CR 01-63 Approve Resolution 2001-34 Approving Amendment to the Joint and Cooperative Agreement•
•
•
June 5, 2001 Council Report 2001 -63
Proposed Action
Overview
Approve Resolution 2001 -34 Approving
Amendments to the Joint and Cooperative Agreement
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.)
In 1982 the cities of Eden Prairie, Edina, Hopkins, Minnetonka, and Richfield entered into an
agreement to facilitate the establishment of a cable television franchise to serve the five cities. The
agreement was amended once in 1985.
The SWSCC directed its attorney, 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.
Supporting Information
• Resolution 2001 -34
• Amended Joint and Cooperative Agreement
�j
/,—.-- G.. _ _ `4
P es Genellie
A ssistant City Manager
Financial Impact: $ None
Related Documents (CIP, ERP, etc.):
Notes:
Budgeted: Y/N 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Agreement be amended to remove outdated language and improve the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 5 day of June 2001.
ATTEST:
Terry Obermaier, City Clerk
By
Gene Maxwell, Mayor
•
•
•
AMENDED JOINT AND COOPERATIVE AGREEMENT
SOUTHWEST SUBURBAN CABI,F COMMISSION
ARTICLE I. PREAMBLE
The sties parties to this Agreement are governmental units of the State of Minnesota. This Agreement
supersedes any prior Agreemen
1 1 11.1 - oyerin! 1- " •. 111
ent of a Cable Communications
Commission and is made pursuant to Minnesota Statutes §23R OR and §471.59, as amended.
ARTICLE; II. GENERAL PURPOSE
The general purpose of the Agreement is to establish an organization to analyze the operation and Systems
of the Parties Member Cities; to coordinate administration and enforcement of the respective Franchises of the
Mies Member Cities; to report and recommend to the Parties Member 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.
ARTICLE 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. 'Board " "Roard_' or "Board of Directors" means the governing body of the Commission.
Section 3. "Commission" means the organization created pursuant to this Agreement.
Section 4. "Council" means the governing body of a Party MemberCity.
Section 5. "Directors" means the persons appointed pursuant to this Agreement to serve as
Directors, and includes alternate Directors when serving as Directors.
Section 6. " r hi " means the cable communication ordinance of each Party any Cable
Television Franchise_granted-by aMember_ 1y to this Agreement.
Section 7. "Grantee" means the any person to whom eaelr ty a Member City has granted a
Franchise.
392644/RED
•
•
•
Section 8. g_`Managers' Committee" means the committee consisting of the
-
her alternate
Section 9. "Party so Section 9 `_`_Member City" means a municipality which has entered into this
Agreement andis in_goocIstancling.
Section 10. "System" means the any cable communications system operated within each Pafty
pursuant to that Party's Franchise Members p , rsuant Io a Member City's Franchise.
V. PARTIES ARTICLE V. MEMBER CITIES
The municipalities eligible to bccomc thc original Parties The Member 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 Member Cities to this Agreement may become a Pafty Member City upon approval
by all of the then Parties. Memher_Cities Eligible municipalities not a Party at thc time of the first meeting
described in Article VIII, Scction 3, may bccomc a Party may_becomea_MemberCity effective January 1 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 party.
Cities
Member CitT-
_natcs of each Party. Director of each Member ty who is the city manager or his o r
ARTICLE VI. EFFECTIVE DATE
Section 1 Execution ofAgreement. A municipality shall enter into this Agreement by duly
executing a copy of this Agreement and by
392644/RED 2
action of its Council and the authorizing_exeoution of a cony of this
Agreementhy its_authorized officers. Wherett_ p t e_clerk or otheranp priate officer of that municipality shall
fi1e_asiuly executed_cop _this Agreement with the Commission.
Seciion2_ Effective Date This Agreement is effective_on.theslate executed by all ofthe Member
ARTICLE VII. POWERS AND DUTIES OF THE COMMISSION AND PARTIES
•
•
•
Section 1. General Authority. The Commission is established for the purposes of coordinating
administration and enforcement of the individual Franchises of the Partica Member 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 Party Member City.
