HomeMy WebLinkAbout73-023_ :� _ _ _ ___ _.____ _,-_____ __ _ _
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STATE OF MTNNESOTA
GOUNTY OE` R:'9MSEY
VILLAGE OF:ARDEN HILLS
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RESOLU'I'TON N�. �-�,3
RE.SOLUT.I�N. AUTHORIZING THE. VILLAGE'S
MEMBERSHIP TN: TFiE' METRp RAT�
AUTHORITY, DTR�CTTNG �`i'�. OF��CERS TO
EXEGUTE AND DELTVER THE J'OTNT AND
COOPERA'�IVE AGREEMENT, 1�ND DESTGNATIAIG
ITS REPRESENTATIVE TE) THE B�ARU OF
DIRECTOR� OF TEiE N1ETR0 RATE AUTHORITX'
WHEREAS, the S7illage Cauncil of. the. Village of Arden
Hills did on tlie� � day of , 1973, enact a
certain Uniform.Franehise Ordinance �r . No.f�.Z? sahere-
under the Village granted to Northexn States Power CompanX
a franchise for constructing, operating, repairing and
maintaining in the Village.an:electr.�c.distribution system
and transmission Tines and prescribed certain terms and
conditions of such franchise and the rates ta be'charged
therefor, and
inIHEREAS, the Uillage by va::rtue: of having adop.ted
said Uniform Franchise Ordi�ance is eligible for membership
in th.e Metro Rate Authority, an organization esta3�lished
to administer the rate prova;sions of such uniform franchises
ado.pted by tho:se Twin Cities Metrcapolitan Municipalities
eiectrically served by Northern States Power Company �aho
have`become its members, and
�`REAS, the V�;lia�e �:n ozdex �o become a.m�ez pf
the Metro 7tate Authority must ��r reso;].ut�..on ag.ree to enter
into a�'o%nt and Cooper:ative Agr.eement �+Ther.eunder.the.V�llage
would be aooperating with` otTier �unic�:palities in the
regulation of electric util3.t� service i,n the Metropolitan
Area by gartieipating in the 1�+ietro Rate Author.ity, and
WHEREAS, the i7illage is authorized by M.S.A. Section
471,59, as now .constituted and hereafter am.ended, to enter
into such an agreement, and the Village CounciT has determined
that it is necessary and des�rable for the Village to enter
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into such an Agreement,
NO�T, THEREFORE, SE -iT RES'OZVED, by the �Li�lage Council
of the Villagc�,-of Arden Hills, M�nne�ota, that the Mayor
and Clerk-Administrator be and they Tiereby are authorized
and directed to execute the attacF�.ed �'oint and Cooperat�ve
Agreement_p.rov.iding for �iember.sFzi:p �f-the 'Uillage in the
Metro Rate Authority.
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BE TT FURTHER RESOLVED, tT�at Councilmari C�2�c.1�¢/�(Jc���
be and he herebg is designated as the Village's
first dir�ctor on the Board of l]irea�ors nf the Metro Rate
Authority.
BE :IT FURTHER RESOLiTED, that the Village Clerk-
Administrator be and she hereby is. directsd to file an
execu-ted copy of the �oint ancl Cooperative Agrsement and
a certified copy af thi:s Reso:lution with the City Manager
of the City of Coltunbia Heights, Minnesota and to do
whatever else is necessary. to effectuate the provisions
hereof.`
Dated a-t Arden Hills, Minnesota,:th'is � c day o£
, 1973:
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' AT"I'EST : Henry J. ' e , Jr. , ayor
�; �� f �
Charlotte T�tcNies ,
Acting C1erk-Administrator
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JOINT AND COOPERATIVE AGREEMENT
h7ETR0 RATE AUTHORITY
The parties to this agreement are governmental units
of the State of Minnesota. This agreement is made pursuant
to Minnesota Statutes, Section 471.59.
