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#156 05-20-58 Authorize Agreement Suburban Gas Agency344 Resolution No. 156 May 20, 1958 Member Teresi introduced the following resolution and MOVED its adoption: "RESOLUTION AUTHORIZING JOINT AND COOPERATIVE AGREEMENT RELATING TO .ESTABLISHMENT OF SUBURBAN GAS AGENCY" BE IT RESOLVED by the Village Council of the Village of Golden Valley, as follows: 1. It is hereby determined to be necessary and expedient to the public health, safety, prosperity, convenience and general welfare to enter into a Joint and Cooperative Agreement with other suburban municipal corporations to facilitate study, consideration and negotiations relative to the rates, servi— ces, and other matters concerning the distribution of natural gas in this municipality. 2. The said Agreement, a copy of which is attached hereto and made a part hereof, is hereby approved and adopted and the appropriate officials of this municipality are hereby authorized and directed to execute said Agreement on behalf of this municipality and to take the steps outlined in said Agreement necessary to effectuate it. 3. The first member of the Board of Directors of the Agency established by said Agreement from this municipality shall be Arthur Flannagan, who is a member of the governing body of this municipality. JOINT AND COOPERATIVE AGREEMENT The parties to this Agreement are municipal corporations of the State of Minnesota. The Agreement is made pursuant to Minnesota Statutes, Section 471.59. I. NAME The name of this Agency shall be Suburban Gas Agency. II. MEMBERS The membership of this agency shall consist of as many of the following named municipal corporations as shall elect, through Resolution adopted by their respective governing bodies, to become members: Village of Bloomington Village of Brooklyn Center City of Columbia Heights Village of Crystal Village of Edina City of Fridley Village of Golden Valley City of Hopkins Village of Morningside Village of Richfield City of Robbinsdale Village of St. Anthony City of St. Louis Park Resolution No. 156 (continued) May.20, 1958 Additional members may be addedupon unanimous consent of the existing members, subject to such terms and conditions as shall be unanimously agreed upon, and such membership may be effected by attaching an addendum to this Agreement properly executed by the officers of the existing members of the Agency. III. PURPOSES AND POWERS The purpose of this Agency shall be to carry on broad fact-finding investigations and negotiations concerning all matters involved in the distribution of gas for heating and other purposes in the member munici- palities. In effecting said purposes, the Agency shall have the following powers: 1. To conduct research and studies of all kinds relative to the rates charged and service offered by the distributors of gas. 2. To make periodic audits of the financial books and records of the gas distributors. 3. To advise all members at regular intervals regarding rates charges by gas distributors and franchise provisions of all kinds. - 4. To collect data of all kinds relative to the distribution of gas in the member municipalities. 5. To advise member municipalities with respect to legislation affecting the regulation of distributors of gas. 6. To make an analysis and study of the gas rates at least - annually. 7. To act as a central point for the collection and dissemination of information relative to the distribution of gas in the member municipalities. 8. To have access to all information, books, and records of the utility company or companies distributing gas in the member municipalities to which said member municipalities and each of them have access. 9. To carry on discussions and negotiations with the company or companies distributing gas in the member municipalities relative to rates charged or to be charges, services performed or to be performed, franchise provisions of all kinds and other matters of interest to the members; provided, however, that the Agency shall not be employed to make firm commitments with said company or companies, but rather, shall make recommendations to the members based upon said discussions and negotiation whereupon acceptance or rejection of said recommendations may be effected by said members as provided by law. e'4V Resolution No. 156 (continued) May 20, 1958 10. To provide legal and technical assistance in connection with litigation between one or more members of the Agency and the utility company or companies distributing gas in said member municipalities. The use of Agency funds for such litigation shall be only upon the unanimous consent of the members of _ the Board of Directors voting on the proposition upon a finding that it appears to be beneficial to the members generally. 11. To accumulate reserve funds for the purpose herein mentioned. 12. To contact upon such terms and conditions deemed advisable with non-member municipalities to provide services and advice ralative to the distribution of gas in said non-member muni- cipalities. 13. To employ a director, attorneys, accountants and other personnel deemed necessary, whether on a full-time, part-time or consulting basis, all of whom shall serve at the pleasure of the Board of Directors. 