To accomplish this purpose, the following divisions are made of authority and responsibilities among the Parties
Member _Cities and the Commission.
Section 2. Member City 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 Dies Member Cities Specifically, the
Commission shall have no powers and duties in the following areas and the Parties Member Cities retain sole
authority in the following areas:
A. General Powers. Each Party Member City retains authority to amend and renew its
Franchise, initiate and defend lawsuits, and prosecute violations of its Franchise.
B. Permits and Licenses. Each Party Member 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 Comm i ion. Subject to the provisions of Section 2, the
following powers and duties are delegated by the Partica Member Cities to the Commission.
A. Policy Decisions and Recommendations. The Commission shall make policy decisions
and recommendations to Parties Member 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 Member Cities on any
marketing practices or subscription contracts which may be contrary to any of the Franchises, or
which are not uniform in each Party.
Member C ty.
Granting of Franchises._The grant of new franchise& by Member Cities.
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 Party Member City all
unresolved complaints.
C.
Institutional Network. Monitor development of the institutional networks in each Party
Memher Ci and work with Grantee to promote prompt completion of the institutional network in each
Party 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 Party Memher City
E. Access and Local Ofgination 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 Party Member 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 Parties' Member Cities' 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. Technolo
�� , e.f. I i
392644/RED 4
. Continuously review Review changes and
developments in the cable communications industry and facilitate the upgrading of the System.
I. Statutory and Regulatory Ch. . Periodically advise the Parties Advise_the Member
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 mmission Policy at Other Governmental Levels. Upetra
unanimous vote of all thc Directors, thc Commission may present Present its policies to other governmental
bodies involved in the regulation or operation of cable communications.
•
•
•
L. Mediation of Parti�{ee CitiesLGrantee Disputes. Mediate disputes arising
between a Party Member City and the Grantee when and if submitted to the Commission for resolution
upon the mutual agreement of that Party Member City, the Grantee and the Commission.
M.
Member Cities; examine books and records of Grantee and conduct any audits it deems appropriate and as
may be required by the Franchises.
N. Uzift . In appropriate circumstances, 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.
0. Annual Report. At the beginning of each year, prepare a Prepare an animal report to the
Dies Member Cities describing and summarizing its functions and activities for the preceding year.
P.
Q.
Franchise Fees; Grantee Audits. Coordinate payment of franchise fees to the Parties
..r.1, �• • 111 -
w
or Parties, provide Provide 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 Member City_orMembenCities requesting its Defense defense
of lawsuits in which the eommission Commission is named as a defendant shall be handled in a manner
decided by the Commission.
Rates and Charges Maintain To the extent permitted under the law, maintain records of
rates and charges and evaluate changes requested by Grantee; advise and recommend to the Partica
MembeLCities 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 Party Member City. The Commission may contract with any of the Mies Member
Cities or others to provide to it space, services or materials.
S. Consultants and Leal Counsel. Contract with such persons as it deems necessary to
accomplish its powers and duties.
392644/RED 5
•
•
•
T Praoedures.Relating to th_ . ,ov rnance of Commission Operations. Notwithstanding any
provision contained in this rPPment�w�threse�itQtheeratingrQCedures of_ the.C_ommission the
Commission is herebyauthori7ed to estahlishfrom time to time bylaws or other pQ
relating to its own_governance and operations in nracodures relatin
agendas,_.infonnation contained_mn_agendasand_the functionsnf the Managers' Committeo_and
Commission
ARTiCLE 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 Party Member____ . 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 alternate cannot serve or is absent. One (1) Director and his/her alternate shall be a member of that
Party's Member City'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 Party's Member City'_s System. Directors and
alternates shall be appointed by the Council of each Papty Member City at the time it becomes a Party Member City
When a Council appoints a Director, it shall give written notice initially of such appointment to the City- Manager of
Section 3.
- .I ••• -
• • •• - - • • • • - • •1 - - •
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.
1s∎,ai..s!ssls «
; S !ifSS49_�J�liRS!��li�l'� -R1!f S!i .F 1l1■l2S.arMAlt SiS [S.IS'I S4 'AS!1}.MR L SS�1!!