I. GENERAL PURPOSES
The general purpose of this agreement is to establish
an organization to jointly and cooperatively administer the
rate provisions of uniform franchises which the parties to
this agreement have granted to Northern States Power Company.
The name of the organization is the METRO RATE AUTHORITY.
II. DEFINITIONS
Sectian 1. For the purposes o� this agreement, the
terms defined in this article have the meanings given them.
Section 2. "Authority" means the electric rate
regulatory authority created pursuant to this agreement and
contemplated in the uniform franchises granted to the I3orthern
States Power Company by the parties to this agreement.
Section 3. 1°Board°' means the Board of Directors of
the authority established by Article IV.
Section 4. "Executive Committee" means the committee
appointed by the Board pursuant to Article VIII.
Section 5. "Council" means the governing body of a
governmental unit, and in the case of a town, the term means
the town board.
Section 6. "Company" means the Northern States Power
Company, a Minnesota Corporation.
Section 7. "Customer" means a customer account of
Company.
Seetion 8. "Member" means a governmental unit which
has entered into and become a party to this agreement.
Section 9. "Governmental Unit" means a city, borough,
village, or town in the Metro Area authorized to grant a
franchise to an electric utility company.
Section 10. "Ra.te Administrator" means a person
appointed by the Authority pursuant to Article VI to
administer the rate provisions of the uniform franchises.
Section 11. "Metro Area" means all areas served with
electricity by the Company in the Counties of Anoka, Carver,
Dakota, Hennepin, Ramsey, Scott and Washington: where a
governmental unit is partly within and partly outside said
counties, the area outside the county is included in the Metro
Area.
Section 12. "Uniform franchise" means the franchise
ordinance adopted by parties to this agreement containing
identical provisions relating to rate determination and
administration: the ordinance may contain provisions enacted
pursuant to the municipality's statutory or charter authority
ta otherwise regulate the use of its streets, alleys, public
ways and places.
III. MEMBERSAIP
Section 1. Any governmental unit in the Metro Arc��
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which has adopted the uniform electric franchise is
eligible to be a member of the Authority.
Section 2. A governmental unit desiring to become
a member shall execute a copy of this agreement and conform
to the membership provisions of Article V.
Section 3o The initial members shall be those members
who joined the Authority on or prior to March 1, 1974.
Section 4. Governmental units joining the Authority
after March 1, 1974, shall be admitted only upon the favorable
vote of two-thirds of the votes of the members of Board. The
Board in its by-laws may impose conditions upon the admission
o� additional members.
Section 5. No change in governmental boundaries,
structure, or organization affects the eligibility of any
governmental unit to become a member of the Authority.
IV. 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 full 100 customers served by the Company in
the governmental unit he represents, provided however that
each member shall have at Ieast one vote.
For purposes of this section, customers attributable
to each governmental unit are those suppiied to the Author.�.�.y
by the Company pursuant to the uniform franchise. Upon
receipt of the Company's report, but not later than Apri:� W
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of each year, the Secretary-Treasurer shall compute the
• vote of each member in accordance with this section and
shall certify the results to the chairman.
Section 2. A director shall be appointed by reso-
lution of the governing body of a member for a term of one
calendar year terminating on May 1, and he shall serve
until his successor is selected and qualifies. Directors
shall serve without compensation from the Authority, but
this does not prevent a governmental unit from providing
compensation to its director member for serving on the Board
if such compensation is authorized by law.
Section 3. A majority of the votes of the members
constitutes a quorum, but a smaller number may adjourn from
time to time. Directors may not be represented by others
at meetings of the Board and there shall be no proxy voting,
Section 4. Vacancies in the office of director will
exist for any of the reasons specified in Minn. Stat.
Section 351.02, or upon the revocation of a director's
appointment by a member duly filed with the Authority.
Vacancies on the Board shall be filled by the governing body
of the member whose position on the Board is vacant.
