments. Another major modification is enabling language allowing the SRA to negotiate power contracts on behalf of but not binding upon one or more SRA cities. O Recommendation Staff recommends approval of the modified agreement and authorization of City signatures. The document has been reviewed by the city attorney and meets his approval. O Amended Joint and Cooperative Agreement AMENDED JOINT AND COOPERATIVE AGREEMENT 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 and continue an organization to monitor the operation and activities of public utilities in the metropolitan area; to conduct research and investigation of the activities of such utilities; and to conduct such other activities authorized herein as may be necessary to insure equitable and reasonable public utility rates and service levels for the citizens of the members of the organization and for the members themselves. III. NAME The name of the organization is the SUBURBAN RATE AUTHORITY. The name may be changed in accordance with Article XII. IV. DEFINITIONS Section 1. For purposes of this agreement, the terms defined in this article have the meaning given them. Section 2. "Authority" means the joint and cooperative organization created by this agreement. Section 3. "Board" or "Board of Directors" means the Board of Directors of the Authority established by Article VI. Section 4. "Council" means the governing body of a governmental unit. Section 5. "Governmental unit" means a city or town in the metropolitan area. DJK109900 SV160 -3 • Section 6. "Metropolitan area" means the metropolitan area defined and described by Minnesota Statutes, chapter 473, as amended. Section 7. "Member' means a governmental unit which has entered into and become a party to this agreement. Section 8. "Public utility" or "utility" means an investor -owned utility supplying telecommunication services to member residents or gas or electricity under franchise within one or more governmental units; the term may include other utilities as provided in Article XII. The term does not include municipally owned utilities; the term does include a governmental agency supplying sanitary sewer or other utility services to governmental units in the metropolitan area. Section 9 "Statutory cities" means cities organized under Minnesota Statutes, chapter 412. V. MEMBERSHIP Section 1. Any governmental unit in the metropolitan area is eligible to be a member of the Authority. Section 2. A governmental unit desiring to become a member must execute a copy of this agreement and conform to the membership provisions of this Article V. Section 3. A governmental unit wishing to become a member after the effective date of this agreement may be admitted only upon the favorable vote of two- thirds of the votes of the members of the Board of Directors present and voting at any regular or special meeting. The Board may, in its by -laws, impose conditions upon the admission of additional members. Section 4. The Board may, in its by -laws, establish procedures for temporary membership for governmental units for specified periods of time not exceeding one year with or without the payment of contributions or with the payment of reduced contributions as determined under Article X. If such memberships are authorized, the cumulative votes of all temporary members may not exceed 25% of the total votes of the directors of permanent members. A3K109900 ST/16 0-3 2 Section 5. A change in the governmental boundaries, structure, classification or organization of a governmental unit does not affect the eligibility of a unit to become or remain a member of the Authority. VI. GOVERNING BODY: BOARD OF DIRECTORS Section 1. The governing body of the Authority is its Board of Directors. Each member is entitled to one director on the Board. Each director is entitled to one vote for each 5,000 of population or fraction thereof, as determined by the official U.S. Census each decade, of the governmental unit represented by the director; provided, however, that each director must have at least one vote and no director may have more than 20 votes. Prior to December 31 of each year following the decennial census, the Secretary- Treasurer of the Authority must determine the population of each member in accordance with this section and certify the results to the chairman. Section 2. A director is appointed by resolution of the council of the members for a term of one calendar year. A director serves until a successor is appointed and qualifies. Directors serve without compensation from the Authority, but nothing in this section is to be construed to prevent a governmental unit from compensating its director for service on the Board if such compensation is otherwise authorized by law. Section 3. The Board, in its by -laws, may provide for the appointment of alternate directors and prescribe the extent of their powers and duties. Section 4. Vacancies in the office of director will exist for any of the reasons set forth in Minnesota Statutes, section 351.02, or upon a revocation of a director's appointment by a member duly filed with the Authority. Vacancies are filled by appointment for the unexpired portion of the term of director by the council of the member whose position on the Board is vacant. Section 5. A majority of the votes of the Board of Directors constitutes a quorum, but a smaller number may adjourn from time to time. The votes of temporary members authorized by WK109900 SO16 -3 Article IV, Section 4 are not to be considered in determining the presence or absence of a quorum of the Board. VII MEETINGS• ELECTION OF OFFICERS Section I . A governmental unit 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 governmental unit must file an executed copy of the agreement and a certified copy of the authorizing resolution with the finance director of the City of Columbia Heights, Minnesota. The resolution authorizing the execution of the agreement must also designate the first director for the governmental unit on the Board. Section 2. This agreement is effective on the date when executed agreements and authorizing resolutions of the governmental units presently members of the existing Suburban Rate Authority have been filed as provided in Section 1 of this Article. Section 3. Within 30 days after the effective