(15) as ... 4b.... ftc«
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 Laws. At the first meeting, or as soon thcr
Laws The Commission shall adopt By -Laws governing its procedures including the time, place and frequency of its
392644/RED 6
4.�
•
•
•
regular meetings, and the time and place of its annual meeting. The Commission may amend the By -Laws from
time to time. The By Law3 may 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 Managers' 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 Operating
Managersi Committee of not more than sixty (60) days.
Section 6 5. Compensation. Directors shall serve without compensation from the Commission no
matter in what capacity they serve, but this shall not prevent a Party Member_City from providing compensation for
its Directors if such compensation is authorized by the Parr Member City and by law.
Section f. 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 Member 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 Member City shall not be counted for any purposes under this
Agreement.
Section 8 7. Term; Resi ng ation. 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 Member City shall cease upon termination of that person's employment with the appointing Party
Member 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 Commission Chair, effective upon the date stated in said
392644/RED 7
•
•
•
notice, or if no date is stated, effective upon receipt by Clhairnian Chair. Acceptance of a resignation is not
necessary to make it effective.
Section 9 8. 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 Memb r City whose Director position on the
Commission is vacant.
Section 4-9 9. Quoru and Mann 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 44 10. 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 411. Special Meetings. Special meetings of the Commission may be called (i)- by(i)by the
Chairman, (ii) by Chair. (ii) by the Operating Managers! Committee, or (iii) by the Chairman or operating(iii)_bythe
Chair or Managers' Committee upon the written request of a majority of the Directors. Five (5) days- days 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 1412. Notice. Notice of regular and annual meetings of the Commission shall be given to the
Directors - 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 -1413. 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.
ARTICLE IX. OFFICERS
Section 1. Number; Election; Qualifications. The officers of the Commission shall consist of a
Chairman, Chair, 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 Party Member City shall be elected an
officer during the same term. Directors of a Party Memh r ity 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. Res'gnation. 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
thereof by said Board, matt 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.
392644/RED 9
Cha r Chaff Vice c1 ifintur. Ch air. 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 Ghaimian Chair in the
absence of the Ghaifman Chair.
•
•
•
Section 6. Secretary /Treasurer. The Secretary/Treasurer shall be a Director who is an administrator
or staff member of a Party Member City He /she shall be responsible for keeping a record of all of the proceedings
of the Commission and Operating Managers' Committee and shall serve as the Chair ran Chair of the Operating
Managers° Committee. The Secretary/Treasurer
cach Dircctor. IIc /shc shall have custody of the Commission's funds, shall pay its bills, shall keep its financial
records and generally conduct the financial affairs of the Commission. The Sccrctary/Trcasurcr 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 des signature of the Secretary/ Treasurer
392644/RED 10
-
Party other than that of the secretary/Trcasurcr. In conducting the Commission's financial affairs, the
Secretary/Treasurer shall, at all times, act in accordance with generally accepted accounting principles. The
Secretary/ Treasurer's reports report, 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.
ARTICI,F X. OPERATING MANAGERS COMMITTEE
Section 1. Qualifications. The Operating Managers' Committee shall consist of the administrator or
staff member Director appointed by each Party Member City
Section 2. Authority. The Operating Maagers' 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.
•
•
•
Section 3. Meetings. The Operating Managers_', Committee shall meet monthly as_neoessary at a
time and place to be determined by the Operating Managers' Committee. Special meetings may be called by the
Chairman of thc Operating committee or by any other two (2) members of the eperating Man ers' 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 Managers' 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 Managers' Committee shall have authority to hire, supervise
and discharge full or part time employees but their compensation shall be within budget limitations. The Operating
Managers' 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 1413, shall apply to meetings
of the Operating Managers' Committee.
Section 6. Quorum and Manner of Action. The provisions of Article VIII, Section -1$ 2, shall apply
to meetings of the Operating M. nagers' Committee.
ARTICLE XL FINANCIAL MATTERS
Section 1. Fiscal Year. The fiscal year of the Commission shall be the calendar year.