14. To collect monies from the members of the Agency and from any other source approved by the Board of Directors. 15. To incur expenses necessary and incidental to the effectuation of these purposes and powers and to disburse therefor as here- inafter provided. 16. To contact for space, materials and supplies necessary, either with a member municipality or elsewhere. 17. To make an accounting and report at least annually to the members of the Agency as to all funds, receipts and disbursements. 18. To exercise all other powers necessary and incidental to the implementation of the purpose and powers set out herein. IV. ADMINISTRATION The Agency shall be governed by a Board of Directors which shall consist of one member of the governing body of each member municipality to be desig- nated by said governing bodies not later than December 15 of each year. Said members of the Board of Directors shall serve from January 1 through December 31 of each year or until their successors are appointed and qualified. The Board of Directors shall hold regular meetings in January and July of each year and at other times designated by the Chairman. The members of the Board of Directors shall serve without compensation. A majority of the Board of Directors shall constitute a quorum. Whenever a vacancy exists in the office of director from any member, its governing body shall fill the vacancy from its membership for the unexpired term. „„,; 64o At its regular meeting in January of each year the Board of Directors shall elect from its membership a Chairman, Vice Chairman, Secretary and Treasurer, who shall serve in said offices from January 1 through December 31 of that year, or until their successors are appointed and qualified. Said officers shall constitute the Agency :executive Committee, which shall have the primary responsibility for the administration of the Agency. The Executive Committee shall meet at the times and places designated by the Chairman. Vacancies on the Executive Committee shall be filled by the Board of Directors. Agency funds may be expended upon authorization by the Executive Comr3ittee for ordinary and necessary expenses, and otherwise upon specific authorization of the Board of Directors. Expenditures shall be made upon veri- fied claims according to the procedure established for Village under the app- licable State Statutes. Checks or drafts may be signed by either the Chairman or Vice Chairman and the Treasurer. Other legal instruments may be executed on behalf of the Agency by either the Chaerman-or Vice Chairman and the Secretary, when authorized by the Board of Directors. V. FINANCES The activities of the Agency shall be financed by contributions from the members and from other sources approved by the Board of Directors. Not later than August 1 o each year, the total annual contribution by members for the ensuing year shall be established by the Board of Directors according to the anticipated expenditures; proveded, that for each year, except 1958,said contributions shall not exceed one-half of one percent of the gross revenue derived from the sale of gas in the then member municipalities during the most recent year for which such statistics are available at the time the budget is established. The Board shall also establish the contributions of members for the year 1958, the total of which shallnot exceed $15,000.00. Determination of total contributions for 1958 shall be made by the Board of Directors on or before June 1, 1958. The contributions each year by the member municipalities shall be based upon the proportionate gross revenue from sales of gas in each member munici- pality during the most recent year for which statistices are available at the time the contributions are established. Said contributions shall be made by the member municipalities to the Agency as follows: One-half on or before February 1 of each year and one-half on or about August 1; provided that in 1958 the contribution shall be made on or before August 1, 1958. VI. EFFECTIVE DATE This agreement will be entered into by each member municipality by the execution thereof by its proper officers subsequent to the adoption of a Resolution No. 156 (continued) May 20, 1958 The Board of Directors shall decide all policy matters, including the annual budget (which shall be adopted not later than August 1 of the year preceding the year under consideration), the contributions to be made by the members, and the projects to be undertaken by the Agency, subject to the limitations contained in Article V hereof. At its regular meeting in January of each year the Board of Directors shall elect from its membership a Chairman, Vice Chairman, Secretary and Treasurer, who shall serve in said offices from January 1 through December 31 of that year, or until their successors are appointed and qualified. Said officers shall constitute the Agency :executive Committee, which shall have the primary responsibility for the administration of the Agency. The Executive Committee shall meet at the times and places designated by the Chairman. Vacancies on the Executive Committee shall be filled by the Board of Directors. Agency funds may be expended upon authorization