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HomeMy WebLinkAboutPUBLIC CABLE TELEVISION AUTHORITY (PCTA) - 2004-03-15 L PCTA Public Cable Television Authority A Joint Powers Agency Serving the Cities of Fountain Valley,Huntington Beach,Stanton,and Westminster fi - May 28 2004 c �� � c . Ms. Connie Brockway, City Clerk I� City of Huntington Beach P.O. Box 190 Huntington Beach, CA 92648 Dear Ms. Brockway: Enclosed please find the signed Restated and Amended Joint Powers Agreement for the PCTA. Please retain in your PCTA public files. If you have any questions,please do not hesitate to call me at(714) 968-2024. Sincerely, ary M es Executive Director Enclosure 10200 Slater Avenue•Fountain Valley,CA 92708 (714) 968-2024•Fax (714)968-0810 RESTATED AND AMENTI)ED JOINT PON ERS AGREEMENT PUBLIC CABLE TELEVISION AUTHORITY c _ THIS AGREEMENT, dated for convenience as of 4- by-and mong the city of Fountain Valley ("Fountain Valley"); the City of Huntington Beach ("i&unt n ton- Beach"); the City of Stanton ("Stanton'); and the City of Westminster ("Westminster"�each created pursuant to the Constitution and laws of t'ae State of California, and collecti%—tly referred to as"Cities"or as"Members". cn > WITNESETII: WHEREAS, the Cities have heretofore entered into an Agreement entitled "Joint Powers Agreement — Public Cable Television Authority"'(the "Joint Powers Agreement") dated as of December 26, 1990 to create the"Public Cable Television Authority"("PCTA"); and WHEREAS, the Cities desire to replace said Joint Powers Agreement; and WHEREAS, the Cities desire to enter into a new Agreement which continues in existence a separate public entity pursuant to the provisions of the Joint Powers Act for the purposes set forth herein and desires that such separate public entity have the powers provided herein in connection with such purposes; NOW, THEREFORE, the Cities, for and in consideration of the mutual promises and agreements herein contained,do hereby agree as follows: SECTION 1: PURPOSE This Agreement is made pursuant to the provisions of Article 1, Chapter S, Division 7, Title 1,of the Government Code of the State of California, as amended (the "Joint Powers Act'), to create a separate public entity possessing full police power regulatory authority for the purposes of exercising the common powers of the Cities relating to community antenna television systems, Open Video Systems, or Cable Television Systems (collectively, "Cable Systems"), and any and all services; including non-cable services, provided on or through said Cable Systems. Such common powers include, but are not limited to, granting franchises, administering franchises, renewing franchises, administering channels allocated for city, school, public safety or community uses, conducting research, appearing before or communicating with administrative or legislative (including State, Federal and Local) bodies, to acquire, construct, finance, manage and operate a community antenna television system or cable television system and all other necessary and incidental powers with respect to Cable Systems and the services provided on or through those systems. 12 410 1795 6.0001 , 444130.03 03/2104 SECTION 2: DEFINITIONS In addition to the other terms defined herein, the following terms, whether in the singular or in the plural,when used herein and initially capitalized, shall have the meanings specified. 2.1 Fiscal Year The term "Fiscal Year"shall mean the Fis:al Year of the PCTA as established from time to time by the Board of Directors, being at the date of this Agreement the period from July 1 to and including the following June 30. 2.2 Member The terra "Member" shall mean (i) the parties first listed above, each of which is a city located in the State of California and each of which executed this Agreement on or before the date first above written; (ii) a city, county, public corporation or public district which shall have met the requirements of Section 12 hereof; and (iii) a successor of a city, county, public corporation or public district which shall have withdrawn or been excluded from the PCTA pursuant to Section 13 hereof. 2.3 Public Cable Television Authority The term "Public Cable Television Authority or PCTA" shall mean the separate, public entity created by this Agreement. SECTION 3: CREATION OF AGENCY Pursuant to the Joint Powers Act, there is hereby created a public entity, to be known as the "Public Cable Television Authority" which shall be a public entity separate and apart from the Members. SECTION 4: TERM This Agreement shall become effective as of the date hereof and, subject to the provisions of Section 11 hereof, shall continue in full force and until the expiration or termination of any franchise or extension thereof awarded by PCTA within any Member. Any terminating Member shall give six (6) months written notice of termination to PCTA and to all other Members unless waived by the unanimous vote of the remaining Members. SECTION S: POWERS The PCTA shall at all times have power to do or cause to be done those things necessary to accomplish the purposes of this Agreement as set forth in Section 1 hereof. In accordance with the preceding sentence, the PCTA is hereby authorized and empowered, in its own name, to do or cause to be done all acts necessary for the exercise of said power, including but not limited to any or all of the following: 1241017956.0001 -2- 444180.03 03M/04 5.1 To plan, develop, finance, acquire, construct, manage, maintain or operate any Cable System and all real or personal property, tangible or intangible, necessary or incidental thereto. 5.2 To award, grant, or renew community antenna television system, Open Video Systems,or Cable System franchises or extensions thereof. 5.3 To conduct and perform research (including public surveys)with respect to Cable Systems. 5.4 To appear before and communicate with administrative and legislative bodies (including State, Federal and Local)with respect to Cable System. 5.5 To make and enter into other cor.Lracts of every kind with a Member, the United States, any state or political subdivision thereof, and any individual, firm, association, • partnership, corporation or any other organization of any kind. 5.6 To employ agents and employees. 5.7 To incur debts, liabilities or obligations which do not constitute a debt, liability or obligation of any Member. 5.8 To sue and be sued in its own name. 5.9 To exercise any other power permitted by the Joint Powers Act. 5.10 To establish a budget and. authorize expenditures therefrom. 5.11 To provide advisory and consultation services, upon .written request of the Member and reimbursement for the cost of said services, in relation to such subject areas as telecommunications, public rights-of-way management, public right-of-way compensation, regulation of wireless carriers, wireless siting, telecommunication services, internet services, internet technology, intemet protocols,information services,broadband deployment, and any and all related fields. Such powers shall be exercised in the manner provided in Section 6509 of the Government Code of the State of California. SECTION 6: BOARD OF DIRECTORS The PCTA shall be administered by a governing board (the "Board of Directors') which shall consist of two (2) Directors representing each Member. The City Council of each Member shall appoint, from time to time, two (2) directors. The Directors representing each Member shall be members of the City Council of such Member, provided however, that when such Director is no longer a member of the Appointing City Council, such Director will be deemed to no longer be a Director. Each Director will serve in his/her individual capacity as a member of the Board of Directors.Each Director shall serve at the pleasure of the Appointing City Council. 124 I79340001 -3- 444[80.03 a=23104 The Board of Directors shall have the responsibility for the general management of the affairs, property and business of the PCTA and may adopt and modify from time to time such By-Laws and other rules and regulations for that purpose and for the conduct of its meetings as it may deem proper. The Board of Directors may exercise and shall be vested with all powers of the PCTA insofar as not inconsistent with law or this Agreement. The Board of Directors may adopt a Resolution providing that each member of the Board of Directors shall receive compensation in the amount of One Hundred Dollars ($100.00) per meeting of the Board of Directors. Such compensation may be increased or decreased by an amendment to the Resolution adopting such compensation, provided, however, that the amount of such increase may not exceed an amount equal to five percent (5%) for each Fiscal Year from the operative date of the last adjustment of compensation in effect when the Resolution or amendment thereto is adopted. SECTION 7: MEETINGS OF BOARD OF DIRECTORS All meetings of the Board of Directors, including, without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the California Government Code). 7.1 Regular Meetings The Board of Directors shall hold a regular meeting not less than once each calendar year. The date upon which, and the hour and place at which, each regular meeting shall be held shall be fixed by resolution of the Board of Directors and a copy of such resolution shall be filed with each Member. 7.2 Special_Meetings Special meetings of the Board of Directors may be called in accordance with the provisions of Section 54956 of the Government Code of the State of California, as amended. 7.3 Legal Notice All meetings of the Board of Directors shall be held subject to the provisions of the laws of the State of California requiring notice of meetings of public bodies to be given in the manner provided in such laws. 7.4 Minutes The Secretary of the PCTA shall cause to be kept minutes of the meetings of the Board of Directors, both regular and special, and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each Director. 124/017956-0001 4- 441180.03 a03,23104 7.5 Quorum A majority of. the Board of Directors shall constitute a quorum for the transaction of business, except that, if less than a majority is present at a meeting, a majority of those Directors present may adjourn the meeting from time to time. 7.6 Voting Each Director shall have one vote. When a quorum is present at a meeting of the Board of Directors, the vote of the Directors present at such meeting shall decide any question brought before such meeting and such decision shall be deemed to be the action of the Board of Directors. Except in the case of a tie and in Subsection 12.2 of this Agreement, the vote of a majority of all Member of the Board of Directors shall decide any question. In the event of a tie vote, the matter being considered is deemed not to pass. • SECTION 8: OFFICERS' 8.1 At its first meeting in each Fiscal Year, the Board of Directors shall elect or re- elect a Chairman and a Vice Chairman each of whom shall be selected from among the Directors and shall also appoint or re-appoint a Secretary and a Treasurer/Auditor each of whom may, but need not be selected from among the Directors. In the event that the Chairman, Vice Chairman, Secretary or Treasurer/Auditor so elected or appointed ceases. (in the case of the Chairman or Vice Chairman) to be a Director, resigns from such office or is otherwise unable to perform the duties of such office, the resulting vacancy shall be filled at the next regular meeting of the Board of Directors held after such vacancy occurs, or as soon thereafter as is reasonably practical. In the absence or inability of the Chairman to act, the vice Chairman shall act as Chairman. The Chairman, or in his absence the Vice Chairman, shall preside at and conduct all meetings of the Board of Directors. 8.2 The Treasurer/Auditor is designated as the treasurer are the auditor of PCTA and as such (i) shall be the depositary of PCTA to have custody of all the money of PCTA, from whatever source (ii) shall draw warrants to pay demands against PCTA and present such warrants to the Board of Directors for approval, and (iii) shall have the other powers, duties and responsibilities of such officers as specified in Section 6505.5 of the Government Code of the State of California, as amended. 8.3 The Chairman, the Vice Chairman and (to the extent such officers' duties and responsibilities pursuant to the Joint Powers Act require) the Treasurer/Auditor are designated as the public officers or persons who have charge of, handle, or have access to any property of PCTA, and each such officer shall file an official bond with the Secretary of PCTA in the amount of$100,000.00. 8.4 In addition to the powers, duties and responsibilities provided herein or by law, the Chairman, the Vice Chairman and the Secretary shall have such powers, duties and responsibilities as are provided in the By-Laws of PCTA. The Treasurer/Auditor shall have such powers, duties and responsibilities as are provided herein or by law. 1241017956-0001 -5- 444180.03 a07 2J'04 8.5 The Board of Directors shall have the power to appoint, or contract to employ, an Executive Director, who may be an employee of a Member and who shall have such powers, duties and responsibilities as are determined by the Board of Directors. 8.6 The Board of Directors shall have the power to appoint, or contract to employ, such other officers and employees as it may deem necessary, any of whom may be employees of a Member, and who shall have such powers, duties and responsibilities as are determined by the Board of Directors. SECTION 9: CONTRIBUTIONS: PAYNTENTS_`ADVANCES;ETC. In accordance with Section 6504 of the Government Code of the State of California, as amended, the Member shall make such contributions, payments and advances to PCTA as are approved from time to time by the Board of Directors and by the City Council of each Member. PCTA may make such arrangements relative to the repayment or return to the Member of such contributions, payments and advances as are approved from 'time to time by the Board of Directors. Any Member which fails to make or pay when due any required contribution,payment or advance to PCTA, may have its rights under this Agreement terminated and may be excluded from participation in PCTA as provided in Subsection 13.3 of this Agreement. The Board of Directors may, from time to time, distribute to each Member money derived by PCTA from the franchise payments to PCTA. Such sums shall be distributed to each Member in the same percentage that the revenue is received. For the purpose of exercising its powers and effecting the purposes of this Agreement, PCTA may undertake any method of financing presently authorized or which may be authorized in the future,under the provisions of the Government Code of the State of California. SECTION 10: LIABILITY AND CONTRIBUTION 10.1 Pursuant to Section 6508.1 of the Government Code of the State of California, as amended, no debt, liability or obligation of PCTA shall be a debt, liability or obligation of any Member except as provided by Section 895.2 of the Government Code of the State of California in the case of injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement. 10.2 In the event any Member is held liable upon any judgment for damages caused by a negligent or wrongful act or omission occurring in the performance of this Agreement, and pays in excess of its Liability Share of such judgment, such Member shall be entitled to contribution from each other Member, and such Member may require each other Member to pay any amount in excess of such Member's Liability Share of such judgment which such Member has paid, but in no event shall any such other M.-mber be so required to pay in excess of such other Member's Liability Share of such judgment. 10.3 As used in Subsection 10.2,the term"Liability Share"shall mean, with respect to any Member, a percentage calculated by dividing the amount of revenue received by a Member 124MI7956-Ml 444180.03.03.73104 -6- from cable franchise fees by the amount of revenue received by all Members from cable franchise fees during the preceding Fiscal Year. 10.4 Nothing contained in this Section shall in any way diminish the liability of any Member or other, party with respect to any contract between such Member or other party and PCTA. SECTION 11: TERMINATION OF POWERS: LIQUIDATION: DISTRIBUTION. This Agreement shall continue in full force and effect, and PCTA shall continue to possess the powers herein conferred upon it, until the expiration (pursuant to Section 4 of this Agreement) of the term of this Agreement or until the Member shall have rescinded this Agreement (pursuant to this Section). Rescission of this Agreement may only be accomplished by writing or writings executed by each Member and approved by resolution of each Member's City council. In no event shall this Agreement-or the powers herein granted to the PCTA be rescinded until all obligations and liabilities of PCTA shall have been met or adequately provided for. Upon any such expiration or rescission, the Board of Directors shall liquidate the business and assets and property of PCTA as expeditiously as possible, and distribute any net proceeds to any Member in such manner in accordance with law as shall be determined by the Board of Directors. SECTION 12: ADDITIONAL MEMBERS Any city, county, public corporation or public district organized and existing under the laws of the State of California or under a city charter adopted pursuant thereto, authorized by or pursuant to such laws or charter to engage in the purposes described in this Agreement, may become a Member upon meeting the following conditions: 12.1 The city, county, public corporation or public district shall file with the Board of Directors a certified copy of a resolution of its governing body whereby the city, public corporation or public district (i) agreed to `the provisions of this Agreement and (ii) requests to become a Member. 12.2 No such city, county, public corporation or public district shall become a Member until (i) its admission is approved at a regular or special meeting of the Board of Directors by unanimous vote and(ii) such city, county,public corporation or public district deposits or agrees to deposit with PCTA an amount equal to such share of the costs, expenses and fees to be determined by the Board of Directors incurred by PCTA prior to the date of admission of such city, public corporation or public district as a Member as shall be determined by the Board of Directors. Upon completion of the foregoing, the city, county, public corporation or public district shall become a Member for all purposes of this Agreement. 