date of this agreement, the mayor of the member having the largest population must call the first meeting of the Board of Directors which must be held no later than the date of the next regularly scheduled quarterly meeting of the Authority. Section 4. The first meeting of the Board will be the organizational meeting of the Authority. At the organizational meeting, and at each annual meeting thereafter, the Board must select from among the directors a chairman, a vice - chairman, and a secretary- treasurer. Section 5. At the organizational meeting, or as soon thereafter as it may reasonably be done, the Board must adopt by -laws governing its procedures, including the time, place, notice for and frequency of its regular meetings, procedure for calling special meetings, and such other matters as are required by this agreement. The Board may amend the by -laws from time to time. The Board must meet at least once each year and on such other dates as may be provided in its DOX109900 SU160 -3 4 by -laws. The annual meeting is held in the month of January unless otherwise provided in the • by -laws. VIII. POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. The powers and duties of the Board of Directors of the Authority are set forth in this article. Section 2. The Board may make such contracts and enter into such agreements as it deems necessary to make effective any power granted to the Authority by this agreement. It may contract with any of its member governmental units or others to provide space, services or materials on behalf of the Authority. Section 3. The Board 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 or part-time, or consulting basis as the Board determines, and the Board may make any required employer contributions that local government units are authorized or required to make by law. Section 4. The Board 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 utility costs, levels of service, rates or franchises, and advise members concerning such matters with a view toward obtaining compliance with franchises granted to utilities and insuring reasonable rates and service levels for the members and their residents. The Board may conduct the activities authorized by this section on behalf of any governmental unit located outside the metropolitan area at the request of such a unit, embodied in a resolution of its governing body; provided however, that the conduct of such activities on behalf of any such governmental unit must be DSK109900 SU160 -3 5 • • specifically authorized by the Board and shall be subject to such reasonable conditions as to cost of service and other matters as may be imposed by the Board. Section 5. The Board may obtain from any utility and from any other source such information relating to utility rates, costs and service levels as any of its members is entitled to obtain from such utilities. Section 6. The Board may receive and hold moneys from any utility to the extent and in the manner as may be provided by this agreement or any franchise granted to a utility by a member; and it may accept voluntary contributions from its members or other sources as provided in Article X. The Authority has no taxing power. It may accumulate reserve funds and may invest and re- invest its funds not needed for current expenses in the manner and subject to the limitations applicable by law to statutory cities. The Board may not incur obligations in excess of funds then available to the Authority. Section 7. The Board must make a financial accounting and report to the members at least once each year. The books and records of the Authority will be open and available for inspection by members at all reasonable times. Section 8. The Board may accept gifts, apply for and use grants of money or other property from members or other 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 grant, gift or agreement relating thereto. Section 9. The Board must establish the annual budget for the Authority as provided in Article X. delegate duties and authority to the executive committee between Board meetings. AJK109900 SU160 -3 c lio iO The Board may, in its by -laws, establish an executive committee and may 6 • Section 11. The Board may purchase public liability insurance and such other security bonds and insurance as it may deem necessary. Section 12. The Board may, on behalf of the Authority or on behalf of a number of member governmental units or nonmember governmental units, or both, enter into contracts, at the request of such units, with public utilities within or without the state for the purchase and delivery of utility products and services for those governmental units. Section 13. The Board may exercise any other power necessary and convenient to the implementation of the powers and duties given to it by this agreement. IX. OFFICERS Section 1. The officers of the Board are a chair, a vice - chair, and a secretary- treasurer elected by the Board for a term of one year and until their respective successors are elected and ■ qualify, at the annual meeting. New officers take office at the adjournment of the annual meeting at which they were elected. An officer must be a duly qualified and appointed director. A director from a temporary member may not be an officer. Section 2. A vacancy in the office of chair, vice - chair, or secretary- treasurer occurs for any of the reasons for which a vacancy in the office of director occurs. Vacancies in these offices and filled by the Board for the unexpired portion of the term. Section 3. The chair presides at meetings of the Board. The vice -chair acts as chairman in the absence, disqualification or disability of the chairman. Section 4. The secretary- treasurer is responsible for keeping a record of the proceedings of the Board, for custody of funds, for keeping of financial records of the Authority and for such other duties as may be assigned to the Secretary - Treasurer by the Board. Persons may be employed to perform such services under the supervision and direction of the secretary- treasurer as may be authorized by the Board. The secretary- treasurer must post a fidelity bond or other DJK109900 81.1160 -3 7 • insurance against loss of Authority funds in the account specified by the Board. The cost of such bond or insurance to be paid by