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HomeMy WebLinkAboutResolution - 2000-135 - Relating to Joint and Cooperative Agreement - 08/15/2000 CITY OF EDEN PRAIRIE ]HENNEPIN COUNTY RESOLUTION NO.2000-135 A RESOLUTION RELATING TO JOINT AND COOPERATIVE AGREEMENT BE IT RESOLVED,by the City Council of the City of Eden Prairie,Minnesota, as follows: WHEREAS,Minnesota Statutes Section 471.59 permits two or more governmental units, by agreement of their governing bodies,to jointly and cooperatively exercise any power common to each of them, and WHEREAS,the parties have entered into this Joint and Cooperative Agreement to develop programs on matters of mutual concern and interest and identify,review and actively oppose proposals which may be in conflict with the interest of the members. NOW, THEREFORE,BE IT RESOLVED that the Mayor and City Manager are hereby authorized and directed to execute the Joint and Cooperative Agreement as amended and attached hereto. ADOPTED this 15t'day of August,200)Jean L.Harris,Mayor ATTEST: Ka een Porta, City Clerk Last Amended July 19, 1995 JOINT AND COOPERATIVE AGREEMENT PRELIMINARY STATEMENT The parties to this Agreement are governmental units of the State of Minnesota. Minnesota Statute 471.59 permits two or more sub-units, by agreement of their governing bodies, to jointly and cooperatively exercise any power common to each of them. Pursuant to statutory authorization, the parties to this Agreement have chosen to execute a joint powers agreement providing, in essence, for the development of legislative programs on matters of mutual concern and interests. ARTICLE 1. GENERAL PURPOSE The primary purpose of this Agreement is for the member municipalities to jointly and cooperatively develop legislative programs on matters of mutual concern and interest, and identify, review, and to actively oppose proposals which may be in conflict with the interests of the member municipalities. The organization formed pursuant to this Agreement will be funded by member municipalities' contributions, as herein specified, with contributions being used for the retention of professional assistance, information preparation and dissemination, research, and other activities that may from time to time be authorized by the membership. ARTICLE 2. NAME The Members hereto agree to establish an organization to be known as the Municipal Legislative Commission to carry out the objectives of this Agreement. ARTICLE 3. DEFINITION OF TERMS For the purpose of this Agreement, the terms defined in this Article shall have the meanings given them by this Article. 3.1) "Board" or "Board of Directors" means the governing body of the Commission. 1 3.2) "Commission" means the organization created pursuant to this Agreement. 3.3) "Council" means the governing body of a Member. 3.4) "Directors" means the persons appointed pursuant to this Agreement to serve as Directors. 3.5) "Operating Committee" means the committee consisting of the City Managers or Administrators of each Member. 3.6) "Member" means a municipality which has entered into this Agreement. 3.7) "Associate Member" means a municipality which has entered into this Agreement, but does not have the same voting rights and privileges as a Member. ARTICLE 4. ADDITIONAL MEMBERS Any other municipality may become a Member or Associate Member upon approval by a majority of the then Members. ARTICLE 5. EFFECTIVE DATE A municipality shall enter into this Agreement by duly executing a copy of this Agreement any by filing such copy, together with a certified copy of the authorizing resolution, with the Commission Chair. This Agreement shall become effective upon approval by at least six (6) municipalities, or on February 1984, whichever is sooner. ARTICLE 6. POWERS AND DUTIES OF THE COMIVIISSION 6.1) The powers and duties of the Commission shall include the powers set forth in this article. 6.2) It may establish legislative programs embodying proposed legislation and positions on proposed legislation. 6.3) It may take such action as it deems necessary and appropriate to accomplish the general purpose of this organization. 6.4) It may consult with persons knowledgeable in the legislative process and persons having a special interest therein, such as legislators, research organizations, 2 educational institutions, other political- subdivisions, municipal organizations, regulatory organizations, technical experts, and any other persons who can provide pertinent information concerning legislation of interest to the Commission. 6.5) 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. 6.6) It may conduct such research and investigation and take such action as it deems necessary, including participation and appearance in proceedings of any metropolitan, state, federal, regulatory, or legislative or administrative bodies, on any proposed or existing law, bill, or recommendation related to or affecting any or all members. 6.7) It may enter into any contracts deemed necessary by the Board to carry out its powers and duties, subject to the provisions of this Agreement. 6.8) It may contract with any of the Members or others to provide space, services, or materials on its behalf. Any contracts let or purchases made shall conform to the requirements applicable to Minnesota statutory cities. 6.9) It may accept gifts, apply for 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. 