1241017956.0001 -7- 444180.03 a03,23104 SECTION 13: WITHDRAWAL OR EXCLUSION OF MEMBER 13.1 Any Member may withdraw from PCTA upon the following conditions: (i) the Member shall have filed with the Board of Directors a certified copy of a resolution of its governing body expressing its desire to so withdraw and (ii) if PCTA, prior to the filing of such resolution, shall have incurred any obligation payable from contributions, payments or advances in accordance with Section 9 hereof which obligation matures after the date of such filing, the withdrawing Member shall have paid, or mad: arrangements satisfactory to the Board of Directors to pay, to PCTA its pro rata portion of such obligation. 13.2 Upon compliance with the conditions specified in Subsection 13.1, the withdrawing Member shall no longer be considered a Member for any reason or purpose under this Agreement and its rights and obligations under this Agreement shall terminate. The withdrawal of a Member shall not affect any obligations of such Member under any contract between the withdrawing Member and the PCTA. 13.3 Any Member which has (i) defaulted under a contract with PCTA, or (ii) failed to pay any required contributions, payments or advances in accordance with Section 9 hereof, may have its rights under this Agreement terminated and may be excluded from participating in PCTA by the vote, pursuant to Subsection 7.6 (taken at a regular or special meeting of the Board of Directors) of the Board of Directors (including the Director representing the defaulting Member), each casting one vote. Any excluded Member shall continue to be liable for its obligations under any contract with PCTA and for any unpaid contribution, payment or advance approved by the Board of Directors prior to such Member's exclusion and not objected to by such Member by written notice to PCTA within thirty(30) days after such approval. SECTIOti 14: APPROVAL OF FRANCHISES BY MEMBERS PCTA shall develop any proposed franchise and/or franchise renewal and shall submit such proposal to each Member for approval. Any Member may, within sixty (60) days after receipt of such proposal, notify PCTA in writing that the City Council of the Member has determined to reject the proposal. In the event that a Member rejects PCTA's proposal, PCTA may modify the proposal and resubmit such modified proposal to such Member for approval. If said modified proposal is rejected by the City Council of such Member, PCTA may submit other modified proposals as it deems appropriate. After sixty (60) days, if a Member has not rejected a proposal, or a modified proposal, it shall be deemed approved, and PCTA may execute the proposal, which shall be binding on all parties. PCTA shall not execute any franchise and/or franchise renewal which has been rejected by a member City Council pursuant to this Section. SECTION 15: ACCOUNTS AND REPORTS There shall be strict accountability of all funds and reporting of all receipts and disbursements of PCTA. PCTA shall establish and maintain such funds and accounts as may be 12-LID17956-0001 _g_ 444190.03&OM0104 required by good accounting practice. The books and records, of PCTA shall be open to inspection at all reasonable times to each Member and its representatives. PCTA, within one hundred twenty (120) days after the close of each Fiscal Year, shall give a complete written report of all financial activities for such Fiscal Year to the Member. The Board of Directors shall cause an annual audit of the accounts and records of PCTA to be made by a certified public accountant or public accountant, all in accordance with, and at the time or times required by law. SECTION 16: BREACH If default shall be made by any Member in any undertaking contained in this Agreement, such default shall not excuse such Member or any other Member from fulfilling its obligations under this Agreement and each Member shall continue to be liable for the payment of contributions, payments and advances pursuant to Section 9 hereof and the performance of all conditions herein contained. Each Member hereby declares that this agreement is entered into for the benefit of PCTA created hereby and each Member hereby grants to PCTA the right to enforce by whatever lawful means PCTA deems appropriate all of the obligations of each of the Members hereunder. Each and all of the remedies given to PCTA hereunder or by any law now or hereafter enacted are cumulative and the exercise of one right or remedy shall not impair the right of PCTA to any or all other remedies. SECTION 17: SEVERABILITY In the event that any term, covenant or condition of this Agreement or the application of such term, covenant or condition, shall be held invalid as to any person or circumstance by any court having jurisdiction in the premises, all other terms, covenants or conditions of this Agreement and their application shall not be affected thereby,but shall remain in force and effect unless a court holds that the provisions are not separable from all other provisions of this Agreement. SECTION 18: SUCCESSORS AND ASSIGNS: AMENDMEN rS This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Member. No Member may assign any right or obligation hereunder without the consent of all other Members. The immediately preceding sentence shall not affect, in any respect, any right of assignment under any contract between any Member and PCTA. Subject to any requirements of law (including Section 6573 of the Govenunent Code of the State of California, as amended), this Agreement may be amended at any time and from time to time by a writing or writings executed by each and every Member and approved by resolution of each and every Member's governing body. SECTION 19: NOTICES 19.1 Any notice, demand or request, provided for in this Agreement shall be in writing and shall be deemed properly served, given, or made if delivered in person or sent by registered or certified mail, postage prepaid,to the persons specified below: 124ro17956-000t -9- 444180.03 a03n3,W If to PCTA: 10200 Slater Avenue Fountain Valley, CA 92708 Attention: Executive Director If to the Member(s): City of Fountain Valley City Clerk 10200 Slater Avenue Fountain Valley,CA 92708 City of Huntington Beach City Clerk 2000 Main Street Huntington Beach, CA 92648 City of Stanton City Clerk 7800 Katella Avenge Stanton,CA 90680 City of Westminster City Cleric 8200 Westminster Boulevard Westminster, CA 92683 19.2 A Member may, at any time, by written notice to each other Member and PCTA, designate different or additional persons or different addresses for giving of notices, demands or requests to it hereunder. 19.3 PCTA may, at any time, by written notice to each Member, designate a different or additional person or a different address for giving notices, demands or requests to it hereunder. - SECTION 20: EXECUTION OF COUNTERPARTS This Agreement may be executed in any number of counterparts. All such counterparts shall be deemed to be originals and shall together constitute but one and the same instrument. SECTION 21: PRIOR AGREEMENTS Upon the effective date of this Agreement, the Joint Powers Agreement shall be superseded by this Agreement and shall have no further force and effect. SECTION 22: PROVISION OF ADVISORY AND CONSULTING SERVICES 22.1 - PCTA, its employees, agents, consultants, advisors, and other related parties may provide advisory and/or consultation services to members in relation to those subject specified in Section 5.11 upon approval of the Board. 124.'017956.0001 -10- "4180.03 ORD/" 22.2 Prior to the provision of any advisory and/or consultation services to any Member, the Member shall submit a written request to the PCTA specifying the nature of the requested services. The provision of advisory and/or consultation services shall be approved by the Board subject to the negotiation and approval of an appropriate reimbursement agreement between the PCTA and the Member specifying the cost of said services and the method of reimbursement payment. 12AV 17956r0001 -11- 444180-03 a03P-3."04 IN W=SS WHEREOF, the Members hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the day and year first above written. CITY OF L LEY By: Its: M v n ATTEST: By: 14uldALI 77 CITY OF HUNTINGTON BEACH By: Its: ATTEST: By: CITY OF STANTON By: Its: ATTEST: By: CITY OF WESTMINSTER By: Its: ATTEST: By: 124,'017956.ODOI -12- w ra aiao.oz,o3ma IN i WITNESS WHEREOF, the Members hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, and theif official seals to be hereto affixed, as of the day and year first above written. CITY OF FOUNTAIN VALLEY By: Its: ATTEST: By: CITY OF .� T By: Its: Mayor ATTEST: By: APPROVED AS TO FORM: � r B y: Je jr McGrath, City At ey CITY OF STANTON By. Its: ATTEST: By: CITY OF WESTMINSTER By: Its: ATTEST: By: 12V017955-0001 444130.03 mO 23/04 -I2- IN WITNESS WHEREOF, the Members hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized,and their official seals to be hereto affixed, as of the day and year first above written. CITY OF FOUNTAIN VALLEY By:Its: ATTEST: By: CITY OF HUNTINGTON BEACH By: Its: ATTEST: By: �W6 --- CITY OF STANTON By: (. • Its: f`1�h"& ATTEST: By: CITY OF 1VESTNIINSTER By: Its: ATTEST: By: 124V0179%-W01 441190.03 a01101% —12- IN WITNESS WHEREQI-, the Member hereto.have caused this Agrcement to be executed and attested by their proper officers thereunto duly authorized,and their official seals to be hereto affixed,as of the day and year first above written. CITY OF FOUNTAIN VALLEY By: Its: ATTEST: By: CITY OF HUNTINGTON BEACH By: Its: ATTEST: By: CITY OF STANTON By: Its: ATTEST: By CITY OF WESTMINSTER By: Margie L. ice Its• Mayor ATTEST: By, Marian Contreras, City Clerk APPROVED AS TO FORM. 0Y. QIT TTBRNEy - »a,ni iownm CITY OF HUNTiI�IGT[�IV BEACH 2000 MAIN STREET ,CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CRY CLERK LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/ REDEVEL0P1rEN7 AGENCY OF TITE CITY OF HUNTINGTON BEACH DATE: r_ -.moo . T ,�iC 1C 1 iSro c•? vrY ATTENTION: /22 . Name . _ ��-,�/! m�E• DEPARTINEENM 1-79U4Vi7A7A) REGARM �L-lh 610A) Gry.State,Zip Sec Attached Action Agenda Item Die of Approval zz� d Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item. Re arks: 1 0 �dl 1cLM ui Fi�O•r) T t �S%�-i�.y.Dz�t.. Connie Brockway r. City Clerk r �c emler &W 2 its ,�4- -70 Comp4.07 Attachments: Action Agenda Page , Agreement Bonds Insurance RCA Deed Other Name Deparanent RCA AvNMCnt Insumnce Other Name Depamnent RCA Azeement Insurance Other Name Departrttent RCA Atrecmeat Insurance Other Name Department RCA AVranent Insurance Other s1followuplletterskoverltr.doc (Tolophons:71"36.5227) 1 ♦ i�^��, �s�, SJG tiJ LJ Council/Agency Meeting Held: Deferred/Continued to: Approved ❑ Conditionally Approved ❑ Denied City C s nature Council Meeting Date: March 15, 2004 Department 1D Number. AD CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION c C �ti t y SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS C: SUBMITTED BY: RAY SILVER, City Administrator OW PREPARED BY: Laurie Payne, Community Relations Officer6� SUBJECT: Approval of the Joint Powers Agreement for the Public Cable, Television Authority Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status.Attachment(s) Statement of Issue: Approval of the joint powers agreement for the Public Cable Television Authority. Funding Source: Not Applicable Recommended Action: MOTION: Approve and authorize the Mayor and City Clerk to execute the attached agreement between the City of Huntington Beach and the Public Cable Television Authority. Alternative_Action(s): Do not approve the agreement and provide direction to staff. �D C-3�1a O v t/ 94�%7-0 1 YEQUEST FOR COUNCIL ACfiUN MEETING DATE: March 15, 2004 DEPARTMENT ID NUMBER: AD Analysis: On January 14, 2004, the member cities of the Public Cable Television Authority (Huntington Beach, Stanton, Westminster and Fountain Valley) voted to make certain changes to the Joint Powers Agreement which outlines the manner in which the PCTA operates. Attached is a memo from Executive Director Mary Morales describing the changes along with the amended JPA. Council Members Pam Houchen and Debbie Cook are the city's representatives to the PCTA. Environmental Status: NIA Attachment(s)- �age Nu City Clerk' . - � -J1 1 Memo from PCTA Executive Director Mary Morales 2 Amended JPA Agreement RCA Author: CADocuments and 5ettingslpayneRDesktop\PCTA RCA March 2004.doc ,2- 212312004 4:56 PM V V ATTACHMENT # 1 i PUBLIC CABLE TELEVISION AUTHORITY o Memorandum a DATE: February 3, 2004 71 -/ a'bjZ/ TO: City Managers of PCTA member cities FROM: Mary Morales, Executive Director RE: Joint Powers Agreement- revisions Background 1n June 2003, the Board voted to change the composition of the Board and instructed staff to draft language that would change the JPA to reflect the new Board composition. Furthermore, the Board, having experienced its first tied vote, asked staff to look at options to address tied votes. Given that all changes to the JPA must go to the member cities for approval and that PCTA dealt with issues regarding cable modems and, with changes in technology, will deal with issues regarding other products and services offered via the cable plant, staff asked for a review of PCTA's scope. The Board instructed staff to discuss these issues with member cities' Board members, city managers and city attorneys. In September, staff met with each member cities' board members, city manger and city attorneys. Staff discussed the following: A. Related the Board's desire to change the Board composition from 4 directors and 4 alternates to 8 directors thus eliminating the alternate director title. B. Outlined the options the Board is considering in order to address a tied vote. C. Discussed the following options as the possible changes in PCTA's scope: 1. Leave the JPA as is-The Cities would then deal with any other issues relative to non-cable products and services offered by Time Warner, and Open Video Systems (OVS) and other similar companies that may provide video services but are not classified as"cable"services. With this option PCTA would be responsible for only cable related issues and the cities would be responsible for all other products and services offered via cable but not classified as "cable." This option would create a bi-lateral system of regulation with duplication of services. Furthermore, with this option cities might incur increased costs. 2. Change the JPA to include language that addresses all products and services offered via cable and other video providers. With this option,the PCTA would have authority to address issues relative to all services and products offered by Time Warner through its cable plant. Furthermore, PCTA would be able to address any issue related to new services as long as they were offered via cable or cable like providers such as OVS. 3. Change tie JPA to allow PCTA to offer technical assistance with other telecommunications issues. In the past, the PCTA has provided technical assistance regarding other telecommunications issues. For example, PCTA provided model telecommunications ordinances to the City of Westminster, assisted with contacting telecommunications providers and coordinating meetings with them. The meetings allowed providers to voice their concerns before the development of an ordinance and provided the City the opportunity to address those concerns prior to the ordinance going to Council. With this option cities would be able to access necessary technical assistance and pool together to share costs to address telecom issues. The costs would be shared only by those cities that choose to participate on an issue-by-issue basis. This option provides for a cafeteria style offering of technical assistance to our member cities. Some of the issues that the PCTA can assist the Cities with are: coordination of permitting, development of a telecommunications infrastructure plan, assistance with rights-of-way issues relative to telecom companies; telecom legislative alerts/actions; telecommunications franchise agreements. 