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3.6. SR 11-19-2007~i REQUEST FOR ACTION River To Item Number Ci Council 3.6. Agenda Section Meeting Date Prepared by Consent November 19, 2007 Tina Allard, Ci Clerk Item Description Reviewed by Consider Restated Joint and Cooperative Agreement for the Lori ohnson, Ci Administrator Administration of Cable Communications Systems Reviewed by Action Requested Approve Restated Joint and Cooperative Agreement for the Administration of Cable Communications Systems (Agreement). Background/Discussion Elk River belongs to the Sherburne/Wright County Cable Communications Commission (Commission). There aze 1D member cities that aze part of the Commission who entered into a Joint and Cooperative Agreement for administering a cable communications system. The Commission felt the Agreement needed to be updated fox the following reasons: ^ The original Agreement only addressed the administration of member city franchises by one cable operator. Lately there have been some communities in Minnesota receiving requests fox competitive cable franchises. The Commission wanted to clarify that any possible future franchises by a member city would be required to fall under the umbrella of the Commission. ^ The original Agreement only addressed franchise fees. The cities now receive PEG fees. (A cable operator must provide PEG access facilities, which aze public, educational, and governmental programming channels). The Restated Agreement clarifies that these PEG fees and any additional payments paid by a cable operator must go to the Cable Commission. ^ Minor language cleanup. The Agreement does not requite the city to use the Commission to negotiate any future franchises; it would be at the option of the city. All fees would be required to gn to the Commission and all franchise agreements should be the same. Attachments ^ Letter from Cable Commissioner Chair Phil Kern ^ Redline copy of restated agreement Action Motion by _ Second by _ Vote Follow Up S:\Cound\Cleck\Cable Commission\Restated Memo to CC.doc Founded 1868 Incorporated 1876 October 15, 2007 Mayor Stephanie Klinzing City of Elk River 13065 Orono Parkway Elk River, MN 55330 Dear Mayor Klinzing: OCT 1 8 2007 Mayor Joe McDonald Council Members Holly Schrupp Brad Hotchkiss Larry Bartels Marc Plese I am writing as the chair of the Sherburne/Wright County Cable Communications Commission ("Commission"). In 1985, the ten original member cities entered into a Joint and Cooperative Agreement ("Agreement") forming the Commission. Since that time cable television laws and regulations have changed, the member cities' franchises have been renewed, and cable competitors have emerged in some of our cities. As a result, a number of changes to the Agreement appear to be necessary or appropriate. Enclosed is a "Restated Joint and Cooperative Agreement for the Administration of Cable Communications Systems" which would replace the current Agreement. The Commission has carefully reviewed the enclosed document and recommends its acceptance by your city. When the Commission was formed, the member cities were served by a single interconnected cable system. Because there was little prospect for competition, the Agreement focused the Commission's role on administering franchises held by one common cable operator. However, competition appears to be emerging in many of our communities. As a result, the Commission recently adopted a policy to address future requests for competitive cable franchises. Under the policy, the member cities retain all final authority to approve competitive cable franchises while the Commission assists in an advisory capacity. The restated Agreement would confirm the Commission's role in administering both Charter's franchise and any franchise issued to a competitor. It is important to note that all Commission members recently enacted identical cable regulatory ordinances governing both Charter's franchise renewal and any competitive franchises. This ordinance contemplates that the Commission will City Offices: 234 2nd Street North P.O. Box 108 Delano, Minnesota 55328 Phone:763-972-0550 Fax:763-972-6174 www.delano.mn.us The Spirif aiF Co-nmunify help administer all franchises that are issued. Thus, the members have already decided to address cable franchising in a coordinated fashion. The restated Agreement simply reconfirms the Commission's role in these competitive franchising matters. Finally, the restated Agreement would clarify that franchise fees and PEG fees paid by competitors are to be passed on to the Commission. The recently renewed franchise provides that the Commission will coordinate