V. MEETINGS - ELECTION OF OFFICERS
Section le A governmental unit may enter into this
agreement by resolution of its governing body and the dul�
authorized execution of a copy of this agreement by its
proper officers. Thereupon, the clerk or other approp���`��
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officer of the member shall file the copy of the agreement
and a certified copy of the authorizing resolution with the
city manager of the City of Columbia Heights. The resolution
authorizing the execution of the agreement shall also designate
the first director for the member on the Board.
Section 2. This agreement is effective on the date
when it has been authorized by governmental units in which
60 percent of Company's electric customers in the Metro Area
are located and when executed agreements and necessary
authorizing resolutions have been filed by the governmental
units as provided herein.
Section 3. Within thirty days after the effective date
of this agreement, the mayor of the City of Columbia Heights
shall call the first organizational meeting of the Board of
Directors, which shall be held not later than fifteen days
after such call. At the first organizational meeting of
the Board and at the annual meeting thereafter, the Board
shall select from its membership a chairman, a vice chairman,
a secretary-treasurer, and provide for the election of the
Executive Committee.
Section 4. At the organizational meeting, or as soon
thereafter as it may reasonably be done, the Board shall
adopt by-laws governing its procedures, which shall include
the time, place, and frequency of its regular meetings. m�e
Board shail meet at least annually on the first Tuesday in.
April and o� such other dates as may be provided in it�
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by-laws. The date of the annual meeting may be changed
by a two-thirds majority of the votes of the members. The
by-laws may be amended from time to time.
Section 5. Special meetings of the Board may be called
by the chairman, or by the Executive Committee, and shall
be called by the Executive Committee upon the written request
of a majority of the votes of the Board of Directors. Five
days written notice of special meeting shall be given to the
Directors. The notice shall include the agenda for the
special meeting.
Section 6. The specific date, time and location of
regular and special meetings of the Board shall be determined
by the Executive Committee. Regular and special meetings of
the Board shall be held in the Metro Area.
Section 7. Notice of regular meetings of the Board
shall be given to the Directors by the secretary-treasurer
of the Board at least fifteen days in advance, and the
agenda for such meetings shall accompany the notice. Business
at regular meetings of the Board need not be limited to
matters set forth in the agenda.
VI. POWERS AND DUTIES OF THE BOARD
Section l. The powers and duties of the Board of
Directors are set forth in this Article.
Section 2. The Board shall direct the Executive
Committee to designate and employ a person to act as Rate
Administrator on behalf of the Authority and its member�»
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The Rate Administrator is empowered to perform those duties
with regard to the rates of the Company as provided in the
--, uniform franchises granted to the Company by members. The
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Rate Administrator shall be a professional person experienced
in public utility regulatory matters.
Section 3o The Board may make such contracts and
enter into such agreements as it deems necessary to make
effective any power granted to it by this agreement.
Section 4. It 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. The Board may employ such other
persons as it deems necessary to accomplish its duties and
powers. Employees may be on a full-time, part-time or
consulting basis as the Board determines and it may make
any required employer contributions which municipalities
are authorized or required to make by law.
Section 5. It may conduct such research and investi-
gation and take such action as it deems necessary, including
appearance and participation in proceedings of state and
federal regulatory and legislative agencies, on any matter
related to or affecting electric costs, rates, supplies and
el,ectric franchises, and advise the members concerning suc�a
matters, with a view toward obtaining compliance with the
franchises which have been granted by the members to the
company and insuring reasonable electric rates for the
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members and their residents.
Section 6. The Board may obtain from company and
from any other source such information relating to electric
rates and costs as any of its members is entitled to obtain.
Section 7. It may receive and hold moneys from the _
Company to finance the Authority in the manner and to the
extent provided by the uniform franchise; and it may accept
voluntary contributions from its members if the members
determine that unusual circumstances warrant providing the
Authority with additional financial support; but the Board
shall not have any taxing power. It may accumulate reserve
funds and may invest and reinvest its funds not needed for
current operating expenses in the manner and subject to the
limitations applicable by law to villages. The Board shall
not at any time incur obligations in excess of funds then
available to the Authority.