4. Changing the JPA to expand the PCTNs authority over all telecom issues. With this option cities would be giving the PCTA authority over all telecom issues. The PCTA would be responsible for developing a system to address all telecom permitting requests for all member cities. The PCTA would manage and address all telecom issues for the member cities. The obvious drawback is that cities would lose autonomy over these issues. The PCTA would develop an appeal process that would take some issues back to the individual city. The feedback from the member cities was generally the same. All stated that Option 1 was no longer relevant nor very efficient or effective. There was consensus that at a minimum Option 2 should be adopted to allow the PCTA to deal with all issues relative to the products and services offered by Time Warner via cable and to address similar services such as OVS. Furthermore, the feedback generally stated the Cities would be better served by the concentration of expertise that the PCTA has. The level of expertise the PCTA has would be difficult to replicate in the cities especially with recent budget cuts. All cities showed interest in Option 3. All cities felt that this would provide the PCTA with the opportunity to provide member cities with technical assistance. Furthermore, it provides the member cities with flexibility to determine what telecom issues can be collectively addressed through the PCTA or on their own. Regarding Option 4, none of the member cities felt that it was a good idea. All cities expressed concern over losing authority over telecom issues. All cities said they would not support this option. Discussion Given the feedback from member cities and alter further discussion among Board members, the Board decided to make the following key changes to the JPA: A. Sectionl Purpose-This section was changed to reflect the member cities desire for PCTA to be responsible for cable and "cable like" services and other services/products provided via cable plant. B. Section 4 Term—The new language allows the PCTA to waive the 6 month notice provision by unanimous vote. C. Section 5.11 Powers—This reflects the Board decision to allow the PCTA to provide advisory/consulting services regarding telecommunications issues to member cities. This provides the member cities with the opportunity to access telecommunications expertise and work together on telecommunications issues on an issue-by-issue basis. D. Section 6 Board of Directors—This section changes the Board composition from 4 directors and 4 alternates to 8 directors. Furthermore, it reflects the actual amount of compensation allowed by the resolution adopted two years ago. E. Section 14 Approval of Franchises by Members—The language included solidifies the PCTA approach to consensus building and working for the benefit of all member cities. F. Section 22 Provision of Advisory and Consulting Services—Provides language which clarifies manner in which advisory/consulting services can be implemented. Closing At the January 14, 2004 meeting, by unanimous vote the PCTA approved the changes to the Joint Powers Agreement. All changes to the JPA must be approved by each member's city's Council therefore, the amended JPA is being submitted for approval. ATTACHMENT #2 RESTATED AND AMENDED JOINT PO`%`ERS AGREE1%IENT PUBLIC CABLE TELEVISION AUTHORITY THIS AGREEMENT, dated for convenience as of , by and among the city of Fountain Valley ("Fountain Valley"); the City of Huntington Beach ("Huntington- Beach"); the City of Stanton ("Stanton'); and the City of Westminster ("Westminster"), each created pursuant to the Constitution and laws of the State of California, and collectively referred to as"Cities"or as"Members". WITNESETIt: WHEREAS, the Cities have heretofore entered into an Agreement entitled "Joint Powers Agreement -- Public Cable Television Authority" (the "Joint Powers Agreement") dated as of December 26, 1990 to create the"Public Cable Television Authority"("PCTA'); and WHEREAS,the Cities desire to replace said Joint Powers Agreement; and N HEREAS, the Cities desire to enter into a new Agreement which continues in existence a separate public entity pursuant to the provisions of the Joint Powers Act for the purposes set forth herein and desires that such separate public entity have the powers provided herein in connection with such purposes; NOW, THEREFORE, the Cities, for and in consideration of the mutual promises and agreements herein contained,do hereby agree as follows: SECTION 1: PURPOSE This Agreement is made pursuant to the provisions of Article 1, Chapter 5, Division 7, Title 1, of the Government Code of the State of California, as amended (the "Joint Powers Act"), to create a separate public entity possessing full police power regulatory authority for the purposes of exercising the common powers of the Cities relating to community antenna television systems, Open Video Systems, or Cable Television Systems (collectively,"Cable Systems"), and any and all services; including non-cable services, provided on or through said Cable Systems. Such common powers include, but are not limited to, granting franchises, administering franchises, renewing franchises, administering channels allocated for city, school, public safety or community uses, conducting research, appearing before or communicating with administrative or legislative (including State, Federal and Local) bodies, to acquire, construct, finance, manage and operate a community antenna television system or cable television system and all other necessary and incidental powers with respect to Cable Systems and the services provided on or through those systems. I:4-ro179564=1 444190.03 0227,01 U SECTION 2: DEFINITIONS In addition to the other terms defined herein, the following terms,whether in the singular or in the plural,when used herein and initially capitalized, shall have the meanings specified. 2.1 Fiscal Year The term "Fiscal Year"shall mean the Fiscal Year of the PCTA as established from time to time by the Board of Directors, being at the date of this Agreement the period from July 1 to and including the following June 30. 2.2 Member The term "Member" shall mean (i) the parties first listed above, each of which is a city located in the State of California and each of which executed this Agreement on or before the date first above written; (ii) a city, county,public corporation or public district which shall have met the requirements of Section 12 hereof; and (iii) a successor of a city, county, public corporation or public district which shall have withdrawn or been excluded from the PCTA pursuant to Section 13 hereof. 2.3 Public Cable Television Authority The term "Public Cable Television Authority or PCTA" shall mean the separate, public entity created by this Agreement. SECTION 3: CREATION OF AGENCY Pursuant to the Joint Powers Act, there is hereby created a public entity, to be known as the "Public Cable Television Authority" which shall be a public entity separate and apart from the Members. SECTION 4: TERM This Agreement shall become effective as of the date hereof and, subject to the provisions of Section II hereof, shall continue in full force and until the expiration or termination of any franchise or extension thereof awarded by PCTA within any Member. Any terminating Member shall give six (6) months written notice of termination to PCTA and to all other Members unless waived by the unanimous vote of the remaining Members. SECTION 5: POWERS The PCTA shall at all times have power to do or cause to be done those things necessary to accomplish the purposes of this Agreement as set forth in Section I hereof. In accordance with the preceding sentence, the PCTA is hereby authorized and empowered, in its own name, to do or cause to be done all acts necessary for the exercise of said power, including but not limited to any or all of the following: 12W01795&MO1 4W 180.03 S02M 41 _2, 5.1 To plan, develop, finance, acquire, construct, manage, maintain or operate any Cable System and all real or personal property, tangible or intangible, necessary or incidental thereto. 5.2 To award, grant, or renew community antenna television system, Open Video Systems,or Cable System franchises or extensions thereof. 5.3 To conduct and perform research (including public surveys)with respect to Cable Systems. 5.4 To appear before and communicate with administrative and legislative bodies (including State,Federal and Local)with respect to Cable System. 5.5 To make and enter into other contracts of every kind with a Member, the United States, any state or political subdivision thereof, and any individual, firm, association, partnership,corporation or any other organization of any kind. 5.6 To employ agents and employees. 5.7 To incur debts, liabilities or obligations which do not constitute a debt, liability or obligation of any Member. 5.8 To sue and be sued in its own name. 5.9 To exercise any other power permitted by the Joint Powers Act. 5.10 To establish a budget and. authorize expenditures therefrom. 5.11 To provide advisory and consultation services, upon written request of the Member and reimbursement for the cost of said services, in relation to such subject areas as telecommunications, public rights-of-way management, public right-of-way compensation, regulation of wireless carriers, wireless siting, telecommunication services, internet services, internet technology, internet protocols, information services,broadband deployment, and any and all related fields. Such powers shall be exercised in the manner provided in Section 6509 of the Government Code of the State of California. SECTION 6: BOARD OF DIRECTORS The PCTA shall be administered by a governing board (the "Board of Directors") which shall consist of two (2) Directors representing each Member. The City Council of each Member shall appoint, from time to time,two (2)directors. The Directors representing each Member shall be members of the City Council of such Member, provided however, that when such Director is no longer a member of the Appointing City Council, such Director will be deemed to no longer be a Director. Each Director will serve in his/her individual capacity as a member of the Board of Directors. Each Director shall serve at the pleasure of the Appointing City Council. 124.ro 1795&WO 1 444180.03 WM3.04 -3- The Board of Directors shall have the responsibility for the general management of the affairs, property and business of the PCTA and may adopt and modify from time to time such By-Laws and other rules and regulations for that purpose and for the conduct of its meetings as it may deem proper. The Board of Directors may exercise and shall be vested with all powers of the PCTA insofar as not inconsistent with Iaw or this Agreement. The Board of Directors may adopt a Resolution providing that each member of the Board of Directors shall receive compensation in the amount of One Hundred Dollars (5100.00) per meeting of the Board of Directors. Such compensation may be increased or decreased by an amendment to the Resolution adopting such compensation, provided, however, that the amount of such increase may not exceed an amount equal to five percent (5%) for each Fiscal Year from the operative date of the last adjustment of compensation in effect when the Resolution or amendment thereto is adopted. SECTION 7: MEETINGS OF BOARD OF DIRECTORS All meetings of the Board of Directors, including, without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (comm--icing with Section 54950 of the California Government Code). 7.1 Regular Meetings The Board of Directors shall hold a regular meeting not less than once each calendar year. The date upon which, and the hour and place at which, each regular meeting shall be held shall be fixed by resolution of the Board of Directors and a copy of such resolution shall be filed with each Member. 7.2 Special Meeting`s Special meetings of the Board of Directors may be called in accordance %vith the provisions of Section 54956 of the Government Code of the State of California, as amended. 7.3 Le al Notice All meetings of the Board of Directors shall be geld subject to the provisions of the laws of the State of California requiring notice of meetings of public bodies to be given in the manner provided in such laws. 7.4 Minutes The Secretary of the PCTA shall cause to be kept minutes of the meetings of the Board of Directors, both regular and special, and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each Director. 124ro17956-0001 4-N 1 M03.02,a3roN 4- 7.5 Ouorum A majority of. the Board of Directors shall constitute a Quorum for the transaction of business, except that, if Tess than a majority is present at a meeting, a majority of those Directors present may adjourn the meeting from time to time. 7.6 Votin Each Director shall have one vote. When a quorum is present at a meeting of the Board of Directors, the vote of the Directors present at such meeting shall decide any question brought before such meeting and such decision shall be deemed to be the action of the Board of Directors. Except in the case of a tie and in Subsection 12.2 of this Agreement, the vote of a majority of all Member of the Board of Directors shall decide any question. In the event of a tie vote,the matter being considered is deemed not to pass. SECTION 8: OFFICERS 8.1 At its first meeting in each Fiscal Year, the Board of Directors shall elect or re- elect a Chairman and a Vice Chairman each of whom shall be selected from among the Directors and shall also appoint or re-appoint a Secretary and a Treasurer/Auditor each of whom may, but need not be selected from among the Directors. In the event that the Chairman, Vice Chairman, Secretary or Treasurer/Auditor so elected or appointed ceases. (in the case of the Chairman or Vice Chairman) to be a Director, resigns from such office or is otherwise unable to perform the duties of such office, the resulting vacancy shall be filled at the next regular meeting of the Board of Directors held after such vacancy occurs, or as soon thereafter as is reasonably practical. In the absence or inability of the Chairman to act, the vice Chairman shall act as Chairman. The Chairman, or in his absence the Vice Chairman, shall preside at and conduct all meetings of the Board of Directors. 8.2 The Treasurer/Auditor is designated as the treasurer and the auditor of PCTA and as such (i) shall be the depositary of PCTA to have custody of all the money of PCTA, from whatever source (ii) shall draw warrants to pay demands against PCTA and present such warrants to the Board of Directors for approval, and (iii) shall have the other powers,duties and responsibilities of such officers as specified in Section 6505.5 of the Government Code of the State of Califomia,as amended. 8.3 The Chairman, the Vice Chairman and (to the extent such officers' duties and responsibilities pursuant to the Joint Powers Act require) the Treasurer/Auditor are designated as the public officers or persons who have charge of, handle, or have access to any property of PCTA, and each such officer shall file an official bond with the Secretary of PCTA in the amount of S 100,000.00. 8.4 In addition to the powers, duties and responsibilities provided herein or by law, the Chairman, the Vice Chairman and the Secretary shall have such powers, duties and responsibilities as are provided in the By-Laws of PCTA. The Treasurer/Auditor shall have such powers,duties and responsibilities as are provided herein or by law. 1241DM56-0001 444180.03 a=3/'0+ -5- v 8.5 The Board of Directors shall have the power to appoint, or contract to employ, an Executive Director, who may be an employee of a Member and who shall have such powers, duties and responsibilities as are determined by the Board of Directors. 8.6 The Board of Directors shall have the power to appoint, or contract to employ, such other officers and employees as it may deem necessary,any of whom may be employees of a Member, and who shall have such powers, duties and responsibilities as are determined by the Board of Directors. SECTION 9: CONTRIBUTIONS, PAYMENTS: ADVANCES; ETC. In accordance with Section 6504 of the Government Code of the State of California, as amended, the Member shall make such contributions, payments and advances to PCTA as are approved from time to time by the Board of Directors and by the City Council of each Member. PCTA may make such arrangements relative to the repayment or return to the Member of such contributions, payments and advances as are approved from time to time by the Board of Directors. Any Member which fails to make or pay when due any required contribution,payment or advance to PCTA, may have its rights under this Agreement terminated and may be excluded from participation in PCTA as provided in Subsection 13.3 of this Agreement. The Board of Directors may, from time to time, distribute to each Member money derived by PCTA from the franchise payments to PCTA. Such sums shall be distributed to each Member in the same percentage that the revenue is received. For the purpose of exercising its powers and effecting the purposes of this Agreement, PCTA may undertake any method of financing presently authorized or which may be authorized in the future, under the provisions of the Government Code of the State of California. SECTION 10: LIABILITY AND CONTRIBUTION 10.1 Pursuant to Section 6508.1 of the Government Code of the State of California, as amended, no debt, liability or obligation of PCTA shall be a debt, liability or obligation of any Member except as provided by Section 895.2 of the Government Code of the State of California in the case of injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement. 10.2 In the event any Member is held liable upon any judgment for damages caused by a negligent or wrongful act or omission occurring in the performance of this Agreement, and pays in excess of its Liability Share of such judgment, such Member shall be entitled to contribution from each other Member, and such Member may require each other Member to pay any amount in excess of such Member's Liability Share of such judgment which such Member has paid, but in no event shall any such other Member be so required to pay in excess of such other Member's Liability Share of such judgment. 10.3 As used in Subsection 10.2, the term"Liability Share" shall mean, with respect to any Member, a percentage calculated by dividing the amount of revenue received by a Member 444180.03 a0Jn3,V4 -6- from cable franchise fees by the amount of revenue received by all Members from cable franchise fees during the preceding Fiscal Year. 10.4 Nothing contained in this Section shall in any way diminish the liability of any Member or other, party with respect to any contract between such Member or other party and PCTA. SECTION 11: TERMINATION OF POWERS, LIQUIDATION: DISTRIBUTION. This Agreement shall continue in full force and effect, and PCTA shall continue to possess the powers herein conferred upon it, until the expiration (pursuant to Section 4 of this Agreement) of the term of this Agreement or until the Member shall have rescinded this Agreement (pursuant to this Section). Rescission of this Agreement may only be accomplished by writing or writings executed by each Member and approved by resolution of each Member's City council. In no event shall this Agreement-or the powers herein granted to the PCTA be rescinded until all obligations and liabilities of PCTA shall have been met or adequately provided for. Upon any such expiration or rescission, the Board of Directors shall liquidate the business and assets and property of PCTA as expeditiously as possible, and distribute any net proceeds to any Member in such manner in accordance with law as shall be determined by the Board of Directors. SECTION 12: ADDITIONAL MEMBERS Any city, county, public corporation or public district organized and existing under the laws of the State of California or under a city charter adopted pursuant thereto, authorized by or pursuant to such laws or charter to engage in the purposes described in this Agreement, may become a Member upon meeting the following conditions: 12.1 The city, county, public corporation or public district shall file with the Board of Directors a certified copy of a resolution of its governing body whereby the city, public corporation or public district (i) agreed to `the provisions of this Agreement and (ii) requests to become a Member. 