6.10) It shall cause an annual audit of the books of the Commission to be made by an independent auditor, or an independent auditor of a member city, whichever the Board determines. It shall make an annual financial accounting and report in writing to the Members. Its books and records shall be available for and open to the examination by the Parties at all reasonable times. It shall establish the annual budget for the Commission as provided in this Agreement. 6.11) It may delegate authority to the Operating Committee between Commission meetings. Such delegation of authority shall be by resolution of the Board and may be reconditioned in such manner as the Board may determine. 6.12) It may exercise any other power necessary and incidental to the implementation of its powers and duties. ARTICLE 7. BOARD OF DIRECTORS 7.1) The governing body of the Commission is its Board of Directors. Each Member is entitled to two Directors. Each Member is entitled to one vote to be cast by the elected Director or in his/her absence the appointed Director or their respective 3 proxies. The Council of each Member shall appoint its two (2) Directors, one (1) of whom shall be the City Manager or Administrator and the other shall be an elected official from the Council of the Member. Directors shall serve without compensation from the Commission, but this shall not prevent a Member from providing compensation for its Directors if such compensation is authorized by the Member and by law. 7.2) Proxy voting shall be permitted. Proxies must be designated by a Director and must be present at the meeting to vote. 7.3) Each Director shall serve until that Director's successor is appointed and assumes his or her responsibilities. Directors shall serve at the pleasure of the Council appointing them. When a Council appoints a Director, it shall give notice of such appointment to the Commission's Secretary/Treasurer. Such notice shall include the mailing address of the person so appointed. The names and addresses shown on such notices may be used as the official names and addresses for the purposes of giving notices of any meetings of the Commission. 7.4) A majority of the Members shall constitute a quorum of the Board. 7.5) A vacancy on the Board shall be filled by the Council of the Member whose position on the Board is vacant. ARTICLE 8. MEETINGS 8.1) The Commission shall meet at least quarterly and shall hold an annual organizational meeting in July. 8.2) The Board shall adopt Bylaws governing its procedures, including the time, place, and frequency of its regular meetings. Such Bylaws may be amended from time to time. 8.3) Special meetings of the Board may be called (a) by the Chair or (b) by the Operating Committee, or the Board upon written request of the majority of the Directors. Five (5) 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 a special meeting. 8.4) Notice of regular meetings of the Board shall be given to the Directors by the Secretary/Treasurer at least seven (7) days in advance and the agenda for such meetings shall accompany the notice. However, business at regular meetings of the Board need not be limited to matters set forth in the agenda. 4 ARTICLE 9. OFFICERS 9.1) Number, Election, Qualifications - The officers of the Commission shall consist of a Chair, Vice Chair and a Secretary/Treasurer. Each officer shall be elected at the annual organizational meeting by the Board. The Chair and Vice Chair shall hold office for a two-year term and until his/her successor shall have been elected and have qualified or until his/her earlier disqualification, death, resignation, or removal. The Secretary/Treasurer's term shall commence on January 1 of the following year and end on December 31 twenty four months later. 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, with the exception of the Secretary/Treasurer who shall take office on the first day of January of the following year. Not more than one (1) Director of a Member shall be elected an officer during the same term. Directors of a Member 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. Officers may serve for more than one term. 9.2) Resignation - Any officer of the Commission may resign at any time by giving written notice of his/her resignation to the Board, to the 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 Chair, or to the Secretary/Treasurer. The acceptance of a resignation shall not be necessary to make it effective. 9.3) 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 meetings 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. 9.4) 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. 9.5) Chair; Vice Chair - The Chair shall preside at all meetings of the Commission and shall perform all duties incident to the office of Chair and such other duties as may be delegated by the Commission. The Vice Chair shall act as Chair in the absence of the Chair. The Chair shall be an elected Director and the Vice Chair shall be an appointed Director who shall also serve as Chair of the Operating Committee. 9.6) Secretary/Treasurer - The Secretary/Treasurer shall be a Director who is a member of the Operating Committee. He/She shall be responsible for keeping a record of all of the proceedings of the Commission and Operating Committee. The Secretary/Treasurer shall send written notice and material pertaining to agenda 5 items to each Director. He/She shall have custody of the Commission's funds, shall pay its bills, and keep its financial records, and generally conduct the financial affairs of the Commission. The Secretary/Treasurer shall be responsible for the activities provided by Section 6.10. The Secretary/Treasurer 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 be issued in accordance with the financial practices applicable to the member city from which the Secretary/Treasurer is elected. In conducting the Commission's financial affairs, the Secretary/Treasurer shall, at all times, act in accordance with general accepted accounting principles. The Secretary/Treasurer's reports, including any bills or claims to be acted upon by the Commission, shall be distributed to all Directors. Any persons may be engaged to perform such services under the Secretary/Treasurer's supervision and direction, when authorized by the Commission. 