by the Executive Comr3ittee for ordinary and necessary expenses, and otherwise upon specific authorization of the Board of Directors. Expenditures shall be made upon veri- fied claims according to the procedure established for Village under the app- licable State Statutes. Checks or drafts may be signed by either the Chairman or Vice Chairman and the Treasurer. Other legal instruments may be executed on behalf of the Agency by either the Chaerman-or Vice Chairman and the Secretary, when authorized by the Board of Directors. V. FINANCES The activities of the Agency shall be financed by contributions from the members and from other sources approved by the Board of Directors. Not later than August 1 o each year, the total annual contribution by members for the ensuing year shall be established by the Board of Directors according to the anticipated expenditures; proveded, that for each year, except 1958,said contributions shall not exceed one-half of one percent of the gross revenue derived from the sale of gas in the then member municipalities during the most recent year for which such statistics are available at the time the budget is established. The Board shall also establish the contributions of members for the year 1958, the total of which shallnot exceed $15,000.00. Determination of total contributions for 1958 shall be made by the Board of Directors on or before June 1, 1958. The contributions each year by the member municipalities shall be based upon the proportionate gross revenue from sales of gas in each member munici- pality during the most recent year for which statistices are available at the time the contributions are established. Said contributions shall be made by the member municipalities to the Agency as follows: One-half on or before February 1 of each year and one-half on or about August 1; provided that in 1958 the contribution shall be made on or before August 1, 1958. VI. EFFECTIVE DATE This agreement will be entered into by each member municipality by the execution thereof by its proper officers subsequent to the adoption of a �a ��ryy1 Osr Resolution No. 156 (continued) May 20, 1958 resolution to enter into the Agreement by the governing body of the member municipality. Thereupon the Clerk of said municipality shall forthwith file a duly executed copy of the Agreement, together with a certified copy of said resolution, with the Village Manager of the Villageof Richfield. Said resolution shall also designate the representative of the municipality who shall serve the initial term on the Board of Directors. The Agreement shall become effective as of the time when eight of the municipalities listed in Sectinn II hereof file said agreement and resolution as set out herein; pro- vided that nothing contained in this Section shall be interpreted to termin- ate the Agency if at a later time less than eight municipalities continue to be members of the Agency. Within 30 days after the effective date of the Agreement, the Village Manager of the Village of Richfield shall call the first meeting of the Board of Directors, which shall be held notmore than 15 days later. At the first meeting of t1e Board of Directors, officers shall be selected, rules adopted for the conduct of meetings, and a budget forthe remainder of 1958 adopted. The first members of the Board of Directors and the officers of the Agency shall hold office until January 1, 1958, or until their successors are appointed and qualified. VII. DURATION The Agency shall continue for a term of two years after the effective date of the Agreement and thereafter from year to year unless dissolved by unanimous action of the Board of Directors or unless the number of members shall become less than four. None of the original members shall withdraw from the Agreement during the first two year; thereafter, withdrawl of member at the end of any year may be accomplished by said member's filing written notice thereof with the secretary of the Agency of June 15th giving notice of withdrawl at the end of the year; membership shall continue until the effective date of the notice of withdrawl. VIII. DISSOLUTION Upon dissolution of the Agency, all property of the Agency shall be sold and the proceeds thereof, together with any surplus monies on hand, shall be distributed to the then members of the Agency in proportion to their actual contribution for the preceding three years. IN WITNESS WHEREOF, the undersigned municipal corporation has caused this Agreement to be signed and delivered on its behalf. VILLAGE OF GOLDEN VALLEY /s/ Carl Nadasdy MayorIN TH?? PRESENCE OF /s/ Helen Penniman /s/ Arlene Mulleady Resolution No. 156 (continued) May 20, 1958 /s/ RoEer K. Ulstad _ Village Clerk and Administrator DATED: , 1958 Filed in the office of the Village Manager, Village of Richfield, this day of --, 1958. The motion for the adoptionof the foregoing resolution was duly seconded by Member Flannagan and, upon vote being taken thereon, the following members voted in favor thereof: Bies, Flannagan, Nadasdy, Scherer, and Teresi; and the following voted against the same: None, whereupon said resolution was declared duly passed and adopted, signed by the Mayor, and his signature attested by the Clerk. 1 1