the Board. The Board may provide for compensation of the secretary- treasurer for services to the Board. X. FINANCIAL MATTERS Section 1. The fiscal year of the Authority is the calendar year. Section 2. Authority funds may be expended in accordance with the procedures established by law for statutory cities. Orders, checks and drafts must be signed by the chairman and countersigned by the secretary- treasurer or such other person as may be designated by the Board in its by -laws. Other legal instruments must be executed on behalf of the Authority by the chairman and the secretary- treasurer. Contracts must be let and purchases made in accordance with the procedures established by law for statutory cities. Section 3. The activities of the Authority may be financed by funds available to it under Article VIII, from voluntary contributions from its members or from other sources, and by contributions from members of the Authority if it is determined by the Board by a two - thirds vote, by written action or at a regular or special meeting, of all votes of then existing members, that such contributions are necessary. This determination must be made by the Board not later than August 1 of each year in order to obligate members to make contributions during the ensuing calendar year. The total annual contribution by members for the ensuing year is established by the Board on the basis of anticipated expenditures and only if the anticipated expenditures are in excess of the anticipated funds otherwise available to the Authority. The contribution in any year by a member must be in direct proportion to the number of votes to which the director representing the member on the Board is entitled. Contributions must be made by the member to the Authority as follows: one -half on or before April 1 of each year and one -half on or before September 1 of each year. DJK109900 SV160 -3 8 • Section 4. An annual budget must be adopted by the Board at the regular meeting in July of each year. If a quorum is not present at the regular meeting in July, the budget may be adopted by unanimous vote of the executive committee. Copies of the budget must be mailed promptly to the chief administrative office of The budget is deemed approved by the members except one who, at any time prior to the annual meeting gives notice in writing to the secretary- treasurer that it is withdrawing from the Authority. XI. DURATION AND DISSOLUTION Section 1. The Authority will exist, and this agreement is in effect, for an indefinite term until dissolved in accordance with Section 3 of this article. Section 2. A member may withdraw from the Authority by filing a written notice with the secretary- treasurer by June 15 of any year giving notice of withdrawal at the end of that calendar year; and membership shall continue until the effective date of the withdrawal. A notice of withdrawal may be rescinded at any time by a member. If a member withdraws before dissolution of the Authority, the member will have no claim on the assets of the Authority. Section 3. The Authority must be dissolved whenever the withdrawal of a member reduces total membership in the Authority to less than seven. The Authority may be dissolved at any time by unanimous vote of all the members of the Board of Directors. Section 4. In the event of dissolution, the Board must determine the measures necessary to effect the dissolution and provide for the taking of such measures as promptly as circumstances permit, subject to the provisions of this agreement. Upon dissolution of the Authority all remaining assets of the Authority, after payment of obligations, must be distributed among the then existing members in proportion to the number of their votes on the Board and in accordance with procedures established by the Board. The Authority will continue to exist after dissolution DJK109900 SV16o -3 9 • • for the period, no longer than six months, necessary to wind up its affairs but for no other purpose. XII. TRANSITIONAL AND MISCELLANEOUS MATTERS Section 1. The activities of the Authority are to be confined to telecommunications, sewage disposal, gas and electric utilities, provided however, that the Authority may extend and broaden its activities to any other public utility as defined in this agreement by a 75% majority vote of all the votes of the Board of Directors, taken at a regular meeting of the Board. In the event the activities of the Authority are so extended and broadened, the Authority and its Board of Directors have all of the powers and duties with reference to any other public utility that they have with reference to gas, telecommunications, sewage disposal and electric utilities under this agreement. Section 2. The name of the organization created by this agreement may be changed when deemed appropriate by the Board, but only upon a 75% majority vote of all the votes of the Board of Directors taken at a regular meeting of the Board or by written action. If the name of the organization is so changed, the Board must provide in its by -laws for necessary measures to effect the change in official and unofficial documents, papers, and other essential respects. Section 3. It is the intention of the parties to this agreement that the organization created hereby is the successor to the Suburban Rate Authority in existence on the day prior to the effective date of this agreement. It is further the intention of the parties that any funds made available to the organization created by this agreement from assets of the prior Suburban Rate Authority must be used exclusively for the purposes of this agreement. The adopted budget of the prior Suburban Rate Authority remains in effect until revised and until the new annual budget is adopted. The adoption of this agreement does not affect or modify the obligation of members nTK109900 SU160 -3 10 • • of the prior Suburban Rate Authority to make contributions authorized by the prior Suburban Rate Authority. IN WITNESS WHEREOF, the undersigned governmental unit has caused this agreement to be executed by its duly authorized officers and delivered on its behalf. Dated: • of , 199 DJK109900 5U160 -3 , 199 Filed in the office of the finance director of the City of Columbia Heights this day 11 (Governmental unit) ,Minnesota By Its Mayor By Its Manager