Section 2. Initial Contributions. An initial contribution of Two Thousand Five Hundred Dollars
($2,500.00) shall be made to the Commission by each Party Member City at the time it becomes a Party. Member
Section 3. Balance of 1982 Expenses. All -19$2 expenses in excess of the initial contributions shall be
shared on thc same ratio that each - Party's Franchise fee fer the fiscal- year-ending-August 31, 1982 bears to thc total
Franchise fees for all Parties for that period. Contributions for 1982 expenses shall be paid by thc Parties at such
time or timcs as the Commission shall dctcrminc
Section 4. Section 3 Contribution for Subsequent Years. Eaeh -Party R - ar
20111 and for_each year thereafter each_Memher City shall contribute Two Thousand Five Hundred and No /100
Dollar
City contributing Each Member Ci shall contribute an amount which bears the same ratio to the total budget as
392644/RED
11 11 :
dget amounts secruitedin_excess ofthis min mum _amount shall hep aid by eac,h _Member
11
1 1 1 1 1 .- 1..
•
•
•
that Party'3 Memher CTtv's 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
Parties Member 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 Party
Member City However, in any event, no Party's Memher City's contribution shall exceed the franchise fees
received in such prior year by such Party Member City
Section 3 4. 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 b 5. 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 Memh City will be in default. The Commission may recover any contribution in default
by a civil suit, and the defaulting Party Member City, in such case, shall shall pay all costs of the suit, including
reasonable attorneys' fees.
Section 6. Bud; ro ess. A proposedhudgfi 7 Budget Process.
-. -
effective upon approval by a majority of the Parties.
shall be formulated and
approved by the Commission and submitted to the Parties -orrer before August 1 of at the October Commission
meeting each year. No budget shall become effective unless approved by resolution of the Councils of a majority of
the Parties Member Cities If any Council approves a proposed budget prior to notice having been received by its
Directors of the withdrawal of any Party Member ity (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 N
December of each year. If the budget is not approved, the Commission shall promptly formulate a revised budget
and submit it to the Parties Member Cities for their review and approval. This process shall be continued until a
budget is approved. The Parties Memher 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 ;3 7. Expenditures. The Commission may expend its funds as it deems necessary and
appropriate pursuant to this Agreement.
Section 9. Annual & Audit. The Commission's financial books and records shall be audited for-the
then prior calcndar ycar on or before July 1 of each year or reviewed by an independentfmancial advisor and
ap ro} o ed by the Commission at leastonce every two (2) years, or at such other times as the Commission may direct,
A copy of the audit report shall be given to
each Party Member City The Commission's books and records shall be available for and open to examination and
copying by the Parties Member Cities and their respective representatives at all reasonable times.
XI ARTICLE XII. WITHDRAWAL
Section 1. Withdrawal. Any Party Member 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 Member City withdrawing from the
Commission shall give written notice to the Ghaifthart Chair of the Commission, served personally on the Ghaifthan
Chair or addressed to the man 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 Ghairman Chair of such notice and resolution. The
withdrawing Party Member City shall have the responsibility for such actual receipt by the Ghairmttn Chair Upon
receipt of such notice and resolution, the Chairman Chair of the Commission shall forward a copy of the notice and
resolution to each Director.
Section 3. Financial Effect of W No financial benefit shall inure to a Party Member City
that withdraws from this Commission nor shall there be any reimbursement for any contribution made by the
withdrawn Party Member City.
MI ARTICLE XIII AMENDMENTS
Section 1. Amendments. This Agreement may be amended only by written amendment entered into
by all the then Parties Member Cities to this Agreement in the same manner as this Agreement is entered into
pursuant to Article VI hereof.
392644/RED 13
XIII ARTICLE 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 Member Cities expire. The Commission shall be dissolved if less than four (4)
Parties Member Cities remain, or by operation of state or federal law or regulation, now or hereafter enacted, or by
mutual signed agreement of all of the Parties 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 Member Cities that are Parties
Member Cities 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.