12.2 No such city, county,public corporation or public district shall become a Member until (i) its admission is approved at a regular or special meeting of the Board of Directors by unanimous vote and (ii) such city, county,public corporation or public district deposits or agrees to deposit with PCTA an amount equal to such share of the costs, expenses and fees to be determined by the Board of Directors incurred by PCTA prior to the date of admission of such city, public corporation or public district as a Member as shall be determined by the Board of Directors. Upon completion of the foregoing, the city, county, public corporation or public district shall become a Member for all purposes of this Agreement. 124ni7956.0001 4ulto.03 2MI13rot -7- SECTION 13: WITHDRAWAL OR EXCLUSION OF MEMBER 13.1 Any Member may withdraw from PCTA upon the following conditions: (i) the Member shall have filed with the Board of Directors a certified copy of a resolution of its governing body expressing its desire to so withdraw and (ii) if PCTA, prior to the filing of such resolution, shall have incurred any obligation payable from contributions, payments or advances in accordance with Section 9 hereof which obligation matures after the date of such filing, the withdrawing Member shall have paid, or made arrangements satisfactory to the Board of Directors to pay, to PCTA its pro rata portion of such obligation. 13.2 Upon compliance with the conditions specified in Subsection 13.1, the withdrawing Member shall no longer be considered a Member for any reason or purpose under this Agreement and its rights and obligations under this Agreement shall terminate. The withdrawal of a Member shall not affect any obligations of such Member under any contract between the withdrawing Member and the PCTA. 13.3 Any Member which has (i) defaulted under a contract with PCTA, or(ii) failed to pay any required contributions,payments or advances in accordance with Section 9 hereof,may have its rights under this Agreement terminated and may be excluded from participating in PCTA by the vote,pursuant to Subsection 7.6 (taken at a regular or special meeting of the Board of Directors) of the Board of Directors (including the Director representing the defaulting Member), each casting one vote. Any excluded Member shall continue to be liable for its obligations under any contract with PCTA and for any unpaid contribution, payment or advance approved by the Board of Directors prior to such Member's exclusion and not objected to by such Member by written notice to PCTA within thirty(30) days after such approval. SECTION 14: APPROVAL OF FRANCHISES BY MEMBERS PCTA shall develop any proposed franchise and,'or franchise renewal and shall submit such proposal to each Member for approval. Any Member may, within sixty(60) days after receipt of such proposal, notify PCTA in writing that the City Council of the Member has determined to reject the proposal. In the event that a Member rejects PCTA's proposal, PCTA may modi fy the proposal and resubmit such modified proposal to such Member for approval. If said modified proposal is rejected by the City Council of such Member, PCTA may submit other modified proposals as it deems appropriate. After sixty(60) days, if a Member has not rejected a proposal, or a modified proposal, it shall be deemed approved, and PCTA may execute the proposal, which shall be binding on all parties. PCTA shall not execute any franchise and/or franchise renewal which has been rejected by a member City Council pursuant to this Section. SECTION 15: ACCOUNTS AND REPORTS There shall be strict accountability of all funds and reporting of all receipts and disbursements of PCTA. PCTA shall establish and maintain such funds and accounts as may be 124.'017956.0001 444190.03 a0223.04 '�" required by good accounting practice. The books and records, of PCTA shall be open to inspection at all reasonable times to each Member and its representatives. PCTA, within one hundred twenty (120) days after the close of each Fiscal Year, shall give a complete written report of all financial activities for such Fiscal Year to the Member. The Board of Directors shall cause an annual audit of the accounts and records of PCTA to be made by a certified public accountant or public accountant, all in accordance with, and at the time or times required by law. SECTION 16: BREACH If default shall be made by any Member in any undertaking contained in this Agreement, such default shall not excuse such Member or any other Member from fulfilling its obligations under this Agreement and each Member shall continue to be liable for the payment of contributions, payments and advances pursuant to Section 9 hereof and the performance of all conditions herein contained. Each Member hereby declares that this agreement is entered into for the benefit of PCTA created hereby and each Member hereby grants to PCTA the right to enforce by whatever lawful means PCTA deems appropriate all of the obligations of each of the Members hereunder. Each and all of the remedies given to PCTA hereunder or by any law now or hereafter enacted are cumulative and the exercise of one right or remedy shall not impair the right of PCTA to any or all other remedies. SECTION IL SEVERABILITY In the event that any term, covenant or condition of this Agreement or the application of such term, covenant or condition, shall be held invalid as to any person or circumstance by any court having jurisdiction in the premises, all other terms, covenants or conditions of this Agreement and their application shall not be affected thereby,but shall remain in force and effect unless a court holds that the provisions are not separable from all other provisions of this Agreement. SECTION 18: SUCCESSORS AND ASSIGNS, AMENDMENTS This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Member. No Member may assign any right or obligation hereunder without the consent of all other Members. The immediately preceding sentence shall not affect, in any respect, any right of assignment under any contract between any Member and PCTA. Subject to any requirements of law (including Section 6573 of the Government Code of the State of California, as amended), this Agreement may be amended at any time and from time to time by a writing or writings executed by each and every Member and approved by resolution of each and every Member's governing body. SECTION 19: NOTICES 19.1 Any notice, demand or request, provided for in this Agreement shall be in writing and shall be deemed properly served, given, or made if delivered in person or sent by registered or certified mail,postage prepaid, to the persons specified below: 124An17936-0001 4"130.03.0:73104 -9- If to PCTA: 10200 Slater Avenue Fountain Valley,CA 92708 Attention: Executive Director If to the Member(s): City of Fountain Valley City Clerk 10200 Slater Avenue Fountain Valley, CA 92703 City of Huntington Beach City Clerk 2000 Main Street Huntington Beach,CA 92648 City of Stanton City Clerk 7800 Katella Avenue Stanton,CA 90680 City of Westminster City Clerk 8200 Westminster Boulevard Westminster,CA 92683 19.2 A Member may, at any time, by written notice to each other Member and PCTA, designate different or additional persons or different addresses for giving of notices, demands or requests to it hereunder. 19.3 PCTA may, at any time, by written notice to each Mcmber, designate a different or additional person or a different address for giving notices, demands or requests to it hereunder. SECTION 20: EXECUTION OF COUNTERPARTS This Agreement may be executed in any number of counterparts. All such counterparts shall be deemed to be originals and shall together constitute but one and the same instrument. SECTION 21: PRIOR AGREEMENTS Upon the effective date of this Agreement, the Joint Powers Agreement shall be superseded by this Agreement and shall have no further force and effect. SECTION 22: PROVISION OF ADVISORY AND CONSULTING SERVICES 22.1 PCTA, its employees, agents, consultants, advisors, and other related parties may provide advisory andlor consultation services to members in relation to those subject specified in Section 5.11 upon approval of the Board. 124117956-ONI 4"190-03 902MM4 -10- 22.2 Prior to the provision of any advisory and/or consultation services to any Member, the Member shall submit a written request to the PCTA specifying the nature of the requested services. The provision of advisory and/or consultation services shall be approved by the Board subject to the negotiation and approval of an appropriate reimbursement agreement between the PCTA and the Member specifying the cost of said services and the method of reimbursement payment. 12-tro17956.0001 4-"190.03&OV231 a -11- IN WITNESS WHEREOF, the Members hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized,and their official seals to be hereto affixed,as of the day and year first above written. CITY OF FOUNTAIN VALLEY By: Its: ATTEST: By: CITY OF w, By: Its: 'Mayor ATTEST: By. APPROVED AS TO FORM: r By: . J�jr McGrath,City At ey CITY OF STANTON By: Its: . . -ATTEST: By: CITY OF WESTMINSTER By: Its: ATTEST: By: 4Ml90.03 02MAM -12- RCA ROUTING SHEET INITIATING DEPARTMENT: City Administrator SUBJECT: Joint Powers Agreement for Public Cable Television Authodty COUNCIL MEETING DATE: March 15, 2004 RCA ATTACHMENTS STATUS Ordinance wlexhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Ma , Location Ma2 and/or other Exhibits Not Applicable Contract/Agreement (wlexhibits if applicable) Si ned in full b the Cit Attome Attached Subleases, Third Party Agreements, etc. LAeprovedas to form by QitZAttomgj Not Applicable Certificates of Insurance(Approved by the Cif Attome Not Applicable Financial Impact Statement Unbud et, over$5.000 Not Applicable Bonds If a licable Not Applicable Staff Report If applicable) Not Applicable Commission, Board or Committee Re ort If applicable Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FO DED Administrative Staff Assistant City Administrator Initial City Administrator Initial �.� City Clerk EXPLANATION FOR RETURN OF ITEM: (Below Space For City�Clerk'-s Use On[k) —i Author: 1 2 3 4 5 6 7 8 JOINT POWERS AGREEMENT AMONG 9 CITY OF FOUNTAIN VALLEY 10 CITY OF HUNTINGTON BEACH 11 CITY OF STANTON 12 CITY OF WESTMINSTER 13 CREATING THE 14 PUBLIC .CABLE TELEVISION AUTHORITY 15 16 Dated As Of December 26 , 1990 17 18 19 , 20 / 21 22 23 24 25 26 27 EXECUTION COPY 28 1 TABLE OF CONTENTS 2 Page No. 3 4 SECTION 1: PURPOSE .. . . . . . . : . . . . . . . : . . . . . . . . . 1 5 SECTION 2: DEFINITIONS 2 6 SECTION 3: CREATION OF AGENCY 3 7 SECTION 4: TERM 3 8 SECTION 5: POWERS 3 S SECTION 6: BOARD OF DIRECTORS 4 10 SECTION 7: MEETINGS OF BOARD OF DIRECTORS . . . 6 11 SECTION 8: OFFICERS 7 12 SECTION 9: CONTRIBUTIONS; PAYMENTS; ADVANCES; ETC. 9 13 9 SECTION 10: LIABILITY AND CONTRIBUTION . . . . . . . 14 SECTION 11: TERMINATION OF POWERS; 15 LIQUIDATION; DISTRIBUTION 10 16 SECTION 12: ADDITIONAL MEMBERS 11 17 SECTION 13: WITHDRAWAL OR EXCLUSION OF MEMBER 12 18 SECTION 14 : APPROVAL OF A COMMUNITY ANTENNA 19 TELEVISION SYSTEM PLAN BY MEMBERS 13 20 SECTION 15: ACCOUNTS AND REPORTS . . . . . . . . . . . . 13 21 SECTION 16: BREACH 14 22 SECTION 17: SEVERABILITY 14- 23 SECTION IS: SUCCESSORS AND ASSIGNS; 24 AMENDMENTS . . . . . . . . . . . . . . . . . . . . . 15 25 SECTION 19: NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . 15 26 SECTION 20: EXECUTION OF COUNTERPARTS . . . . . . . 16 27 SECTION 21: PRIOR AGREEMENTS . . . . . . . . . . . . . . . . 16 28 1 JOINT POWERS AGREEMENT 2 PUBLIC CABLE TELEVISION AUTHORITY ---------------------------------- 3 + 4 THIS AGREEMENT, dated for convenience as of December 26 5 1990, by and among the City of Fountain Valley ("Fountain Valley") ; 6 the City of Huntington Beach ("Huntington Beach") ; the City of 7 Stanton ("Stanton") ; and the City of Westminster ("Westminster") , g each created pursuant to the Constitution and laws of the State of 9 California, and collectively referred to as "Cities" or as 10 "Members". 11 WITNESETH: 12 WHEREAS, the Cities have heretofore entered into an Agreement 13 entitled "Second Amended Joint Exercise of Powers Agreement 14 Creating The Public Cable Television Authority"; and 15 WHEREAS, the Cities -desire to replace said second Amended 16 Joint Exercise of Powers Agreement Creating The Public Cable 17 Television Authority with a new Joint Powers Agreement; and 18 WHEREAS, the Cities desire to enter into a new Agreement which 19 continues in existence a separate public entity pursuant to the 20 provisions of the Joint Powers Act for the purposes set forth 21 herein and desires that such separate public entity have the powers 22 provided herein in connection with such purposes; 23 NOW, THEREFORE, the Cities, for and in consideration of the 24 mutual promises and agreements herein contained, do hereby agree 25 as follows: 26 SECTION 1: PURPOSE. 27 This Agreement is made pursuant to the provisions of Article 28 1, Chapter 5, Division 7, Title 1, of the Government Code of the 1 I - V I State of California, as amended (the "Joint Powers Act") , to create 2 a separate public entity for the purposes of exercising the common 3 powers of the cities relating to community antenna television 4 systems or cable television systems. Such coon powers include, 5 but are not limited to, 'granting franchises, administering 6 franchises, administering channels allocated for city, school, 7 public safety or community uses, conducting research, appearing 8 before or communicating with administrative or legislative 9 (including State, Federal and Local) bodies, to acquire, construct, 10 finance, manage and operate a community antenna television system 11 or cable television system and all other necessary and incidental 12 powers with respect to cable television. 13 SECTION 2 : DEFINITIONS. 14 _In addition to the-other terns defined herein, the following 15 terms, whether in -the singular or in the plural; when used herein 16 and initially capitalized, shall have the meanings specified. 17 2.1 Fiscal Year. The term "Fiscal Year" shall mean the 18 Fiscal Year of the PCTA as established from time to time by the 19 Board of Directors, being at the date of this Agreement the period 20 from July I to and including the following June 30. 21 2.2 Xember• The term "Member" shall mean (i) the parties 22 first listed. above,,- each of which is a city located in the State 23 of California and each of which executed this Agreement on or 24 before the date first above written; (ii) a city, public 25 corporation or public district which shall have met the 26 requirements of section 12 hereof; and (iii) a successor of a city, 27 public corporation or public district which shall have withdrawn 28 or been excluded from the PCTA pursuant to Section 13 hereof. 2 1 2.3 Public -Cable Television Authority-. The term "Public Cable 2 Television Authority or PCTA" shall mean the separate public entity 3 created by this Agreement. 4 SECTION 3: CREATION OF AGENCY.- 5 Pursuant to the Joint Powers Act, there is hereby created a 6 public entity, to be known as the "Public Cable Television 7 Authority" which shall be a public entity separate and apart from 8 the Members. 9 SECTION 4: TERM. 10 This Agreement shall become effective as of the date hereof 11 and, subject to the provisions of Section 11 hereof, shall 12 continue in full force and until the expiration or termination of 13 any franchise or extension thereof awarded by PCTA within any 14 Member. Any terminating Member shall . give six .(6) months written 15 notice 'of termination to PCTA and to all other Members.- 16 SECTION 5: POWERS. 17 The PCTA shall at all times have power to do or cause to be 18 done those things necessary to accomplish the purposes of this 19 Agreement as set forth in Section 1 hereof. In accordance with the 20 preceding sentence, the PCTA is hereby authorized and empowered, 21 in its own name, to do or cause to be done all acts necessary for 22 the exercise of said power, including ,but _not limited to any or all 23 of the following: 24 5.1 To plan, develop, finance, acquire, construct, manage, i 25 maintain or operate any community antenna television system or 26 cable television system and all real or personal property, tangible 27 or intangible, necessary or incidental thereto. 28 5.2 To award or grant community antenna television system or 3 1 cable television system franchises or extensions thereof on behalf 2 of the Members. 3 5.3 To conduct and perform research (including public 4 surveys) with respect to community antenna television systems and 5 cable television systems. 6 5.4 To appear before and communicate with administrative and 7 legislative bodies (including State, Federal. and Local) with g respect to community antenna television systems or cable television 9 systems. 10 5.5 To make and enter into other contracts of every kind with 11 a Member, the United States, any state or political subdivision 12 thereof, and any individual, firm, association, partnership, 13 corporation or any other organization of any kind. 14 5.6 To employ agents and employees. 15 5.7 To incur debts, ' I iabil ities ok 'obligations which do not 16 constitute a debt, liability or obligation of any Member. 17 5.8 To sue and be sued in its own name. 18 5.9 To exercise any other power permitted by the Joint 19 Powers Act. 20 5.10 To establish a budget and authorize expenditures 21 therefrom. 22 Such powers -shall . be exercised in the manner provided in 23 Section 6509 of the Government Code of the State of California, as 24 amended, subject only to such restrictions upon the manner of 25 exercising such powers as are imposed upon the City of Huntington 26 Beach, California, in the exercise of similar powers. 27 SECTION 6: BOARD OF DIRECTORS. 28 The PCTA shall be administered by a governing board (the 4 1 "Board of Directors") which shall consist of one Director 2 representing each Member. The Director representing each Member 3 shall be a member of the City Council of such Member, provided 4 however, ' that - when such Director is no longer a member of the 5 Appointing City Council, such Director will be deemed to no longer S be a Director. Each Director will serve in his individual 7 capacity as a member of the Board of Directors. Each Director 8 shall serve at the pleasure of the Appointing City Council. 