Section 8. It may contract for space, material, and
supplies either with a member or with other parties.
Section 9. The Board shall provide for an annual
independent audit of the books and accounts of the Authority
and sha1Z make a financial accounting and report to the
rnembers at least once each year. The books and records of
the Authority shall be available for and open to examination -
by its members at all reasonable times.
Section 10. The Board may accept gifts, apply for ana
use grants of money or other property from members or �i�����
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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 gift, grant or agreement relating
thereto.
Section 11. The Board shall establish the annual
budget for the Authority as provided in Article IX.
Section 12. The Board may delegate authority to the
Executive Committee, between Board meetings. Such delegation
of authority shall be by resolution of the Board and may be
conditioned in such manner as the Board may determine.
Section 13. It may purchase public liability insurance
and such other bonds or insurance as it may deem necessaxy.
Section 14. The Board may exercise any other power
necessary and convenient to the implementation of the powers
and duties which it or the Rate Administrator is given under
the provisions of this agreement.
VII. OFFICERS
Section 1. The officers of the Board of Directors
shall consist of a chairman, a vice chairman and a secretary-
treasurer who shall be elected by the Board at the annual
meeting held in even numbered years after the organizational
meeting. New officers shall take office at the adjournment
of the annual meeting of the Board at which they were elec•�vdo
- Section 2. A vacancy in the office of chairman, vic�
chairman or secretary-treasurer shall occur for any of �':.�
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reasons for which a vacancy in the office of director shall
occur. Vacancies shall be filled by the Executive Committee
until the next meeting of the Board.
Section 3. The chairman shall preside at all meetings
of the Board. The vice chairman shall act as chairman in
the absence, disqualification or disability of the chairman.
Section 4. The secretary-treasurer is responsible
for keeping a record of all the proceedings of the Board
and the Executive Committee, for custody of all funds, for
the keeping of all financial records of the organization
and for such other matters as are delegated to him by the
Board. Persons may be engaged to perform such services
under his supervision and direction as authorized by the
Board. The secretary-treasurer shall post a fidelity bond
or other insurance against loss of organization funds in
amount approved by the Board at the expense of the Authority.
The secretary-treasurer may be compensated for his services
in such amounts as may be established by the Executive
Committee.
VIII. EXECUTIVE COMMITTEE
Section 1. The Board shall provide in its by-laws
for the nomination of candidates for and the election of
an Executive Committee consisting of no more than fourteen
persons, plus the Chairman of the Authority who is ex
ofiicio Chairman of the Executive Committee with a vote.
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Candidates for election need not be directors and a
director may nominate more than one candidate. At the
election each member of the Board may cast a number of
votes equal to the number of offices to be filled
multiplied by the number of votes to which the director
is entitled under Article IV; and such votes may be cast
for any number of candidates. In the case of tie votes
among candidates their ranking in terms of number of votes
received shall be decided by lot. This method of cumulative
voting is authorized £or the election of the Executive
Committee and for no other purpose. At the first organiza-
tional meeting of the Authority, the Board shall establish
procedures for the election of the initial members of the
Executive Committee in accordance with this Article.
Section 2. Members of the Executive Committee shall
serve for a term of two years and until their successors
are appointed and qualify; except that of the members
initially elected, the candidates receiving the first, third,
fifth, seventh, ninth, eleventh and thirteenth highest total
of votes, respectively, shall serve until the annual meeting
of the Authority in 1976, and the other candidates elected
shall serve until the annual meeting in 1975. Each member
of the Executive Committee has one vote. A majority o£ th�
Committee constitutes a quorum, but a smaller number may
adjourn from time to time. The Board in its by-laws may
provide for campelling the attendance of inembers of the
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Executive Committee at meetings thereof and for the dis-
qualification of inembers of the committee for non-attendance.