and administer the expenditure of franchise fees and PEG fees in the member cities. Similarly, the franchise provides for delegation of "PEG Access authority and responsibilities to the Commission." The restated agreement simply reconfirms the Commission's responsibility for these functions. Years ago, the member cities wisely decided to coordinate their cable franchise administration and community programming efforts. The Commission recommends approval of the enclosed Agreement to help continue those efforts. Please feel free to contact me with any questions. In addition, should you wish a Commission representative will be happy to attend a City Council meeting. We are hoping to have this process completed by year end. Sincere) , Phil Kern, Commission Chair Cc: Lori Johnson, City Administrator City of Elk River Enclosure ----- $HERBURNFJWRIGHT000NTY ttarsssscvaa~rrRaraau,~ i CABLE COMMUNICATIONS COMMISSION II ~ 1 RESTATED JOINT AND COOPERATIVE AGREEMENT FOR THE ADMINISTRATION OF,CABLE COMMUNICATIONS SYSTEMC,~ - oswra: ~ t. PARTIES The parties to this Agreement are govemmen[al units of the Staze of Minnesota. This Agreement is made pursuant to Mimeesota Statutes Section 471.59, as amended. II. GENERAL PURPOSE • The general purpose of this Agreement is to establish an arganir~ion to monitor the operation and activities of cable communications, and in particular, the Cable Commtmication Sydan~ spy (System) of the parties; to provide coordination of administration and enforxmem of tho frarxhises of parties fae their rppeetive System; m promote the devebpment of locally produced cable television programming; and to conduct such other activities atahariaed herein as may be necessary W insure equitable and reasonable rates and servicx levels for the cpi:etta of the Members of the otganiration. fI4 NAME The name of the orgarrizaeion is the Sherburne/Wright County Cable Communipaiarts Commission Il. I V. DEFINITION OF TERMS Section I. For the purposes of this agreement, the tenrts defined k this Article shall have dte meanings given them. Section 2. "Commission" means the Board of Directors wed puraurn m this Agreement. Section 3. "Council" means the governing body of a Member. • • • i or..ar err Section 4. "Franchise" means g(~cable communications franchise grrued by a ; ' ostrust e ~ aaae v, s~ao. i ; eatserb sr Section 5. "Grantce" means ~ny;person_or amity to whom a franchise has been ,: -~ granted by a Member. Section 6. "Member" means a municipality which enters imo this agtotnnatt. Y. MEMBERSHIP Sxtion 1. The municipalities of Big Lake, Buffalo, Cokato, ]base4 Delaw, Elk Rivas, Maple Lake, Monticello, Rockford, and Watertown, are eligibk to be the original ostses~ ~asr.~re Members of the Commission. Any oche municipalitKmay become a Member pursuant to the... ' ', "'~*°~~"'®` terms of this Agrcemem. Sacxion 2. Any municipality desiring to become a Member shall execute a Dopy of this agreement and conform to all requirements herein. Sedmn 3. The initial Members shall be those Members who become Members on or beftns July 31, 1985. Suction 4. Municipalhies desiring to become Members after the date spoafad k Article V, Section 3 may be admitted by an afFrmative vote oftwo-thirds (213) of the votes of the Members of the Commission. The Commission may by resolution impose conditrotrs upon the admission of additional Members. VI. DIRECTORS: VOTING Suction 1. Eadt Memixr shall be emitted to one (1) directa~ to rnpresettt it on tiro Commission. Each director is emitkd to vote in direct proportion to the percent of mutual snrtseam.a ._^~ Fr~nchisr fee revenues and other sunoorlpavments attributable to that Memhertelmive to the total annual franchisc fat revenues and other support oavments attributable m all Members in 2 • w.~K~~ [he Commissionfor the prior year rounded to the nearest whole number; provided, however, ; . that each director shalt have at (east Dire (I) vote. For the purposes of this cation, the armual totsnrsr »+m revenues for each Member and the total annual revenues as of December 3i of each yet shall. _,,.. __. _. o~seranma be determined by the r~rds 9f_~sble opetator~ q~ Prior to the first ' .,. orat~a: ae Commiason rtreeting in March of each year, the Secretary of the Commission. shall determrrre ostsesar ~m wa-me ~ m.