9 The City Council of each Member shall also appoint another 10 member of the City Council in the same manner and for the same term 11 to serve as an Alternate Director on the Board of Directors. Such 12 Alternate Director shall be entitled to act in place of and in the 13 absence of the Director from that Member. 14 The -Board .of Directors shall have the responsibility for the 15 general management of the affairs, , property and business of the 16 PCTA and may adopt and modify from time to time such By-Laws and 17 other rules and regulations for that purpose and for the conduct 18 of its meetings as it may deem proper. The Board of Directors may 19 exercise and shall be vested with all powers of the PCTA insofar 20 as not inconsistent with law or this Agreement. 21 The Board of Directors may adopt a Resolution providing that 22 each .member of the. Board of Directors shall receive compensation 23 in the amount of Fifty Dollars ($50.00) per meeting of the Board 24 of Directors, not to exceed One Hundred Dollars ($100.00) per 25 month. Such compensation may be increased or decreased by an 26 amendment to the Resolution adopting such compensation, provided, 27 however, that the amount of such increase may not exceed an amount 28 equal to five percent (5%) for each Fiscal Year from the operative 5 1 date of the last adjustment of compensation in effect when the 2 Resolution or amendment thereto is adopted. 3 SECTION 7: MEETINGS OF BOARD OF DIRECTORS. 4 All meetings ''of the Board of Directors, including, without 5 limitation, regular, adjourned regular and special meetings, shall 6 be called, noticed, held and conducted in accordance with the 7 provisions of the Ralph M. Brown Act (commencing with Section 54950 g of the California Government Code) . 9 7.1 Regular Meetings. The Board of Directors shall hold a 10 regular meeting not less than once each calendar year. The date 11 upon which, and the hour and place at which, each regular meeting 12 shall be held shall be fixed by resolution of the Board of 13 Directors and a copy of such resolution shall be filed with each 14 Member. 15 7:2 snecia] Meetings. Special meetings of the Board of 16 Directors may be called in accordance with the provisions of 17 Section 54956 of the Governnent Code of the State of California, 1g as amended. 19 7.3 Legal Notice. All meetings of the Board of Directors 20 shall be held subject to the provisions of the laws of the State 21 of California requiring notice of meetings of public bodies to be 22 given .in the manner provided in such laws. . 23 7.4 Minutes. The Secretary of the PCTA shall cause to be 24 kept minutes of the meetings of the Board of Directors, both 25 regular and special, and shall, as soon as possible after each 26 meeting, cause a copy of the minutes to be forwarded to each 27 Director. 28 7.5 Quorum. A majority of the Board of Directors shall 6 1 constitute a quorum for the transaction of business, except that, 2 if less than a majority is present at a meeting, a majority of 3 those Directors present may adjourn the meeting from time to time. 4 7.6 voting. Each Director shall have one vote. When a 5 quorum is -present at a meeting of the Board of Directors, the vote g of the Directors present at such meeting shall decide any question 7 brought before such meeting and such decision shall be deemed to g be the action of the Board of Directors. Except in the case of a 9 tie and in Subsection 12.2 of this Agreement, the vote of a 10 majority of all Member of the Board of Directors shall decide any 11 question. In the event of a tie vote, the matter being considered 12 is deemed not to pass. 13 SECTION 6: OFFICERS. 14 . 8.1 At its first meeting in each Fiscal Year, the Board of • 15 Directors ' shall elect or reelect a Chairman and a -Vice Chairman 16 each of whom shall be selected from among the Directors and shall 17 also appoint or re-appoint a Secretary and a Treasurer/Auditor each 18 of whom may, but need not be selected from among the Directors. 19 In the event that the Chairman, Vice Chairman, Secretary or 20 Treasurer/Auditor so elected or appointed ceases (in the case of 21 the Chairman or Vice Chairman) to be a Director, resigns from such 22 office or is otherwise unable to perform the .duties of such office, 23 the resulting vacancy shall be filled at the next regular meeting 24 of the Board of Directors held after such vacancy occurs, or as 25 soon thereafter as is reasonably practical. In the absence or 26 inability of the Chairman to act, the Vice Chairman shall act as 27 Chairman. The Chairman, or in his absence the Vice Chairman, shall 28 preside at and conduct all meetings of the Board of Directors. 7 V �/J 1 8.2 The Treasurer/Auditor is designated as the treasurer and 2 the auditor of PCTA and as such (i) shall be the depositary of PCTA 3 to have custody of all the money of PCTA, from 'whatever source, 4 (ii) shall draw warrants to pay demands against PCTA and present 5 such warrants to the Board of Directors for approval,- and (iii) 6 shall have the other powers, duties and responsibilities of such 7 officers as specified in Section 6505.5 of the Government Code of 8 the State of California, as amended. 9 8.3 The Chairman, the Vice Chairman and (to the extent such 10 officers' duties and responsibilities pursuant to the Joint Powers 11 Act require) the Treasurer/auditor are designated as the public 12 officers or persons who have charge of, handle, or have access to 13 any property of PCTA, and each such officer shall file an official 14 bond with the .Secretary of PCTA in the -araount of $100,000.00. 15 8.4 In addition to the powers, duties and -responsibilities 16 provided herein or by law, the Chairman, the Vice Chairman and the 17 Secretary shall have such powers, duties and responsibilities as 18 are provided in the By-Laws of PCTA. The Treasurer/Auditor shall 19 have such powers, duties and responsibilities as are provided 20 herein or by law. 21 8.5 The Board of Directors shall have the power to appoint, 22 or contract to employ; an Executive Director, who. may be an 23 employee of a Member and who shall have such powers, duties and 24 responsibilities as are determined by the Board of Directors. 25 8.6 The Board of Directors shall have the power to appoint, 26 or contract to employ, such other officers and employees as it may 27 deem necessary, any of whom may be employees of a Member, and who 28 shall have such powers, duties and responsibilities as are 8 1 determined by the Board of Directors. 2 SECTION 9: CONTRIBUTIONS; PAYMENTS: ADVANCES; ETC. 3 In accordance with Section 6504 of the Government Code of the 4 " State of California; as amended, the Member shall make such 5 contributions, payments and advances to PCTA as are approved from 6 time to time by the Board of Directors and by the City Council of 7 each Member. PCTA may make such arrangements relative to the 8 repayment or return to the Member of such contributions, payments 9 and advances as are approved from time to time by the Board of 10 Directors. 11 Any Member which fails to make or pay when due any required 12 contribution, payment or advance to PCTA, may have its rights under 13 this Agreement terminated and may be excluded from participation 14 in PCTA as provided in Subsection 13.3 of this Agreement. 15 The Board of Directors may, from time to time, distribute to 16 each Member money derived by PCTA from the franchise payments to 17 PCTA. Such sums shall be distributed to each Member in the same 18 percentage that the revenue is received. lg For the purpose of exercising its powers and effecting the 20 purposes of this Agreement, PCTA may undertake any method of 21 financing presently authorized or which may be authorized in the 22 future, under the -provisions -of the Government Code of the State 23 of California. 24 SECTION 10: LIABILITY AND CONTRIBUTION. 25 10.1 Pursuant to Section 6508.1 of the Government Code of the 26 State of California, as amended, no debt, liability or obligation 27 of PCTA shall be a debt, liability or obligation of any Member 28 except as provided by Section 895.2 of the Government Code of the 9 I State of California in the case of injury caused by a negligent or 2 wrongful act or omission occurring in the performance of this 3 Agreement. .4 10.2 In the event any Member is held liable upon any judgment 5 for damages caused by a negligent or wrongful act or omission 6 occurring in the performance of this Agreement, and pays in excess 7 of its Liability Share of such judgment, such Member shall be 8 entitled to contribution from each other Member, and such Member g may require each other Member to pay any amount in excess of such 10 Member's Liability Share of such judgment which such Member has 11 paid, but in no event shall any such other Member be so required 12 to pay in excess of such other Member's Liability Share of such 13 judgment. 14 10.3 As used in Subsection .10.2, the term "Liability Share" 15 shall mean, with respect to any Member, apercentage calculated by 16 dividing the amount of revenue received by a Member from cable 17 franchise fees by the amount of revenue received by all Members 18 from cable franchise fees during the preceding Fiscal Year. 19 10.4 Nothing contained .in this Section shall in any way 20 diminish the liability of any Member or other party with respect 21 to any contract between such Member or other party and PCTA. 22 SECTION 11: TERMINATION_ OF_ POWERS; LIQUIDATION- DISTRIBUTION. 23 This Agreement shall continue in full force and effect, and 24 PCTA shall continue to possess the powers herein conferred upon 25 it, until the expiration (pursuant to Section 4 of this Agreement) 26 of the term of this Agreement or until the Member shall have 27 rescinded this Agreement (pursuant to this Section) . Rescission of 28 this Agreement may only be accomplished by a writing or writings 10 I executed by each Member and approved by resolution of each Member's 2 City Council. In no event shall this Agreement or the powers 3 herein granted to the PCTA be rescinded until all obligations and 4 liabilities of PCTA shall have been met or adequately provided for. 5 Upon any such expiration or rescission, the Board of 6 Directors shall liquidate the business and assets and property of 7 PCTA as expeditiously as possible, and distribute any net proceeds 8 to any Member in such manner in accordance with law as shall be 9 determined by the Board of Directors. 10 SECTION 12: ADDITIONAL MEMBERS. 11 Any city, public corporation or public district organized and 12 existing under the laws of the State of California or under a city 13 charter adopted pursuant thereto, authorized by or pursuant to such .14 laws_ or charter. to engage in . the purposes described in this 15 Agreement, may become a Piember upon meeting the following 16 conditions: 17 12.1 The city, public corporation or public district shall 18 file with the Board of Directors a certified copy of a resolution l9 of its governing body whereby the city, public corporation or 20 public district (i) agrees to the provisions of this Agreement and 21 (11) requests to become a Meatier. 22 12.2 No such city, public corporation or public district shall 23 become a Member until (i) its admission is approved at a regular 24 or special meeting of the Board of Directors by unanimous vote and 25 (11) such city, public corporation or public district deposits or j agrees to deposit with PCTA an amount equal to such share of the 26 ; 27 costs, expenses and fees to be determined by the Board of Directors 28 incurred by PCTA prior to the date of admission of such city, i 11 1 public corporation or public district as a Member as shall be 2 determined by the Board of Directors. 3 Upon completion of the foregoing, the city, public corporation 4 or public.district shall become a Member for all purposes of this 5 Agreement. 6 SECTION 13: WITHDRAWAL OR EXCLUSION OF MEMBER. 7 13.1 Any Member may withdraw from PCTA upon the following 8 conditions: (i) the Member shall have filed with the Board of 9 Directors a certified copy of a resolution of its governing body 10 expressing its desire to so withdraw and (ii) if PCTA, prior to the 11 filing of such resolution, shall have incurred any obligation 12 payable from contributions, payments or advances in accordance with 13 Section 9 hereof which obligation matures after the date of such 14 filing, the withdrawing Member shall have paid, or wade 15 arrangements satisfactory to the Board of Directors to pay, to •PCTA 16 its pro rata portion of such obligation. 17 13.2 Upon compliance with the conditions specified in 18 Subsection 13.1, the withdrawing Member shall no longer be 19 considered a Member for any reason or purpose under this Agreement 20 and its rights and obligations under this Agreement shall 21 terminate. The withdrawal of a Member shall not affect any 22 obligations of such Member • under any contract between the 23 withdrawing Member and PCTA. 24 13.3 Any Member which has (i) defaulted under a contract with 25 PCTA, or (ii) failed to pay any required contributions, payments 26 or advances in accordance with Section 9 hereof, may have its 27 rights under this Agreement terminated and may be excluded from 28 participating in PCTA by the vote, pursuant to Subsection 7.6 12 1 (taken at a regular or special meeting of the Board of Directors) 2 of the Board of Directors (including the Director representing the 3 defaulting Member) , each casting one vote. Any ' excluded Member 4 shall continue to be liable for its obligations under -any contract 5 with PCTA and for any unpaid contribution, payment or advance g approved by the Board of Directors prior to such Member's exclusion 7 and not objected to by such Member by written notice to PCTA within g thirty (30) days after such approval. 9 SECTION 14: APPROVAL OF A COMMUNITY ANTENNA TELEVISION SYSTEM PLAN BY MEMBERS. 10 PCTA shall develop a plan for a community antenna television 11 system or cable television system within each Member, together with 12 •' any proposed franchise, contract or agreement, and shall submit 13 such proposal to each Member for approval. 14 Any Member may, within sixty (60) days after. receipt of such 15 proposal, notify PCTA in writing that the City Council of the zs Member has determined to reject the proposal. 17 In the event that a Member rejects PCTA's proposal, PCTA may 18 modify the proposal and resubmit such modified proposal to such 19 Member for approval. If said modified proposal is rejected by the 20 City Council of such Member, PCTA may submit other modified 21 proposals as it. deems appropriate. 22 After sixty (60) days, if a Member has not rejected a 23 proposal, or a modified proposal, it shall be deemed approved, and 24 PCTA may execute the proposal, which shall be binding on all 25 parties. 26 SECTION IS: ACCOUNTS AND REPORTS. 27 There shall be strict accountability of all funds and 28 reporting of all receipts and disbursements of PCTA. PCTA shall 13 1 establish and maintain such funds and accounts as may be required 2 by good accounting practice. The books and records of PCTA shall 3 be open to inspection at all reasonable times to each Member and 4 its representatives. PCTA, within one hundred twenty (120) days 5 after the close of each Fiscal Year, shall give a complete written 6 report of all financial activities for such Fiscal Year to the 7 Member. 8 The Board of Directors shall cause an annual audit of the 9 accounts and records of PCTA to be made by a certified public 30 accountant or public accountant, all in accordance with, and at 11 the time or times required by law. 12 SECTION 16: BREACH. 13 If default shall be made by any Member in any undertaking 14 contained in . this Agreement, such default shall not excuse such 15 Member or any other Member -from. fulfilling its obligations under 16 this Agreement and each Member shall continue to be liable for the 17 payment of contributions, payments and advances pursuant to Section 18 9 hereof and the performance of all conditions herein contained. 19 Each Member hereby declares that this agreement is entered into for 20 the benefit of PCTA created hereby and each Member hereby grants 21 to PCTA the right to enforce by whatever lawful means PCTA deems 22 appropriate all of the obligations of ' each ; of , the Members 23 hereunder. Each and all of the remedies given to PCTA hereunder 24 or by any law now or hereafter enacted are cumulative and the 25 exercise of one right or remedy shall not impair the right of PCTA 26 to any or all other remedies. 27 SECTION 17: SEVERABILITY. 28 In the event that any term, covenant or condition of this 14 1 Agreement or the application of such term, covenant or condition, 2 shall be held invalid as to any person or circumstance by any court 3 having jurisdiction in the premises, all other terms, covenants or 4 conditions of this Agreement and their application shall not be 5 affected thereby, but shall remain in force and effect unless a 6 court holds that the provisions are not separable from all other 7 provisions of this Agreement. 8 SECTION IS: SUCCESSORS AND ASSIGNS; AMENDMENTS. 9 This Agreement shall be binding upon and shall inure to the 10 benefit of the successors and assigns of the Member. No Member may 11 assign any right or obligation hereunder without the consent of all 12 other Member. The immediately preceding sentence shall not affect, 13 in any respect, any right of assignment under any contract between 14 any Member and PCTA. - Subject to any requirements of law (including 15 Section 6573 -of the Government Code of the State of California, as 16 amended) , this Agreement may be amended at any time and from time 17 to time by a writing or writings executed by each Member and 18 approved by resolution of each Member's governing body. 19 SECTION 19t VOTICES. 20 19.1 Any notice, demand or request provided for in this 21 Agreement shall be in writing and shall be deemed properly served, 22 given, or made .- if delivered in person or ' sent by registered or 23 certified mail, postage prepaid, to the persons specified below: 24 If to PCTA: 25 9220 El Morado Fountain Valley, CA 92708 26 Attention: Executive Director 2? If to the Member(s) : 28 15 1 city of Fountain Valley City Clerk 2 10200 Slater Avenue Fountain 'Valley, CA - 92708 3 City of Huntington Beach 4 City Clerk 2000 Main Street 5 Huntington Beach, CA 92646 6 City of Stanton City Clerk 7 10660 Western Avenue Stanton, CA 90680 City of Westminster 9 City Clerk 8200 Westminster Boulevard 10 Westminster, CA 92683 11 19.2 A Member may, at any time, by written notice to each 12 other Member and PCTA, designate different or additional persons 13 or different addresses for giving of notices, demands or requests 14 .to it hereunder. 