XIV ARTICLE XV. PRIOR AGREEMENTS SUPERSEDED
This Agreement, when effective, supersedes all previous agreements between the Parties Member Cities
hereto establishing a joint cable communications commission.
• IN WITNESS WHEREOF, the undersigned municipalities have caused this Agreement to
be signed on its behalf this 26th day of , 1982. their_behal£
DATED. CITY OF EDINA, MINNESOTA
4801 West 50th Street
Edina,__MN 55424 -1394
By: B
its. Manag rLClerk its. Mayor
DATER: CITY OF EDEN PRAIRIE, MINNESOTA
8080 MitchellBoad
Fcien Prairie, MN 55344 -4485
Ry By:
Its: ManagerLClerk Its: Mayor
DATED
392644/RED 14
CITY OF HOPKINS MINNESOTA
1010 1st Street—South
Hopkins, MN 55343 -7573
•
•
Its Manager /_Clerk
DATED-
By;-
DATED:
Its: Manager /Clerk
By: By:
Its Manager /Clerk
392644/RED 15
Its. Ma oy
CITY OF MTNNFTONK A, MINNESOTA
14600 Minnetonka Boulevard
Minn . o ka _MN 55145
By:
Its Mayor
MINNESOTA
670.Q Portland Avenue
Richfield, MN 55473 -2599
• •
Tts• Mayor
•
•
•
FIRST AMENDMENT TO JOINT AND COOPERATIVE AGREEMENT
, by and between the CI S- OF- EDIN.Tn DLN PRAIRIE,
MINNETONKA, RICIHEL-D and HOPKINS, MINNESOTA, constitutes thc First Amendment to that certain Joint
and Cooperative Agreement now- existing and cntcrcd into by cach of thc abovc Citics to crcatc the Southwest
Section 4. Contribution for Subacqucnt hears. Beginning irr the calendar Ycar 1986 and for cach veer thereafter,
!I • - • .. . .
which bcars the same ratio to the -total budget as that Party's franchise fccs rcccivcd for thc period cnding August 31
of thc ycar prior to thc ycar for which sueh budget has been prcparcd bears to thc total franchise fccs rcccivcd for
such prior period by all of thc Parties combincd, or such other amount or ratio as is agreed to by all of thc Directors
uat 1 of thc ycar prior to thc ycar for which such budgct has bccn prcparcd and approved by thc Council of
cach Party. However, in any event, rre- Pa-rty's-eentributien shall exceed thc franchise fccs received in such prior year
by such Party.
2. The Citics hereby expressly agree that all-ef thc ether terms and conditions of said Joint and Cooperative
Agrccmcnt remain in full force and effect and arc not affected by thc tcrms and conditions of this First Amendment
cxccpt as cxplicitly providcd hcrcin.
.. A Y. II
to be duly executed thc date first abovc written.
RICIIFIELD and IIOPKINS, MINNESOTA, constitutes the Second Amcndmcnt to that certain Joint and
Cooperativc Agrccmcnt now existing and-uttered into -by caeh of the abovc citics to crcatc thc Southwest Suburban
Cable Commission; and this Second Amendment is made to rccord thc agreements by cach of thc Member citics and
in consideration of thc mutual promiscs of cach of thc Mcmbcr Citics:
1. Article VII, Section 3, to add a new paragraph T to rcad as follows:
VII. Powcrs and Duties of the Commission and Partics.
Scction 3. Powers and Duties of the Cemmrrissien. Subjcct to-thc provisions of Scction 2, the following powers and
duties-are-delegated by thc Parties to the Commission:
this Agrccmcnt, with rcspcct to thc operating procedures-ef the Cernmission, the Commission is hcrcby authorizcd
to establish from time to time bylaws or othcr policies- and procedures relating to its own governance and operations,
including procedures rclating to meetings, dates-of meetings, agcndas, information containcd on agendas and the
functions of the Operating Committee and Commission.
IN WITNESS WHEREOF, thc Citics hereto-have caused this Second Amcndmcnt to Joint and Cooperativc
Agrccmcnt to be duly executed thc date first abovc writtcn.
392644/RED
16