~r r~,.r« tbe number of votes for eah Member in accordance with this seaiwr and unify dre results ro the Chair, l7,pon rmuest. any Member shall provide to the Secretary of he ~rnnmission documemation of all franchise foes and other su r s ch Member i tt ib t bl pp~pgymen s a u r u a e to n the prior calrndar year. Section 2. A diretxor shall be appointed by resolution of the Cowrcit of each Member. A director shall serve umil a successor is appoimed and ipralifres. Dvectors shall serve without compensation firm the Commission, but nothing in dris cation shall be mosurrad ro prevent a Member from reimbursing expenses of its director or otherwise compensating its director for service on the Commission if such comprnsation is authorized by law. Section 3. Each Member shall appoim at least one alternate direaor. The • ' s powers and duties. Commission, in its B,q•Isws, may prescribe the extent of an ahernate Seaan 4. A vacancy in the office of director will exist for any of the reasars set forth in Minnesota Statutes, SeMion 341.02, or upon a revocation of a director's appoim~rt duly fllod by a Manber with the Commission. Vacancies shall be filled by appoaWrrem fm the unexpaed portion of the term of director by the Council of tbe Member whose positron on the Board is vacant. SeMion 5. There shall be no voting by proxy, but all vote muH be cast by die director or the duly authorized alternate at a Commission meeting. • Seaiat 6. A majority of tlia authorized votes of the Commission shell conuitt[u a • quorum, but a smaller number may adjourn from time to time. Section 7. A director shall rwt be eligible u you on behalf of the direUas municipality during the time said municipality is in defauh on any contribution ar paymdx b the Commission. During the existence of wch default, the you or votes of such Mtmber slrll r[ot be counted for the purpaes of this Agreement. Section 8. All official actrotts of the Commission must receive a majority of all authorized votes cast on that issue at a duly oonatituted meeting of the Commission. VII. EFFECTIVE DATE; MEETINGS; ELECTION OF OFFICERS orrosw.woc~~a Section 1. A municipality may enter into this Agreement by fJuly authorized..-' "h` • execution of a copy of this Agreement by iu proper officers. Thereupon, dx clerk or alder r~sarm . -( appropriau officer of the municipality shall file a duly executed copy of this agreemenj w~tit,the ,.: -~ ~ ~ ~ , Ciry Administrate of the City of Mon[icello, Minnesota. The municioalih shall also designete_,,. ' net~ert~se l _ _. .._ ~ !.. w„~a MSe Aywaw the dirxtor and the aheroxe far the municipality on the Commission, along with said diralor's slid ahemete's dress and phone number. Section 2. This Agretnxnt is effective an the dau when executed Agroanents aml authorizing resolutions of four of the municipalities named in Article V, Sectiai l have been filed ~ provided in this Article. Section 3. Within thirty (30) days after the effective date of this Agroemait. the City Administraaor of Momicello shell call the flru meeting of the Commission which shall tie held rw later than fifteen {15) days after such call. Section 4. The first meeing of the Commission shell be is organizatiawl enacting. At tlu organizational mating, the Commission shall select from among the directors a Chair, 4 • Vice-Chair, Secretary and Treasurer, and appoint any staff necessary to coordinae the activities • of the Commission and to draft all nxeasery Commission documents. Suction S. At the organizffiional meeting, or ~ soon thereafter as it may reaawtably be done, the Gummiestton. shall adopt hY-laws governing its procedures including the [iota, plea, notice for and frequency of its regular meetings, procedure for ceiling special meetings, and stub other matters as are required by this Agreement. The Cammissan may amaM the by- laws from time to time. Section 6. Officers of the Commission shall be elected for two-yasr tams. OfTicros completing one full two•year tam shall only succeed themselves once m soodtu full two-year term in the same offue. VIII. POWERS AND DUTIES OF THE COMMISSION Section 1. The powers and duties of the Commission shall include the powers set forth in this Article. Section 2. The Commission may make such contracts, grattu, and mks wch other • action as it deems necessary and appropriate to accanplish the general puryoses of the orgastizuion. The Commission may ~ oomract for the purchase of real ewe without tlx prior audwriration of the Member municipalities. Any purchases or contracts maw shall catfarm to the requirements applicabte to Minnesota statutory cities. Sedan 3. The Commission shad assume all authority and tuutestalte all tasks necessary to coordinate, administer, and enforce the Frattdtise of each Member except for the authority and those tasks specifically retained by a Member. Section 4. The Commission shall cominually review the operatiat attd parf'ormata - Marne aaa~e~mtia~s• , ofar1ySystem se~~•ipg~Jviembey _ ~c+~e ,,,urea I __. _ :. nr~.,m~..w~ frj'dita®OWdC~. C®auo~BaNdastfC ~ S • Soaion 5. The Commission shalt undertake all procedures necessary m mairmia uniform rases and ro handle applications for changes in rotes for the services provided by the Grantee to the exten[ permimed 6}' law. Section 6. The Commission may provide for the prosecurion, defense, err odor participation in aaiorts or proceedings ai Iaw in which a may have an imenst, srd may employ cowael for that purpose. It may employ such other persons as it deems rtaerary m acoomtplisb its powers std duties. Such employes may be on a fulbtime, pardime a rAmeultins basis, as the Commission determirces, and the Commission may make any raryired at>pioyer contribtdions which local governmental units are authorized or requirod to metro by Iaw. Section 7. The Commission may conduct such research and investigation and take such action as it detns necessary. including ptaticipation std appearance in proceadirtgs of State std Factual regulatory, legisl~ive or administrative bodies, on any rot related to or affecting cable cattmunicmion rates, franchises or levek of service. Section 8. The Commission may obtain from Grantee and from any albs tutuce, such information relating to rates, costs and service levels m any Member is ettitled to abta~ from Grantee or others. Section 9. The Commission may accept Sifts. apply for and use grams, enter utto Agretxnents required in t:txtnection therewith and hold, use and dispose of money or property received as a gift or gram in accordance with the terms thereof. Section 10. The Commission shall cause ~ annual, indeperdem audh of the books of the Commission to be made std shall make an annual financial aocouming and report in writing to the Members. its books std records shall be available for examination by the Members at all reasonable times. 6 • Section 1 I. The Commisson may delegate authority to its execuive committee. Such • delegation of authority shall be by resolution of the Commissiar and may be conditiorxd in such a manner as the Commission may deiennine. Section 12, The Commission may exercise env other power necessary and incidental to the jmggmentation of its Dowers and du[ies 1JC. OFFICERS Section 1. The officers of the Commission shall consist of a dreir, a vicechair, a serretary and a treasurer. Seaan 2. A vacancy in the office of chair, vice chair, secretary or treaswa shall occur for any of the reasons for which a vacancy in the office of a director shalt ocaa•. Vacancies in these offices shall 6e filled by the Commission for the unexpired portion of dte term. Section 3. The four officers shall all be Members of the exopnive committer. Section 4. The chair shall presi~ at al I meetings of the Commission and the • executive committee. The vice-chair shall act as chair in the absence of the drair. Section S. The secretary shat! be responsible for keeping a record of all of the proceedings of the Commission and executive committee. Section 6. The treasurer shall be responsible fa custody of all funds, for t}te keeping of all financial records of the Commission and fa such other miters as shall be dobgated by the Commission. The Commission may raluire that tlx treasure poet a fxkliry band or other insurance against loss of Commission funds in an amount approved by the Commission, m the expanse of the Commission. Said fidelity bond or other insurance may rover all persons authorised m handle funds of the Commission. ~J Section 7. The Commission may appoint sttch othe officers as a deans neoassary. • All such officers shall be appoimal from the membership of the Commission. X. FINANCIAL MATTERS Section 1. The fiscal year of the Commission shall be the celettdar yer. Section 2. Commission fttnds may be expended by the Commission in atx;atdance with tfre procedures established by law for the expenditure of funds by Minnesota Stadttory Cities. Orders, dicks and dratb must be signed by any two of the offices. Other kaaF instnunents shall be executed whit authority of the Commission, by the dour and assurer. Contracts shall be let and purcha.9es made in accordance with the proeedttres establisltod by few for Minnesota Statutory Cities. Section 3. The financial conaibtttion of the Members fn support of the Corrmtission shall be in direct proportion to the percem of annual franchise fee revenues end other smart oauar: ~r p>Eyments atyibutable to Bach Member. relative to the total annual franchise fee_revemtes,gaQ ,.~~~ t oatarat orme srrwe other suooolLp;u7nents attributable to all Members in j,~g Commission for the prior year ,-' • multiplied by the Commisaiat's annual budget. the annual budges shall establish the contribution of each Member for the ensuing year. The Commission is hereby designated as the entity to whom the Member's Franchise Fee and othcr Support Ra}ments (such as PEG Foes) .