15 19.3 PCTA may, at any time, by written- notice to -each Member, 16 designate a different or additional person or a different address 17 for giving notices, demands or requests to it hereunder. 18 SECTION 20: EXECUTION OF COUNTERPARTS. 19 This Agreement may be executed in any number of counterparts. 20 All such counterparts shall be deemed to be originals and shall 21 together constitute but one and the same instrument. 22 SECTION 21: -. PRIOR AGREEMENTS. _ 23 Upon the effective date of this Agreement, the Second Amended 24 Joint Exercise of Powers Agreement Creating the Public Cable 25 Television Authority shall be superseded by this Agreement and 26 shall have no further force and effect. 27 IN WITNESS WHEREOF, the Members hereto have caused this 28 Agreement to be executed and attested by their proper officers 16 1 thereunto duly authorized, and their official seals to be hereto 2 affixed, as of the day and year first above written. 3 CITY OF OUNTAIN VAL EY 4 By Its 5 A T S s s 7 8 CITY OF HUNTINGTON BEACH 9 BY Its 10 ATTEST: 11 By 12 13 CITY OF STANTON 14 B - .. � Its - - 15 ATTEST: 16 By 17 18 CITY OF WESTMINSTER 19 By Its 20 ATTEST: 21 By 22 23 (C\385) 11/13/90 24 25 26 27 28 V 17 1 thereunto duly authorized, and their official seals to be hereto 2 affixed, as of the day and year first above written. 3 CITY OF FOUNTAIN VALLEY' 4 By Its ATTEST: 6 BY— ._.._..._.._ 7 8 CITI OF HUNTINGTON BEACH 9 BY Its mayor 10 ATTK,- 11 By &", ? ."- --,A,- ,.* 12 City Clerk City, Attorney 13 / CITY OF STANTON 14 By Its 15 ATTEST: 16 By 17 18 CITY OF WESTH124STER 19 BY Its 20 ATTEST: 21 By 22 23 (C\385) 11/13/90 24 25 26 27 28 17 1 thereunto duly authorized, and their official seals to be hereto 2 affixed, as of the day and year first above written. 3 CITY OF FOUNTAIN VALLEY . 4 By Its 5 ATTEST: 6 By 7 8 CITY OF HUNTINGTON BEACH 9 14By - - Its 10 ATTEST: 11 By 12 13 CITY OF STANTON 14 By Its to r 15 AT E 16 B y �e 18 CITY OF WESTMINSTER 19 By Its 20 ATTEST: 21 By 22 23 (C\3s5) 21/13/90 24 25 26 • 27 . 28 17 1 thereunto duly authorized, and their official seals to be hereto 2 affixed, as of the day and year first above written. 3 CITY OF FOUNTAIN VALLEY ' 4 By Its 5 ATTEST: 6 By 7 8 CITY OF HUNTINGTON BEACH 9 By Its 10 ATTEST: 11 By 12 13 CITY OF STANTON 14 B Y Its 15 ATTEST: 16 By 17 18 CITY OF STMINSTER 19 B !' Y V Its Mayor 20 ATTEST: 21 22 City. Clerk 23 (C\365) 11/13/90 24 25 26 27 28 17 V REQUEST FOR CITY COUNCIL ACTION Date November 28, 1990 Submitted to: Honorable Mayor and City Council APPROVED BY CI N TY COUCIL Submitted by: Michael T. Uberuaga, City Administrator �- T i9 Prepared by: William G. Reed, Public Information Officer r� kx Subject: JOINT POWERS AGREEMENT h N —��rn rn rnm Consistent with Council Policy? [X] Yes New Policy or Exception r Statement of issue, Recommendation,Analysis,Funding Source,Alternative Actions,AttachmeniF STATEMIENI OE ISSUE Directors of the Public Cable Television Authority, a Joint Powers entity of which Huntington Beach is a member, have revised the Joint Powers Agreement between the city members. Such a revision requires approval of the member agencies. RECONNiM_ENDATION Approve the revised Joint Powers Agreement. ' ANALYSIS Directors of the PCTA have revised the Joint Powers Agreement creating the Public Cable Television Authority. Changes are to Section 6 which adds a provision that directors shall be paid for no more than two meetings in any one month by placing a $100.00 per month limit on pay at the rate of$50.00 per meeting (the rate which has been in effect since the JPA was written in the 1970's). The second change is in Section 10 which will provide that member cities of the PCTA will share liability based on the percentage of revenue from subscribers, not on the basis of numbers of subscriptions. Third major change is in Section 12'which will require an unanimous vote to add new 'members and payment of any expenses involved in acceptance of a new member. Fees are to be set by the PCTA Board of Directors. A minor change is in Section 5.4 which spells out that the Board is empowered to appear and communicate before legislative bodies. FUNDiNC SOURCE PCTA imposed franchise fee on the cable company. - 1 ALTERNATIVE ACTIONS l Do not adopt the Joint Powers Agreement as drawn. ATTACHMENTS 1. Memorandum of transmittal from Alan R. Watts, PCTA attorney. 2. Joint Powers Agreement 3. PCTA Minutes - October 11, 1990 MTU:WGR:jh RCA - December 17, 1990 -2- 0178u �a`o- yt7 Public Caffe Television Authority F'C TA. 9220 El Morado, Fountain Valley, Ca 92708 (714) 968-2h024 G L September 3, 1991 CITY CLERK CITY OF HUNTINGTON BEACH P. O. Box 190 Huntington Beach, Ca 92648 Enclosed are copies of two resolutions approved by the Board of Directors of Public Cable Television Authority at the August 14th meeting. One deals with the prevention of cable service interuption due to construction project excavation and the other urges cooperation by the Orange County district attorney, in the prevention. of cable signal theft. It is the recommendation of the PCTA board that each member city adopt a similar resolution. If you have any questions, please feel free to call me at 968- 2024 or 962-4971. Sincerely, Howard G. Ste hens Executive Dir ctor HGS:DR DRUG USE ch * Stanton • Westminster Is Serving Fountain Valley • Huntington Bea 1 l� s 1 RESOLUTION NO. 1991-4 2 3 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PUBLYC CABLE TELEVISION AUTHORITY URGING 4 COOPERATION BY THE ORANGE COUNTY DISTRICT ATTORNEY IN THE PREVENTION OF CABLE SIGNAL 5 THEFT 6 7 WHEREAS, theft of cable signal by residents in Paragon cable's 8 system serving the Member Cities of Public Cable • Television 9 Authority has reached significant numbers; and 10 WHEREAS, theft of cable signal by residents results in 11 significant degradation of service to paying customers; and 12 WHEREAS, theft of cable signal results in serious signal 13 leakage, with the potential of extensive interference with aircraft 14 and other high energy communications systems; and 15 WHEREAS, theft of cable signal results in a significant loss 16 of revenue to both Paragon Cable and to the Member Cities it 17 serves. - 18 THEREFORE, BE IT RESOLVED that the Board of Directors of the 19 Public Cable Television Authority urges the Orange County District 20 Attorney, and Member City Attorneys where applicable, to bring the 21 full weight of the office to bear, in cooperation with the eleven 22 cable systems operating in Orange County, in the apprehension, 23 prosecution and conviction of residents who illegally engage in 24 theft of cable signal. 25 BE IT FURTHER RESOLVED that the Executive Director is 2G authorized and directed to furnish copies of this Resolution to 27 each Member City. 28 This Resolution was approved and signed on the 14th day of 1 . • : . � tiJ LJ 1 August, 1991. 3 Chairman 4 ATTE T: 5 6 Execut ve Director 7 (C%14118.e)#) oarow9i . 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 1 RESOLUTION NO. 1991-2 2 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE 3 PUBLIC CABLE TELEVISION AUTHORITY URGING RENEWED COOPERATION AMONG MEMBER CITIES IN THE 4 PREVENTION OF CABLE SERVICE INTERRUPTION DUE TO CONSTRUCTION PROJECT EXCAVATION 5 6 WHEREAS, cable television service has been interrupted several ' 7 times during the past year due to damage to cable trunk lines 8 resulting from both private and public construction excavation; and 9 10 WHEREAS, such cable television service interruption can 11 prevent delivery of not only entertainment and information but also of vital public services; and 12 WHEREAS, State statutes require that, prior to excavation, the 13 whereabouts of underground utility, or other public service lines, 14 be determined, and, during excavation, that they be located by hand 15 16 rather than by mechanical means; and WHEREAS, a telephone call to "DigAlert", a free public service 17 by Underground Service Alert, can help to avoid such cable service 18 19 interruptions. ' THEREFORE, BE IT RESOLVED that the Board of Directors of the 20 21 Public Cable Television Authority urges Member Cities to revitalize their support, cooperation and involvement in the DigAlert program, 22 23 insuring that all contractors- operating in their cities are aware 24 of, and use, DigAlert's toll free telephone number: (800) 422--4133) prior to initiating excavation activity. 25 BE IT FURTHER RESOLVED that the Executive Director is 26 authorized and directed to furnish copies of this Resolution to 27 • each Member City. 28 1 l This Resolution was approved and signed on the 14th day of 2 August, 1991. 4 Chairman 5 ATT : 6 AZ I 7 Execut a irector 8 s 10 I1 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 � 7 TI-tu of Wrotminster CIVIC CENTER 8200 WESTMINSTER BOULEVARD WESTMINSTER, CALIFORNIA 92683 714 CODE 89&MlI September 23, 1991 RECEIVED To: City of Stanton SEP 2 6 1991 City of Fountain valley City of Huntington Beach City of Huntington Beach Personnel Dept City of Newport Beach At its regular meeting on Tuesday, September 10, 1991, the City Council approved and adopted Resolution No. 2951 and 2952, the titles being: #2951 "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WESTMINSTER, CALIFORNIA, URGING COOPERATION BY THE ORANGE COUNTY DISTRICT ATTORNEY IN THE PREVENTION OF CABLE SIGNAL THEFT" #2952 "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WESTMINSTER, CALIFCRNIA, URGING RENEWED COOPERATION AMONG MEMBER CITIES IN THE PREVENTION OF CABLE SERVICE INTERRUPTION DUE TO CONSTRUCTION PROJECT EXCAVATION We are enclosing certified copies of these resolutions. Sincerely, r Mary Lou Morey, CMC City Clerk jmr enclosure cc: Public Cable Television Authority California League of Cities Orange County State Legislators RESOLUTION NO. 2951 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WESTMINSTER, CALIFORNIA, URGING COOPERATION BY THE ORANGE COUNTY DISTRICT ATTORNEY IN THE PREVENTION OF CABLE SIGNAL THEFT WHEREAS, theft of cable signal by residents in Paragon Cable's system serving the member cities of Public Cable Television Authority has reached significant numbers; and WHEREAS, theft of cable signal by residents results in significant degradation of service to paying customers; and WHEREAS, theft of cable signal results in serious signal leakage, With the potential of extensive interference with aircraft and other high energy communication systems; and WHEREAS, theft of cable signal results in a significant loss of revenue to both Paragon Cable and to the member cities it serves, NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Westininster urges the Orange County District Attorney and member Cite Attorneys where applicable to bring the full weight of the office to bear, in cooperation With the eleven cable systems operating in Orange County, in the apprehension, prosecution and conviction of residents who illegally engage in the theft of cable signal . BE IT FURTHER RESOLVED that the Executive Director of the Public Cable Television Authority is authorized and directed to furnish copies of this resolution to each member city. PASSED, APPROVED, AND ADOPTED this loth day of September, 1991 , by the following vote: AYES: COUNCIL MEMBERS: SMITH, NEUGEBAUER, FRY, GILLESPIE, SCHWEISINGEF NOES: COUNCOIL NZ,%nERS. ZvGIrE ABSENT: COUNCIL MEMBERS: NONE MAYOR ATTEST: CITY ERK 2951 - 1 APPROVED AS TO CONTENT: APPROVED AS TO FORM: ' CI ER TY ATTORNEY STATE OF CALIFORNIA ) COUNTY OF ORANGE CITY OF WESTMINSTER ) I, MARY LOU MOREY, hereby certify that I am the duly appointed City 'Clerk of the City of Westminster; that the foregoing resolution was duly adopted at a regular -meeting -of the - City Council of the City of Westminster held on the 10th day of September, 1991 . City Cle k of the City— of Pestminster 2951 - 2 RESOLUTION NO. 2952 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WESTMINSTER, CALIFORNIA, URGING RENEWED COOPERATION AMONG MEMBER CITIES IN T)E1'E PREVENTION OF CABLE SERVICE INTERRUPTION DUE TO CONSTRUCTION PROJECT EXCAVATION WHEREAS, cable television service has been interrupted several times during the past year due to damage to cable trunk lines resultin; from both private and public construction exrnvation ; and WHEREAS , such cable television service interruption can prevent delivery of not only entertainment and information but also of vital public services : and ftiHEREAS, State statutes require that prier to excWtior. tl!►- wriercralauts of undercroind utility, or other public service linru . he detormined . and . during Excavation. that they be lecatee h. Land rat her than by mechanical means : and WNE'REAS. a telephone chll to "DigAlert " , a free pub- h- se•r:-ice: by UnJerrrourad Service Alert , can help to avoid such cable Ne rv ; -e i► t r rr�.:rations . NOV. TPEREFORE . BE IT RESOLVED that t Le City Council of t1j- City of Westminster does hereby urge membc-r cities to rei it& i:a their support . cocporation and involvement in t1,e "DivAlwrt " Tworram. ii.surinc that till contractors operating in their ritzcs are nwrare of, and use. "DigAlert 's " toll free te3c1lonp ►augher: ( 800 ) 42?-4133 prior to initiating eNcavation r.ct.i0tv . Pr IT Fi'RTHER RESOLVED that the Executive Director of the Public Wide Television Authority is authorized and directed to furnish cosies of this resolution to each me•mbcr city. PASSED, APPROVED, AND ADOPTED this loth dad- of September. 3991 , by the following vote : AYES: COUNCIL MEMBERS: SMITH, NEUGEBAUER, FRY, GILLESPIE, SCHWEISINCER TOES: COUNCIL MEMBERS: NONE ASSENT: COUNCIL MEMBERS: NONE MAYOR ATTEST : CITY CLERK It 290 1 APPROVED AS TO CONTENT: APPROVED AS 70 FORM: .� TY/M. _ aG C Y A7TOR\ES STATE OF CALIFORNIA } COUNTY OF ORANGE CITY OF WESTMINSTER } I , HARY LOU MOREY, hereby certify that I am the duly appointed City Clerk of the City of Westminster; that the foregoing resolution was duly adopted - at a regular meeting of the City Courwil of the City of Westminster held on the lath day of SQ-ptemtber, 1991 . City Clerk of the City of estminster 2952 - 2 1 2 3 4 5 6 7 8 JOINT POWERS AGREEMENT AMONG 9 CITY OF FOUNTAIN VALLEY 10 CITY OF HUNTINGTON BEACH 11 CITY OF STANTON 12 CITY OF WESTMINSTER 13 CREATING THE 14 PUBLIC CABLE TELEVISION AUTHORITY 15 16 Dated As Of December 26 , 1990 17 18 19 20 21 22 23 24 25 26 27 EXECUTION COPY 28 1 TABLE OF CONTENTS 2 page No. 3 4 SECTION 1: PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . 1 5 SECTION 2: DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 2 6 SECTION 3: CREATION OF AGENCY . . . . . . . . . . . . . . . 3 7 SECTION 4: TERM 3 8 SECTION 5: POWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 9 SECTION 6: BOARD OF DIRECTORS . . . . . . . . . . . . . . . 4 10 SECTION 7: MEETINGS OF BOARD OF DIRECTORS . . . 6 11 SECTION 8: OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . 7 12 SECTION 9: CONTRIBUTIONS; PAYMENTS; ADVANCES; ETC. 9 13 SECTION 10: LIABILITY AND CONTRIBUTION . . . . . . . 9 14 SECTION 11: TERMINATION OF POWERS; 15 LIQUIDATION; DISTRIBUTION 10 16 SECTION 12: ADDITIONAL MEMBERS 0 . 0 . . . . 0 . . . . . 11 17 SECTION 13: WITHDRAWAL OR EXCLUSION OF MEMBER 12 18 SECTION 14: APPROVAL OF A COMMUNITY ANTENNA 19 TELEVISION SYSTEM PLAN BY MEMBERS . . . . . . . . . . . . . . . . . . . . 13 20 SECTION 15: ACCOUNTS AND REPORTS 13 21 SECTION 16: BREACH 14 22 SECTION 17: SEVERABILITY . . . . . . . . . . . . . . . . . . . . . 14 23 SECTION 18: SUCCESSORS AND ASSIGNS; 24 AMENDMENTS 15 25 SECTION 19: NOTICES 15 26 SECTION 20: EXECUTION OF COUNTERPARTS . . . . . . . 16 27 SECTION 21: PRIOR AGREEMENTS . . . . . . . . . . . . . . . . 16 28 1 JOINT POWERS AGREEMENT 2 PUBLIC CABLE TELEVISION AUTHORITY -------------- 3 4 THIS AGREEMENT, dated for convenience as of December 26 5 1990, by and among the City of Fountain Valley ("Fountain Valley") ; g the City of Huntington Beach ("Huntington Beach") ; the City of 7 Stanton ("Stanton") ; and the city of Westminster ("Westminster") , g each created pursuant to the Constitution and laws of the State of 9 California, and collectively referred to as "Cities" or as 10 "Members" . 11 W I T r E S E T H: 12 WHEREAS, the Cities have heretofore entered into an Agreement 13 entitled "Second Amended Joint Exercise of Powers Agreenent 14 Creating The Public Cable Television Authority" ; and 15 WHEREAS, the Cities desire to replace said Second Amended 16 Joint Exercise of Powers Agreement Creating The Public Cable 17 Television Authority with a new Joint Powers Agreement; and 28 WHEREAS, the Cities desire to enter into a new Agreenent which 19 continues in existence a separate public entity pursuant to the 20 provisions of the Joint Powers Act for the purposes set forth 21 herein and desires that such separate public entity have the powers 22 provided herein in connection with such purposes; 23 NOW, THEREFORE, the Cities, for and in consideration of the 24 mutual promises and agreements herein contained, do hereby agree 25 as follows: 28 SECTION 1: gURPOSE. 27 This Agreement is made pursuant to the provisions of Article 28 1, Chapter 5, Division 7, Title 1, of the Government Code of the 1 r 1 State of California, as amended (the "Joint Powers Act") , to create 2 a separate public entity for the purposes of exercising the common 3 powers of the Cities relating to community antenna television 4 systems or cable television systems. Such common powers include, 5 but are not limited to, granting franchises, administering 6 franchises, administering channels allocated for city, school, 7 public safety or community uses, conducting research, appearing 8 before or communicating with administrative or legislative 9 (including State, Federal and Local) bodies, to acquire, construct, 10 finance, manage and operate a community antenna television system 11 or cable television system and all other necessary and incidental 12 powers with respect to cable television. 13 SECTION 2: DEFINITIONS. 14 In addition to the other terms defined herein, the following 15 terms, whether in the singular or in the plural, when used herein 16 and initially capitalized, shall have the meanings specified. 