9.7) Other officers - The Commission may appoint such other officers as it deems necessary. All such officers shall be Directors. 9.8) Committees - The Commission may appoint such committees as it deems necessary or desirable to accomplish its purposes. ARTICLE 10. OPERATING COAEWrTEE 10.1) Qualifications - The Operating Committee shall consist of the City Manager or Administrator Director appointed by each Member. 10.2) Authority - The Operating 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 Bylaws or resolution of the Board, but at all times, shall be subject to the control and direction of the Board. 10.3) Meetings - The Operating Committee shall meet monthly at a time and place to be determined by the Operating Committee. Special meetings may be called by the Vice Chair or by any other two (2) members of the Operating 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 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. 10.4) Personnel - The Operating Committee shall have authority to hire, supervise, and discharge full- or part-time employees but their compensation shall be within budget 6 limitations. The Operating Committee may make any required employer contributions which local government units are authorized or required to make by law. ARTICLE 11. FINANCIAL MATTERS 11.1) Commission funds may be expended by the Board in accordance with the procedures established by law for the expenditure of funds by Minnesota statutory cities. Legal instruments shall be executed with authority of the Board, by any two (2) officers. 11.2) The financial contributions of the Members in support of the Commission shall be per capita. Each of the Members shall pay to the Commission an amount to be determined by the Board annually based upon the most recent Metropolitan Council population estimates. The financial contributions of Associate Members shall be determined by the Board. These amounts may be used by the Commission to pay all legal and consultant costs and expenses and other expenses as approved by the Board. The Board may authorize changes in the per capita and maximum charge for all members upon majority vote. 11.3) A proposed budget shall be formulated by the Board and submitted to the Members on or before August 1 of each calendar year. Such budget shall be deemed approved by a Member unless, prior to September 15 of the year involved, the Member gives notice in writing to the Chair that it is withdrawing from the Commission. Final action adopting a budget for the ensuing calendar year shall be taken by the Board on or before November 1 of each year. 11.4) Any Member may inspect and copy the Commission books and records at any and all reasonable times. All books and records shall be kept in accordance with normal and accepted accounting procedures and principles used by Minnesota statutory cities. ARTICLE 12. WITHDRAWAL 12.1) Withdrawal - Any Member or Associate Member may withdraw from this Agreement effective on January 1 of any year by giving notice pursuant to Section 2 of this Article prior to September 15 of the preceding year. 12.2) Notice - In order to effectuate a withdrawal, a Member or Associate Member withdrawing from the Commission shall give written notice to the Chair of the Commission, served personally on the Chair or addressed to the Chair at the address shown on the records of the Commission, and by giving with such notice, a copy of a resolution of its Council stating its decision to withdraw from the 7 Commission. The withdrawal shall be effective upon actual receipt by the Chair of such notice and resolution. The withdrawing Member shall have the responsibility for such actual receipt by the Chair. Upon receipt of such notice and resolution, the Chair of the Commission shall forward a copy of the notice and resolution to each Director. 12.3) Financial Effect of Withdrawal — No financial benefit shall inure to a Member or Associate Member that withdraws from this Commission nor shall there be any reimbursement for any contribution made or required of the withdrawn Member by this Agreement. ARTICLE 13. AMENDMENTS 13.1) This agreement may be amended only by the written approval of the City Councils of each member city. ARTICLE 14. DISSOLUTION 14.1) Duration of Commission— The Commission shall be dissolved if less than four (4) Members remain, or by operating of state or federal law or regulation, now or hereafter enacted, or by mutual signed agreement of all of the Members. 14.2) Distribution of Assets — Upon dissolution of the Commission, all remaining assets of the Commission, after payment of all obligations, shall be distributed among the Members that are Members 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. IN WITNESS WHEREOF, The municipality of Eden Prairie has caused the Agreement to be signed on its behalf this 15th day of August, 2000. By: CL Je . Harris, Mayor By: Christopher M. Enger, City Manager 8