5.28.320 Amended and restated agreement of formation.
The cable television commission was previously created by the county and the cities. Enactment of this chapter and amendments thereto constitutes approval by the governing bodies of the county and cities of the terms of the following amended and restated agreement of formation.
AMENDED AND RESTATED AGREEMENT
OF FORMATION SACRAMENTO
METROPOLITAN CABLE TELEVISION
COMMISSION
THIS AMENDED AND RESTATED AGREEMENT is made and entered into pursuant to the provisions of Section 6500 et seq. of the Government Code of the State of California by and between the County of Sacramento, herein referred to as "County"; and the City of Sacramento and the cities of Citrus Heights, Elk Grove, Folsom, Galt and Rancho Cordova, herein referred to as "Cities"; who do hereby mutually agree as follows:
1. Establishment.
There is hereby created an organization known and denominated as the Sacramento metropolitan cable television commission, which shall be a public entity, separate and apart from the county and cities. The Sacramento metropolitan cable television commission (hereinafter referred to as "commission") shall be governed by the terms of this agreement, the terms of an ordinance enacted by each agency which enters into this agreement which is entitled "cable television ordinance," and is hereinafter referred to as the "ordinance," and by such rules as are duly passed and adopted by the board of directors of the commission.
2. Board of Directors.
The commission shall be governed by and the powers of the commission vested in a board of directors. The number of members of the board of directors, composition thereof, and tenure of directors shall be prescribed by Article II of Chapter 5.28 of the Sacramento City Code.
a. Meetings of the board of directors and of such advisory or other committees as the board may appoint, shall be governed by the provisions of the Ralph M. Brown Act (Government Code Sec. 54950 et seq.). The board of directors shall establish a time and place for its regular meetings, which shall be held not less frequently than once per year.
b. A majority of the members of the board of directors shall constitute a quorum for the purpose of transacting business.
c. No action taken by the board of directors shall be effective except by duly adopted motion receiving the votes of a majority of the directors of the board.
d. The board of directors shall annually elect its chairperson and vice? chairperson.
e. The clerk of the board of supervisors of the county or other person retained by the board shall serve as clerk to the board of directors, shall be responsible for recordation of the official actions by the board, and shall be the official custodian of all records of the board of directors.
The county may determine reasonable charges to be made against the commission for the services of the clerk and the commission shall pay such charges.
3. Powers.
The board of directors of the commission shall be vested with the following powers:
a. To employ or retain in the name of the commission an executive director and such other personnel as the board of directors deems appropriate. The executive director shall be appointed by and serve at the pleasure of the Board of Directors;
b. To make and enter into contracts in the name of the commission as authorized by or in order to carry out the objects or purposes of this agreement or the ordinance, including, but not limited to, contracts with the county providing for provision by county personnel of services for the commission and reimbursement of the county by the commission of the costs thereof;
c. To acquire in the name of the commission, take title to, hold and dispose of real and personal property;
d. To incur in the name of the commission debts, liabilities and obligations, which shall not constitute debts, obligations or liabilities of any of the member agencies;
e. To accept in the name of the commission grants, gifts and donations in the public interest to carry out the purposes and functions of the commission;
f. To establish and provide for the payment of reasonable compensation to its members or their personal representatives for performance of the duties of office; and
g. To exercise such other powers as are expressly conferred by the provisions of this agreement or the ordinance.
The board of directors shall also be authorized to sue in the name of the commission. The commission shall be subject to suit in its name.
4. Limitations.
Pursuant to the provisions of Government Code Section 6509, the powers of the commission are subject to the restrictions upon the manner of exercising such powers of one (1) of the designated member agencies. For such purposes, the City of Sacramento is hereby designated.
5. Budget.
Prior to July 1st of each fiscal year, the board of directors shall adopt a preliminary budget. Prior to September 1st of each fiscal year, said board shall adopt a final budget.
6. Payments.
Not later than the first day of August of each year during the term of this agreement, the commission shall distribute to the county and cities who are members of the commission the difference between:
(i) the revenue required to finance the costs of operations incurred in accordance with the commission's budget (including a reserve for contingencies) for the fiscal year ending on the prior June 30; and
(ii) the revenues from franchise fees actually received by the commission for the same fiscal year. Revenues from sources other than the franchise fees shall be utilized and distributed as required by the source of funds.
The franchise fees shall be paid to the county and cities who are members of the commission in the same proportion as the ratios which the population of the unincorporated area of the cities bear to the total population of Sacramento County, excluding the City of Isleton, as disclosed by the most recent federal decennial census and as updated by the California Department of Finance by January 1st of each calendar year.
7. Treasurer.
The treasurer of the county shall be the depository of funds of the commission, and said treasurer shall be the ex officio treasurer of the commission.
The treasurer shall receive and have custody of and disburse commission funds on the warrant of the auditor and shall make disbursements authorized by this agreement. The treasurer shall invest commission funds in accordance with the general law. All interest collected on commission funds shall be accounted for and posted to the account of said funds.
The county may determine reasonable charges to be made against the commission for the services of the treasurer, and the commission shall pay such charges.
8. Auditing.
The auditor of the county shall be the ex officio auditor of the commission, and shall draw warrants against the funds of the commission when the demands are approved by the executive director or his designee. At the close of each fiscal year, as provided in Government Code Section 6505, the directors may contract with a public accountant or certified public accountant to make an audit of the accounts and reports of the commission.
The auditor shall establish and maintain such funds and accounts as are deemed necessary to account for and report on receipts and disbursements. The commission shall keep such additional records and accounts which are deemed necessary to account for and report on sources of funds, expenditures, grants and programs as may be required by good accounting practices. The books and records of the commission shall be open to inspection at all reasonable times by representatives of the member agencies.
The county may determine reasonable charges to be made against the commission for the services of the auditor, and the commission shall pay such charges.
9. Term.
Except as hereinafter provided, this agreement shall terminate, and the commission shall be deemed dissolved upon two?thirds vote of the member agencies.
Notwithstanding the foregoing, a member agency may withdraw from the commission with at least one year prior written notice. Upon withdrawal, the former member agency shall be liable for its proportional share of commission liabilities, including any retirement benefit obligations, in the same proportion as distributions to member agencies have been most recently made pursuant to paragraph 6, above. Such former member agency shall not receive or have any right to any share of commission assets.
10. Disposition of Assets.
Upon dissolution of the commission, its remaining assets, after satisfying all liabilities, including retirement benefit obligations, shall be distributed to member agencies in the same proportion as distributions to member agencies have most recently been made pursuant to the provisions of paragraph 6, above unless the member agencies agree to a different distribution. Any real property owned by the commission shall, in advance of dissolution, be conveyed by the board of directors to member agencies as tenants in common with proportional interests equal to the proportion of distributions most recently made pursuant to the provisions of said paragraph 6 unless the member agencies agree to a different distribution.
11. Debts.
Except to the extent provided by law, the debts, liabilities and obligations of the commission shall not constitute any debts, liabilities or obligations either jointly or severally of the County of Sacramento or any city.
12. Amendment.
This agreement may be amended by written contract approved by and executed on behalf of the governing bodies of each member agency. No franchisee or other person or entity shall be deemed to either expressly or impliedly be a party to this agreement, a third party beneficiary thereof, or to have any interest which precludes amendment of the terms of this agreement in any manner in which the governing bodies of the member agencies, in their discretion, may mutually agree.
IN WITNESS HEREOF the parties hereto have approved and executed this agreement as follows.
(Ord. 2022-0028 § 2; Ord. 2007-007 § 1, 2; prior code § 20.02.112)