17 2.1 Fiscal Year. The term "Fiscal Year" shall mean the 18 Fiscal Year of the PCTA as established from tine to time by the 19 Board of Directors, being at the date of this Agreement the period 20 from July 1 to and including the following June 30. 21 2.2 Member. The term "Member" shall mean (i) the parties 22 first listed above, each of which is a city located in the State 23 of California and each of which executed this Agreement on or 24 before the date first above written; (ii) a city, public 25 corporation or public district which shall have met the 26 requirements of Section 12 hereof; and (iii) a successor of a city, 27 public corporation or public district which shall have withdrawn 28 or been excluded from the PCTA pursuant to Section 13 hereof. 2 1 2.3 Public Cable Television Authority_. The term "Public Cable 2 Television Authority or PCTA" shall mean the separate public entity g created by this Agreement. 4 SECTION 3: CREATION OF AGENCY. 5 Pursuant to the Joint Powers Act, there is hereby created a 6 public entity, to be known as the "Public Cable Television 7 Authority" which shall be a public entity separate and apart from 8 the Members. 9 SECTION 4: TERM, 10 This Agreement shall become effective as of the date hereof Il and, subject to the provisions of Section 11 hereof, shall 12 continue in full force and until the expiration or termination of 13 any franchise or extension thereof awarded by PCTA within any 14 Member. Any terminating Member shall give six (6) months written 15 notice of termination to PCTA and to all other Members. 16 SECTION 5: POWERS. 17 The PCTA shall at all tires have power to do or cause to be 18 done those things necessary to accomplish the purposes of this 19 Agreement as set forth in Section 1 hereof. In accordance with the 20 preceding sentence, the PCTA is hereby authorized and empowered, 21 in its own name, to do or cause to be done all acts necessary for 22 the exercise of said power, including but not limited to any or all 23 of the following: 24 5.1 To plan, develop, finance, acquire, construct, manage, 25 maintain or operate any community antenna television system or 26 cable television system and all real or personal property, tangible 27 or intangible, necessary or incidental thereto. 28 5.2 To award or grant community antenna television system or 3 1 cable television system franchises or extensions thereof on behalf 2 of the Members. 3 5.3 To conduct and perform research (including public 4 surveys) with respect to community antenna television systems and 5 cable television systems. 6 5.4 To appear before and communicate with administrative and 7 legislative bodies (including State, Federal and Local) with 8 respect to community antenna television systems or cable television 9 systems. 10 5.5 To make and enter .into other contracts of every kind with 11 a Member, the United States, any state or political subdivision 12 thereof, and any individual, firm, association, partnership, 13 corporation or any other organization of any kind. 14 5.6 To employ agents and employees. 15 5.7 To incur debts, liabilities or obligations which do not 16 constitute a debt, liability or obligation of any Member. 17 5.8 To sue and be sued in its own name. 18 5.9 To exercise any other power permitted by the Joint 19 Powers Act. 20 5. 10 To establish a budget and authorize expenditures 21 therefrom. 22 Such powers shall be exercised in the manner provided in 23 Section 6509 of the Government Code of the State of California, as 24 amended, subject only to such restrictions upon the manner of 25 exercising such powers as are imposed upon the City of Huntington 26 Beach, California, in the exercise of similar powers. 27 SECTION 6: BOARD OF DIRECTORS. 28 The PCTA shall be administered by a governing board (the 4 1 "Board of Directors") which shall consist of one Director 2 representing each Member. The Director representing each Member 3 shall be a member of the City Council of such Member, provided 4 however, that when such Director is no longer a member of the 5 Appointing City Council, such Director will be deemed to no longer 6 be a Director. Each Director will serve in his individual 7 capacity as a member of the Board of Directors. Each Director g shall serve at the pleasure of the Appointing City Council. 8 The City Council of each Member shall also appoint another 10 member of the City Council in the same manner and for the same term 11 to serve as an Alternate Director on the Board of Directors. Such 12 Alternate Director shall be entitled to act in place of and in the 13 absence of the Director from that Member. 14 The Board of Directors shall have the responsibility for the 15 general management of the affairs, property and business of the 16 PCTA and may adopt and modify from time to time such By-Laws and 17 other rules and regulations fcr that purpose and for the conduct 18 of its meetings as it may deem proper. The Board of Directors may 19 exercise and shall be vested with all powers of the PCTA insofar 20 as not inconsistent with law or this Agreement. 21 The Board of Directors may adopt a Resolution providing that 22 each member of the Board of Directors shall receive compensation 23 in the amount of Fifty Dollars ($50.00) per meeting of the Board 24 of Directors, not to exceed One Hundred Dollars ($100.00) per 25 month. Such compensation may be increased or decreased by an 26 amendment to the Resolution adapting such compensation, provided, 27 however, that the amount of such increase may not exceed an amount 28 equal to five percent (5%) for each Fiscal Year from the operative 5 I date of the last adjustment of compensation in effect when the 2 Resolution or amendment thereto is adopted. 3 SECTION 7: MEETINGS OF BOARD OF DIRECTORS. 4 All meetings of the Board of Directors, including, without g limitation, regular, adjourned regular and special meetings, shall 6 be called, noticed, held and conducted in accordance with the 7 provisions of the Ralph M. Brown Act (commencing with Section 54950 8 of the California Government Code) . 9 7.1 RegHlar Meetings. The Board of Directors shall hold a 1p regular meeting not less than once each calendar year. The date 11 upon which, and the hour and place at which, each regular meeting 12 shall be held shall be fixed by resolution of the Board of 13 Directors and a copy of such resolution shall be filed with each 14 Member. 15 7.2 Special Meetings. Special meetings of the Board of 16 Directors may be called in accordance with the provisions of 17 Section 54956 of the Government Code of the State of California, 18 as amended. 19 7.3 Legal Notice. All meetings of the Board of Directors 20 shall be held subject to the provisions of the laws of the State 21 of California requiring notice of meetings of public bodies to be 22 given in the manner provided in such laws. 23 7.4 Minutes. The Secretary of the PCTA shall cause to be 24 kept minutes of the meetings of the Board of Directors, both 25 regular and special, and shall, as soon as possible after each 26 meeting, cause a copy of the minutes to be forwarded to each 27 Director. 28 7.5 Quorum. A majority of the Board of Directors shall 6 1 constitute a quorum for the transaction of business, except that, 2 if less than a majority is present at a meeting, a majority of 3 those Directors present may adjourn the meeting from time to time. 4 7.6 Vow. Each Director shall have one vote. When a 5 quorum is present at a meeting of the Board of Directors, the vote 6 of the Directors present at such meeting shall decide any question 7 brought before such meeting and such decision shall be deemed to 8 be the action of the Board of Directors. Except in the case of a 9 tie and in Subsection 12.2 of this Agreement, the vote of a 10 majority of all Member of the Board of Directors shall decide any 11 question. In the event of a tie vote, the matter being considered 12 is deemed not to pass. 13 SECTION 8: OFFICERS. 14 8. 1 At its first meeting in each Fiscal Year, the Board of 15 Directors shall elect or re-elect a Chairman and a Vice Chairman 16 each of whom shall be selected from among the Directors and shall 17 also appoint or re-appoint a Secretary and a Treasurer/Auditor each 18 of whom may, but need not be selected from among the Directors. 19 In the event that the Chairman, Vice Chairman, Secretary or 20 Treasurer/Auditor so elected or appointed ceases (in the case of 21 the Chairman or vice Chairman) to be a Director, resigns from such 22 office or is otherwise unable to perform the duties of such office, 23 the resulting vacancy shall be filled at the next regular meeting 24 of the Board of Directors held after such vacancy occurs, or as 25 soon thereafter as is reasonably practical. In the absence or 26 inability of the Chairman to act, the Vice Chairman shall act as 27 Chairman. The Chairman, or in his absence the Vice Chairman, shall 28 preside at and conduct all meetings of the Board of Directors. 7 1 8.2 The Treasurer/Auditor is designated as the treasurer and 2 the auditor of PCTA and as such (i) shall be the depositary of PCTA 3 to have custody of all the money of PCTA, from whatever source, 4 (ii) shall draw warrants to pay demands against PCTA and present 5 such warrants to the Board of Directors for approval, and (iii) 6 shall have the other powers, duties and responsibilities of such 7 officers as specified in section 6505.5 of the Government Code of 8 the State of California, as anended. 9 8.3 The Chairman, the Vice Chairman and (to the extent such 10 officers' duties and responsibilities pursuant to the Joint Powers 11 Act require) the Treasurer/Auditor are designated as the public 12 officers or persons who have charge of, handle, or have access to 13 any property of PCTA, and each such officer shall file an official 14 bond with the Secretary of PCTA in the amount of $100,000.00. 15 8.4 In addition to the powers, duties and responsibilities 16 provided herein or by law, the Chairman, the Vice Chairman and the 17 Secretary shall have such powers, duties and responsibilities as 18 are provided in the By-Laws of PCTA. The Treasurer/Auditor shall 19 have such powers, duties and responsibilities as are provided 20 herein or by law. 21 8.5 The Board of Directors shall have the power to appoint, 22 or contract to employ, an Executive Director, who may be an 23 employee of a Member and who shall have such powers, duties and 24 responsibilities as are determined by the Board of Directors. 25 8.6 The Board of Directors shall have the power to appoint, 26 or contract to employ, such other officers and employees as it may 27 deem necessary, any of whom may be employees of a Member, and who 28 shall have such powers, duties and responsibilities as are 8 I determined by the Board of Directors. 2 SECTION 91: CONTRIBUTIONS: PAYMENTS ADVANCES: ETC. 3 In accordance with Section 6504 of the Government Code of the 4 State of California, as amended, the Member shall make such 5 contributions, payments and advances to PCTA as are approved from 6 time to time by the Board of Directors and by the City Council of 7 each Member. PCTA may make such arrangements relative to the 8 repayment or return to the Member of such contributions, payments 9 and advances as are approved from time to time by the Board of 10 Directors. 11 Any Member which fails to make or pay when due any required 12 contribution, payment or advance to PCTA, may have its rights under 13 this Agreement terminated and may be excluded from participation 14 in PCTA as provided in Subsection 13.3 of this Agreement. 15 The Board of Directors may, from time to time, distribute to 16 each Member money derived by PCTA from the franchise payments to 17 PCTA. Such sums shall be distributed to each Member in the same 18 percentage that the revenue is received. 19 For the purpose of exercising its powers and effecting the 20 purposes of this Agreement, PCTA may undertake any method of 21 financing presently authorized or which may be authorized in the 22 future, under the provisions of the Government Code of the State 23 of California. 24 SECTION 10: LIABILITY AND CONTRIBUTION. 25 10.1 Pursuant to Section 6508. 1 of the Government Code of the 26 State of California, as amended, no debt, liability or obligation 27 of PCTA shall be a debt, liability or obligation of any Member 28 except as provided by section 895.2 of the Government Code of the 9 1 State of California in the case of injury caused by a negligent or 2 wrongful act or omission occurring in the performance of this 3 Agreement. 4 10.2 In the event any Member is held liable upon any judgment 5 for damages caused by a negligent or wrongful act or omission 6 occurring in the performance of this Agreement, and pays in excess 7 of its Liability Share of such judgment, such Member shall be 8 entitled to contribution from each other Member, and such Member 9 may require each other Member to pay any amount in excess of such 10 Member's Liability Share of such judgment which such Member has 11 paid, but in no event shall any such other Member be so required 12 to pay in excess of such other Member's Liability Share of such 13 judgment. 14 10.3 As used in Subsection 10.2, the term "Liability Share" 15 shall mean, with respect to any Member, a percentage calculated by 16 dividing the amount of revenue received by a Member from cable 17 franchise fees by the amount of revenue received by all Members 18 from cable franchise fees during the preceding Fiscal Year. 19 10.4 Nothing contained in this Section shall in any way 20 diminish the liability of any Member or other party with respect 21 to any contract between such Member or other party and PCTA. 22 SECTION 11: TERMINATION OF POWERS: _ LIQUIDATION; DISTRIBUTION. 23 This Agreement shall continue in full force and effect, and 24 PCTA shall continue to possess the powers herein conferred upon 25 it until the expiration p (pursuant to Section 4 of this Agreement) 26 of the term of this Agreement or until the Member shall have 27 rescinded this Agreement (pursuant to this Section) . Rescission of 28 this Agreement may only be accomplished by a writing or writings 10 I executed by each Member and approved by resolution of each Member's 2 City Council. In no event shall this Agreement or the powers 3 herein granted to the PCTA be rescinded until all obligations and 4 liabilities of PCTA shall have been met or adequately provided for. 5 Upon any such expiration or rescission, the Board of 6 Directors shall liquidate the business and assets and property of 7 PCTA as expeditiously as possible, and distribute any net proceeds 8 to any Member in such manner in accordance with law as shall be 9 determined by the Board of Directors. 10 SECTION 12: ADDITIONAI, MEMBERS. 11 Any city, public corporation or public district organized and 12 existing under the laws of the State of California or under a city 13 charter adopted pursuant thereto, authorized by or pursuant to such 14 laws or charter to engage in the purposes described in this 15 Agreement, may become a Member upon meeting the following I6 conditions; 17 12.1 The city, public corporation or public district shall 18 file with the Board of Directors a certified copy of a resolution 19 of its governing body whereby the city, public corporation or 20 public district (i) agrees to the provisions of this Agreement and 21 (ii) requests to become a Member. 22 12.2 No such city, public corporation or public district shall 23 become a Member until (i) its admission is approved at a regular 24 or special meeting of the Board of Directors by unanimous vote and 25 (ii) such city, public corporation or public district deposits or 26 agrees to deposit with PCTA an amount equal to such share of the 27 costs, expenses and fees to be determined by the Board of Directors 28 incurred by PCTA prior to the date of admission of such city, 11 1 public corporation or public district as a Member as shall be 2 determined by the Board of Directors. 3 Upon completion of the foregoing, the city, public corporation 4 or public district shall become a Member for all purposes of this 5 Agreement. 6 SECTION 13: WITHDRAWAL OR EXCLUSION_OF MEMBER. 7 13.1 Any Member may withdraw from PCTA upon the following a conditions: (i) the Member shall have filed with the Board of 9 Directors a certified copy of a resolution of its governing body 10 expressing its desire to so withdraw and (ii) if PCTA, prior to the 11 filing of such resolution, shall have incurred any obligation 12 payable from contributions, payments or advances in accordance with 13 Section 9 hereof which obligation matures after the date of such 14 filing, the withdrawing Member shall have paid, or Made 15 arrangements satisfactory to the Board of Directors to pay, to PCTA 16 its pro rata portion of such obligation. 17 13.2 Upon compliance with the conditions specified in 18 Subsection 13.1, the withdrawing Member shall no longer be 19 considered a Member for any reason or purpose under this Agreement 20 and its rights and obligations under this Agreement shall 21 terminate. The withdrawal of a Member shall not affect any 22 obligations of such Member under any contract between the 23 withdrawing Menber and PCTA. 24 13.3 Any Member which has (i) defaulted under a contract with 25 PCTA, or (ii) failed to pay any required contributions, payments 26 or advances in accordance with Section 9 hereof, may have its 27 rights under this Agreement terminated and may be excluded from 28 participating in PCTA by the vote, pursuant to Subsection 7.6 12 I (taken at a regular or special meeting of the Board of Directors) 2 of the Board of Directors (including the Director representing the 3 defaulting Member) , each casting one vote. Any excluded Member 4 shall continue to be liable for its obligations under any contract 5 with PCTA and for any unpaid contribution, payment or advance 6 approved by the Board of Directors prior to such Member's exclusion ? and not objected to by such Member by written notice to PCTA within 8 thirty (30) days after such approval. 9 SECTION 14: APPROVAL OF A COMMUNITY ANTENNA TELEVISION SYSTEM PLAN BY MEMBERS. 10 PCTA shall develop a plan for a community antenna television Il system or cable television system within each Member, together with 12 any proposed franchise, contract or agreement, and shall submit 13 such proposal to each Member for approval. 