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_ Section 3. The Executive Committee shall meet at the
call of its chairman or upon the call of any two other
members of the Executive Committee. The date and place
of the meeting shall be fixed by the person or persons
calling the meeting. At least 48 hours advance written
notice of such meeting shall be given to all members of
the Executive Committee by the person or persons calling
the meeting. Such notice, however, may be waived by any
or all members who actually attend the meeting or who give
written waiver of such notice for a specified meeting.
Section 4. The Executive Committee has the following
powers and duties in addition to those granted by Section 7
o£ this Article:
(a) It shall exercise the powers and perform the
duties delegated to it by the Board of Directors,
subject to such conditions and limitations as may be
imposed by the Board.
(b) It shall prepare a proposed annual budget
each year which shall be submitted to the Board of
Directors at least thirty days prior to the annual
meeting.
(cj It shall present a full xeport of its
activities at each regular meeting of the Board.
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Section 5. Sub7ect to the provisions of the approved
budqet the Executive Committee shall have the authority to
,- appoint, fix the conditions of employment of, and remove any
employees of the organization.
Section 6. The Executive Committee may adopt by-laws
govezning its own procedures in accordance with this
agreement and subject to the supervision of the Board.
Section 7. The Executive Committee has those powers
and duties assigned to it by the uniform franchise and such
other powers and duties essential to the administration of
the uniform franchises and convenient to the conduct of
the Authority's affairs as are delegated to it by the Board.
IX. FINANGIAL 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 the
expenditure of funds by villages. Orders, checks and
drafts shall be signed by the chairman or vice chairman
and countersigned by the secretary-treasurer or such other
person as shall be designated by the Board. Other legal
instruments shall be executed on behalf of the Authority
by the chairman and the secretary-treasurer. Contracts
shall be let and purchases shall be made in accordance wi�fi
the legal requirements applicable to villages.
Section 3. The actiyities of the Authority shall ���
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financed by contributions from the Company as provided in
the uniform franchises.
Section 4. An annual budget shall be adopted by the
Board at the annual meeting each year. Copies of the budget
shall be mailed promptly to the chief administrative officer
of each member. The budget is deemed approved by the members
except one who, prior to April 1 of the year involved, gives
notice in writing to the secretary-treasurer that it is
withdrawing from the Authority.
X. DURATION AND DISSOLUTION
Section 1. This agreement shall be in effect during
the term, including renewal terms, of the uniform franchises,
and for such additional period not exceeding one year as is
necessary for the Board to provide for final disposition
of the affairs of the Authority.
Section 2. A member may withdraw by �iling written
notice thereof with the secretary of the Authority at least
90 days prior to the termination of its franchise, giving
notice of withdrawal at the end of the calendar year; and
membership sha11 continue until the date of its franchise
termination. A notice of withdrawal may be rescinded by a
member at any time. If a governmental unit withdraws
before dissolution of the Authority, such governmental unit
shall have no claim to the assets of the Authority.
Section 3. The Authority shall be dissolved wheneve�
the withdrawal of a member reduces total membership in t.k��
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Autliority to less than the number of inembers required for
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initial membership. In the event of dissolution, the Soard
_, shall determine the measures necessary to effect the
dissolution and shall provide for the taking of such measures
as promptly as circumstances permit subject to the provisions
of this agreement. Upon dissolution of the Authority, all
the remaining assets of the Autnority, after payments of
obligations, shall be distributed among the then existing
members in proportion to the number of their votes and in
accordance with procedures established by the Board.
IV WITNESS WHt,REOF, the undersigned governmental unit
nas caused this agreement to be signed and delivered om its
behalf.
In the presence of: VILLAGE OF ARDEN HILLS
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. By ��'LG+!iL�:G�-GC� 8 �
C1erk
Aated: v��i�, � a�/ � 1973
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Filed in the office of City Manager of Columbia Heights,
Minnesota, this day of , 1973.
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