~ O~hlnk aK _: shall be paid by fsraMeeg. ,Aay p,~rrt~enu rece~„ived inm txcess of the Commission budget shall tie ,_::.. tMaeam r~~s,.. r- ..o.amae cw.nuww nr e. tar« m retumed to the Members in the same proportion as each Member's coettibudon to the ..1 erraraas mmee r',raam Pore Commission budget. T'Fa Members agree to use ~ returned contributions Sor cork-rlf_..-'~ expanses. Region 4 The Commission shall assist Members with the processing of env pppf ic.. ion(s) for an additional comcetitive franchise(sl and the nggotiation of fanchise terms. B • in accordance with a writun oolicv which the Commi~i(ln may. from time to time. m^aify ac . deemed necessary or ao ooriate In the event a Member issues an additional, comnaitive franchix on or afrer the dace of this Agreemrnt the Member shall require that the additional franchise regu~ the payment of Franchise Fees and other support oavments Isuch as PEG Fees1 in an amount eguivalerlt [o that~aid ~k the cable com~v oceretine twrsuant to the Members' franchises effective as of the date of this Agreement, and shall further reauirc that Franchix Felts and other support paymenu made by anv~all Grantees are paid direal~to the Commiuion in accordance with Section 3 above. ttirtaaa Section Z. The initial .budge of the Commission shall be formulael by the . ' Commission and submitted to dte members within 120 days of the organi~iottal moetittg of the Commission. The initial budge of the Commission shall be deemed approved by a Member unless within 60 days of receipt of said initial budge a Member gives notice in vrritatg to the Commission thaz it is withdrawing from the Commission A proposed budge for atry ensuing calendar year shell be formulated by the Commission and submittal to the Member on or • before August 1. Such budge shall be deemed approved by a Member unless, prior to October 1 S preceding the effective date of the proposal budget, the Member gives notice en wrking to the Commission the h is withdrawing from the Commission. Final adian adopting a buds for the ensuing calendar year shall be taken by the Commission on or before November 1 of each year. erg Seaionk. Any Member may inspect and copy the Commission books and recotds at_..:' any and all reasonable times. All books and records shall be kept in accordance with normal and accepted accounting procedures and prixiples used by Minnesota Statutory Ciries. XI. DURATION • Section I. The Commission shall continue for an indefinite tam unhtss the mmtba . of Membere shall become less than four (4). The Commission may also be tatnirtaed by mutual agreement of all of the Members at ny time. Section 2. In order a prevent obligation for its financial contribution to the Commission fa the ensuing year, a Member shall withdraw from the Commisaimt by filhtg a written ratite with the secretary by Owo6a IS of any year giving notice of withdrawal effective at the ertd of the calerMar year; and Membership shalt comintre unril the effasive dtae of the wi[IMrawal. Prior to the effective date of withdrawal a notice of with~awal may be rescinded at any time by a Member. If a Member withdraws before dissolutiot of the Commission, the Member shall have no claim againu the assetr of the Commissiot. A Member withdrawing after October I S shall be obligated to pay iu emire comn'bution fa the atwing year as outlined in the budget of the Commission for the ensuing year. Sectiai 3. In the evem of dissolution, the Commission shall dtxettnine the meastm~ necessary to affect the dissolution std shall provide for the taking of such rrteastaos as promptly . as circumstances permit, aubjea to the provisions of this Agreement. Upon dissolution of the Commission all remaining assets of [he Commission, alto payment of obligations, shall 6e distributed among the then existing Members in proporion to the most tecem Member by Member breakdown of the iranchise fee as reported by the Gramee. The Comunfssian shall continue to exist after dissolution for soh period, no longer than six months, as is neoesssry to conclude its affairs but for no other purpose. Section 4. jhi~ rt,~pt~~greement replaces and sucercedes~y~fjo_r ioim and ~rative agreement for the administration of a cable communications system by and between >~pgfiies hereto. 10 M WITNESS WHEREOF, the undersigned municipality has caused this Agrceanant to be signed on its behalf this _ day of , * W 7. WITNESSED BY: of By Filed in the office of the City Administrator of the City of Mo~tticelb this _ day of