14 Any Member may, within sixty (60) days after receipt of such 15 proposal, notify PCTA in writing that the City Council of the 16 Member has determined to reject the proposal. 17 In the event that a Member rejects PCTA's proposal, PCTA may 18 modify the proposal and resubmit such modified proposal to such 19 Member for approval. If said modified proposal is rejected by the 20 City Council of such Member, PCTA may submit other modified 21 proposals as it deems appropriate. 22 After sixty (60) days, if a Member has not rejected a 23 proposal, or a modified proposal, it shall be deemed approved, and 24 PCTA may execute the proposal, which shall be binding on all 25 parties. 26 SECTION 15: ACCOUNTS AND REPORTS. 2? There shall be strict accountability of all funds and 28 reporting of all receipts and disbursements of PCTA. PCTA shall 13 1 establish and maintain such funds and accounts as may be required 2 by good accounting practice. The books and records of PCTA shall 3 be open to inspection at all reasonable times to each Member and 4 its representatives. PCTA, within one hundred twenty (120) days 5 after the close of each Fiscal Year, shall give a complete written 6 report of all financial activities for such Fiscal Year to the 7 Member. g The Board of Directors shall cause an annual audit of the 9 accounts and records of PCTA to be made by a certified public 10 accountant or public accountant, all in accordance with, and at 11 the time or times required by law. 12 SECTION 16: BREACH. 13 If default shall be made by any Member in any undertaking 14 contained in this Agreement, such default shall not excuse such l5 Member or any other Member from fulfilling its obligations under 16 this Agreement and each Member shall continue to be liable for the 17 payment of contributions, payments and advances pursuant to Section lg 9 hereof and the performance of all conditions herein contained. 1.9 Each Member hereby declares that this agreement is entered into for 20 the benefit of PCTA created hereby and each Member hereby grants 21 to PCTA the right to enforce by whatever lawful means PCTA deems 22 appropriate all of the obligations of each of the Members 23 hereunder. Each and all of the remedies given to PCTA hereunder 24 or by any law now or hereafter enacted are cumulative and the 25 exercise of one right or remedy shall not impair the right of PCTA 26 to any or all other remedies. 27 SECTION 27: SEVERABILITY. 28 In the event that any tern, covenant or condition of this 14 I Agreement or the application of such term, covenant or condition, 2 shall be held invalid as to any person or circumstance by any court 3 having jurisdiction in the premises, all other terms, covenants or 4 conditions of this Agreement and their application shall not be 5 affected thereby, but shall remain in force and effect unless a 6 court holds that the provisions are not separable from all other 7 provisions of this Agreement. 8 SECTION 18: SUCCESSORS AND ASSIGNS; AMENDMENTS. 9 This Agreement shall be binding upon and shall inure to the 10 benefit of the successors and assigns of the Member. No Member.may 11 assign any right or obligation hereunder without the consent of all 12 other Member. The immediately preceding sentence shall not affect, 13 in any respect, any right of assignment under any contract between 14 any Member and PCTA. Subject to any requirements of law (including 15 Section 6573 of the Government Code of the State of California, as 16 amended) , this Agreement may be amended at any time and from time 17 to time by a writing or writings executed by each Member and 18 approved by resolution of each Member's governing body. 19 SECTION 19: NOTICES. 20 19.1 Any notice, demand or request provided for in this 21 Agreement shall be in writing and shall be deemed properly served, 22 given, or made if delivered in person or sent by registered or 23 certified mail, postage prepaid, to the persons specified below: 24 If to PCTA: 25 9220 El Morado Fountain Valley, CA 92708 26 Attention: Executive Director 27 If to the Member(s) : 28 15 I City of Fountain valley City Clerk 2 10200 Slater Avenue Fountain Valley, CA - 92708 3 City of Huntington Beach 4 City Clerk 2000 Main Street 5 Huntington Beach, CA 92648 6 City of Stanton city Clerk 7 10660 Western Avenue Stanton, CA 90680 8 City of Westminster 9 City Clerk 8200 Westminster Boulevard 10 Westminster, CA 92683 11 19.2 A Member may, at any time, by written notice to each 12 other Member and PCTA, designate different or additional persons 13 or different addresses for giving of notices, demands or requests 14 to it hereunder. 15 19.3 PCTA may, at any time, by written notice to each Member, 16 designate a different or additional person or a different address 17 for giving notices, demands or requests to it hereunder. 18 SECTION 20: EXECUTION OF -COUNTERPARTS. 19 This Agreement may be executed in any number of counterparts. 20 All such counterparts shall be deemed to be originals and shall 21 together constitute but one and the same instrument. 22 SECTION 21: PRIOR hREEMENTS. 23 Upon the effective date of this Agreement, the Second Amended 24 Joint Exercise of Powers Agreement Creating the Public Cable 25 Television Authority shall be superseded by this Agreement and 26 shall have no further force and effect. 27 IN WITNESS WHEREOF, the Members hereto have caused this 28 Agreement to be executed and attested by their proper officers 16 I thereunto duly authorized, and their official seals to be hereto 2 affixed, as of the day and year first above written. 3 CITY OF OUNTAIN VAL EY 4 BY Zj -t'1' 3 Its B A T S 6 i B 7 8 CITY OF HUNTINGTON BEACH 9 By Its 10 ATTEST: 11 By 12 13 CITY OF STANTON 14 By . Its 15 ATTEST: 16 By 17 38 CITY OF WESTMINSTER 19 By Its 20 ATTEST: 21 By 22 23 (C\385) 11/13/90 24 25 26 27 28 17 I thereunto duly authorized, and their official seals to be hereto 2 affixed, as of the day and year first above written. 3 CITY OF FOUNTAIN VALLEY 4 BY Its 5 ATTEST: 6 By_ 7 s CI T OF HLINTINGTON BEACH g By Its 10 ATTES / 11 By - 12 City Clerk �Z/ZG / City Attorney �1� 13 / l CITY OF STANTON 14 BY Its 15 ATTEST: 16 By 17 is CITY OF WESTMINSTER 19 BY Its 20 ATTEST: 21 By 22 23 (C\3s5) 11/13/90 24 25 26 27 23 17 1 thereunto duly authorized, and their official seals to be hereto 2 affixed, as of the day and year first above written. 3 CITY OF FOUNTAIN VALLEY 4 BY Its 5 ATTEST: 6 By 7 8 CITY OF HUNTINGTON BEACH 9 t` BY Its 10 ATTEST: 11 By 12 13 CITY OF STANTON 14 By Its "--kavQr 15 AT E 16 = B iry y �e 18 CITY OF WESTMINSTER 19 BY Its 20 ATTEST: 21 By 22 23 (C\385) 11/13/9 0 24 25 26 27 28 17 1 thereunto duly authorized, and their official seals to be hereto 2 affixed, as of the day and year first above written. 3 CITY OF FOUNTAIN VALLEY 4 By Its 5 ATTEST: 6 By 7 8 CITY OF HUNTINGTON BEACH 9 BY Its 10 ATTEST: 11 By 12 13 CITY OF STANTON 14 By Its 15 ATTEST: 16 By 17 18 CITY OF W STMINS'T,ER 19 By V. Its Mayor 20 ATTEST: 21 By, 22 City Clerk 23 (C\385) 11/13/90 24 25 26 27 28 17 • REQUEST FOR CITY COUNCIL ACTION Date November28, 1990 Submitted to: Honorable Mayor and City Council (� AFPROYED BY CITY COUNCIL Submitted by: Michael T. Uberuaga, City Administrator `�' •1-%7 29.� Prepared by: William G. Reed, Public Information Officers •✓ . C ,TY r k XiK _ Subject: JOINT POWERS AGREEMENT t r � 7c Consistent with Council Policy? IXI Yes I I New Policy or Exception r Statement of Issue, Recommendation,Analysis, Funding Source,Altemative Actions,Attachmerifs'. STATEMENT OF ISSUE Directors of the Public Cable Television Authority, a Joint Powers entity of which Huntington Beach is a member, have revised the Joint Powers Agreement between the city members. Such a revision requires approval of the member agencies. RECOMMENDATION Approve the revised Joint Powers Agreement. ANALYSIS Directors of the PCTA have revised the Joint Powers Agreement creating the Public Cable Television Authority. Changes are to Section 6 which adds a provision that directors shall be paid for no more than two meetings in any one month by placing a $100.00 per month limit on pay at the rate of$50.00 per meeting (the rate which has been in effect since the JPA was written in the 1970's). The second change is in Section 10 which will provide that member cities of the PCTA will share liability based on the percentage of revenue from subscribers, not on the basis of numbers of subscriptions. Third major change is in Section 12 which will require an unanimous vote to add new members and payment of any expenses involved in acceptance of a new member. Fees are to be set by the PCTA Board of Directors. A minor change is in Section 5.4 which spells out that the Board is empowered to appear and communicate before legislative bodies. FUNDING R E PCTA imposed franchise fee on the cable company. ALTERNATIVE ACTIONS , Do not adopt the Joint Powers Agreement as drawn. f ATTA_C1 ih4E,�I� 1. Memorandum of transmittal from Alan R. Watts, PCTA attorney. 2. Joint Powers Agreement 3. PCTA Minutes —October 11, 1990 P.iTU:WGR:jh 1 c RCA — December 17, 1990 —2— 0178u The following is a summary of the changes in the Public Cable Television Authority Joint Powers Agreement: Changes are to Section S which adds a provision that directors shall be paid for no more than two meetings in any one month by placing a $100.00 per month limit on pay at the rate of$50.00 per meeting (the rate which has been in effect since the JPA was written in the 1970's). The second change is in Section 10 which will provide that member cities of the PCTA will share liability based on the percentage of revenue from subscribers, not on the basis of numbers of subscriptions. Third major change is in Section 12 which will require an unanimous vote to add new members and payment of any expenses involved in acceptance of a new member. Fees are to be set by the PCTA Board of Directors. A minor change is in Section 5.4 which spells out that the Board is empowered to appear and communicate before legislative bodies. nn LAW OFFICES OR � ]Rourke & Woolruff A PROVESSIONAL COAVORATeom MEMORANDUM TO: CITY CLERKS OF THE CITIES OF FOUNTAIN VALLEY, HUNTIVGTON BEACH, STANTON and WESTMINSTER FROM: CLARK F. IDE DATE: January 31, 1991 RE: JOINT POWERS AGREEMENT FOR PUBLIC CABLE TELEVISION AUTHORITY Attached, respectively to each City Clerk, is a fully executed original of the Joint Powers Agreement for the Public Cable Television Authority. Please do not hesitate to contact re should you have any questions. Clark F. Ide CFI:cj# :0\948 Attachments cc: Board of Directors, PCTA Mr. Howard Stephens, Executive Director, PCTA I I I I f R 4+ LAW OrnCrs or Rourjce & Woodruff F 'RoIrESSIONAL COOP-ORATION x r C: EMORANDUM `x n TO: ME14BERS OF THE BOARD OF DIRECTORS +� PUBLIC CABLE TELEVISION AUTHORITY �y r CITY ATTORNEYS FOR CITIES OF FOUNTAIN VALLEY, HUNTINGTON BEACH] STANTON and WESTMINSTER FROM: ALAN R. WATTS DATE: November 13, 1990 RE: REVISED JOINT POWERS AGREEMENT FOR PUBLIC CABLE TELEVISION AUTHORITY I enclose herewith a revised version of the proposed new Joint Powers Agreement among Fountain Valley, Huntington Beach, Stanton and Westminster creating the Public Cable Television Authority. At the meeting of the Board of Directors of PCTA on October 11, 1990, after a discussion of the revised Joint Powers Agreement, you directed that I make several changes to that draft of the Joint Powers Agreement. Those changes pertained to compensation of Board members in Section 6, the method of sharing liability in Section 10, and the addition of new members in Section 12. Those changes have all been incorporated in the proposed Agreement. In addition, as I indicated to you at the meeting, I received comments from the City Attorneys in Fountain Valley and Stanton and most, if not all, of those comments have also been incorporated in the proposed Agreement. Pursuant to the direction of the Board at your October 11 meeting, it would now be appropriate for you to seek approval of the revised Joint Powers Agreement from your City. Memorandum to Board of Directors and City Attorneys Page Two November 13 , 1990 This Agreement is to be executed in counterpart. Therefore, I enclose five (5) execution pages of the Agreement. If your City Council approves this Agreement, please execute all five (5) and return four (4) to this office and I will prepare a conformed Agreement and return it to your City Clerk for the City's files. If you have any questions with respect to this matter, please do not hesitate to contact me. VU 0 W--, ;r ALAN R. WATTS ARW:cj♦ :C\810 Enclosures cc: Mr. Howard Stephens (w/enclosure) i s Lt Kc� it-A K,: -t.4 �A-, NINN VP M irnu�A PUBLIC CABLE TELEVISION AUTHORITY REGULAR MEETING . 00TOBER 11, 1990 703 AM 1. The PCTA Regular Meeting of the Board of Directors was called to order at 700 Ali on Wednesday, October 11, 1990 by Vice Chairman Don MacAllister, sitting in for Chairman Cook. The Pledge of Allegiance was led by Vice Chairman MacAllister. The invocation was given by Executive Director Howard G. Stephens . 2. Roll Call by Diana Rockwell The following directors were presents Don MacAllisterf Vice Chairman City of Huntington Beach Martha Weishaupt, Director City of Stanton Joy Neugebauer, Director City of Westminster The following alternates were presents Lyn Gillespie, Alternate City of Westminster Jim Petrikin, Alternate City of Fountain Valley The following staff members were presents Howard Stephens Executive Director Attorney Watts Secretary of the Board Diana Rockwell Assistant Secretary 3. Approval of the Minutes of the Regular Meeting of August 9, 1990 were approved. Motion by Director Joy Neugebauer and seconded by director Martha Weishaupt. Carried. 4 . Public Comments No public comments at this time. 5. Approval of Expenditures A. Register of Demands Check Number 3144 through Check Number 3172 B. Receive and File Treasurer's Report, August 1990 and September 1990. Motion made by Director Weishaupt and seconded by Director Neugebauer to approve Items A and 0. Carried. : 1-28-90 04:23FAi Poz _2- 6 . A.Report of Chairman Vice Chairman MacAllister noted that updated Channel 3 Operational Policy had been presented to board. For information purposes only. H.Report of Board Members Director Neugebauer requested that sound level variance during Westminster City Council meetings be checked into. General Manager Navarra Williams will research the problem. C.Report of Executive Director Executive Director Stephens reported that there had been problems with the Paragon telephone system, but that they were being straigtened out. D.Report of Paragon Cablesystems - Don Weddle, Director of Public Affairs presented a written report to the Board and handed out a token key chain which had the "Dig Alert" telephone number to prevent accidental cable cutting by contractors. The total basic subscriber penetration is ?' 55.3%. The number of homes passed is 121,000. The telephone system is now completed. Customers have option of touch tone system or waiting for a live person. Paragon ilmed ountain Valley Crime Biters Awards program. Regular ac uled programs have included Westminster City Council, Vietnamese TV and Cable Connection, which features Navarra Williams and other experts within the Paragon depts. Property Tax Update, ATC of Orange, was appealed. Nine remaining appeals to begin in March 1991. Tax monies are to be impounded, pending outcome. Litigation - Civil Rights case against County Assessor on discrimination of Cable Companies. Director MacAllister asked if audio system had been balanced. Mr. Williams replied that sattelite channels were balanced, but that there was no equipment for off air channels. Mx. Williams will research the possibility of this. Further influence is needed to communicate with Mobile Home Park owners on cable. Mr. MacAllister suggested Mr. Williams contact Vicki Taley, Manufactured Housing Association, located in Huntington Beach. Mr. Williams will meet with her. 11-53-90 04:23PM P03 7 . Unfinished Business A. Telemetering - Don lteinbuch, Fountain Valley Additional testing to take place next week. New report is expected soon. a. Update on installation at Goldenwest College Director MacAllister reported that Goldenwest College has met with GTE. Problem involves cutting system across Edinger Avenue. Director MacAllister moved to table Item_?-B, until it is brought back by Goldenwest College. Seconded by Director Weishaupt. Carried. R C. Status Report on Updated Franchise Documents - Attorney Watts . Paragon comments have been received. Completed document expected next week, primarily administrative housekeeping action. D. JPA Agreements k Updating JPA newest draft. Cities ' attorneys comments to be incorporated. ✓Page 4 - Section 5.4 - Board to be able to appear and communicate before legialative bodies. Page 5 - Line 21 - Compensation of board Members. Motion by Director macAllister for Hoard members to ' receive $50.00 per meeting, not to exceed $100.00 in . any one month. Seconded by Director MacAllister. Carried. ✓ Page 9 and 10 -- Section on Liability Director MacAllister moved that all cities to share liability expense, based on the percent of revenue of subacribere. Seconded by Director Neugebauer. Carried. Page 11 - Section 12 - New members - Updating of agreement. Unanimous vote to add new members, and expenses involved. Fees to be determined by the PCTA Board. C 1l-28-90 04:_3M Pu4 -4- '/7 . D.Repart on Revision of the JPA. Attorney Watts stated he would be present at any City Council Meeting, if a director thought it was necessary. Director MacAllister moved to direct legal staff to execute JPA agreement by sending final copies as modified, to each of directors for approval of their respective cities . Seconded by Director Neugebauer. Carried, S. New Business A. Change in authorized signature card at Security Pacific Bank. Moved by Director McAllister to file new signature card with Security Pacific Bank. Seconded by ➢irector Neugebauer. Carried. B. !Motion made be Director MacAllister and seconded by Director Neugebauer to receive and file the Audit Report for 1989-1990. ;; Carried. 9. Closed Session i No closed session at this time. 10. Adjournment to December 12, 1990 - 700 AM - Fountain Valley Community Center. Respectfully submitted, Duna Rockwe 1 pctam.oct ; Assistant Secretary of the Board i 11-28-90 04:23PM P05