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HomeMy WebLinkAboutFresno Clovis Community Media Authority Joint Powers Agmt• .JOINT POWERS AG REEMENT Frcmn/C9nvis Continuum Media Authority (A Joint Poners iulhnrita I F n This loin Pnxe2 Agreement e andAgreement"). which Is timed IbrnJemifcation purposes p as —,�. 1aaw .2008, is made boil crucial into by and besrcen the public entities 3 ° (collectively, "Members' ) whose names are set forth on Fehl hit A. pursa:ml In Section 6500 at C2 y.olI he Gocertanent Code and uthcrapificahle law-: WWI NFSSF TH: I he panics harem do agree as Infect: Section I_ Recitals. Agreement is made and entered ran with respect to the fallowing facts. On April 15. 3008 and May 12. 3008 resl>retirely-tire City of Fresno I Fresno'I and die �City of Clovis ("Clovis l following their resputive vomition to State of Coliforms Digital In fiastructure and Video C'ompethant Act (" OIVCA* I Franchises, approved formation of a joint pawns amhadq. initially consisting of Fresno and Ones, to net as (hair jointly designated Puhl is Education. and Ouwnmmt f -i I masa channel provider including with regard to training a third patty ins iter to develop and deliver VEG administration. • management. access and programming. It The public interest requires a joint Fallen, authority in order to coordinate. consolidate leverage and sham PLG resoaces and respon,dhitties Including the retention of certain qualified third party pmvidcgsl. Inch Member Is a guvcmmentol entity estubllshod by low with loll powers of goremmcm in Iegialuti.a administrative, financial. and other related fields. d. Bach Men ar by and through its legislative body, determined that joint Powers authority Io assist with PLG access, programming deliver,, and related administrative and fiscal duties by voluntary coordination acting the Members was required In funihenune of the public hares. neeesav and convenience. Each Member. by and through its legislative hody. independently determined that the public musical, co tOemenee and necessity required creation of a joint punters authority to be known as the Fmsnn/Clm is (immunity Media Authority I, Ilpon complete execution of this Agreement by and on behalf of each such Member. and Palmation of tine I IevnolClnvis Communitv Media Andmrip. a Notice of Joint fillers Agreement shall be tiled witb the California Secretarc of State in iccorat with Government Cade section 0503 5_ • • Suction'__ Creation of i4ramte 1. sal Path, A separate legal enalt is hereby created within the meaning of Section 6903= ol'the California Government Codm this mute shall exercise its Posters in accordance vaith the previsions of this Agreement and applicable law. Section 3. Non _ The ane ria of this separate legal ronin shall be the Fresno/Clovis Community MMIu Authority (—Authority"). Seatlon i. Prgttieppd Pmversat tic Author al P oo.e of ALALil the pupose er the Authority is to assist with odor provide PFG access. progran ging. delivery and related admin isumicc and lis. d duties by volunmry coordination among the Members and/or through mention of cenum qualified third pant provider(s). in furtherance of ane public dmerest� nmessity and convenience. It is the capmNNs intent of the Members that the Authority shalt not possess the :muhol in to connect are Member It, a+nducl any actin its or to implement any Plan or strategy that the Member does nm wish to undertake (except list the payment ethereal specified Jues.l the goal and intent at the Auamrity is one of volumt cooperation among the Memhms for the adlecloo ber l of earl ll. h. Common Powers. The Annual shall have and may axacse. the following Letters: 111 Prioide consistent oith each Washer : egal and fraWhIC "FligA110111, PLG access programming 1 I and related d ammi d ISCUI duties Including;. to public uuoeacticonsulwtiun. content and scheduling and programming. consmncr eomPlwms. govpmmemal and re€ damn compliance. and/or as otherwise specified herein and/or from time to time in an auNmtvel writing amending this Agmement. III Sayre as a Ibmm for to review, consideration. xwdy. development and recommendation of related PFG policies, plans. cervices and pmgrailoam,: 13) Assemble imormadon helpfid in the consideration of PLG issues peculiar n+ the Members: Itll Lmpluy contributed AlemM1er resources or presently -existing. single - Purpose pmMidpriyate groups to carr. out its programs and prraiccts. UI Fxplme pomlcal awnues fur vulumn) lnergovemmmnal cooperation. coordination and action in the infest of local PAG service, (6) Sere as a mechanism for obtaining rein ed, state. and fica l grana to assist in financing the espendiwrcx of the Aumstritr. IPI Make anti enter into co mors. including contracts for the services of • cngnser consultants. planners. avomevs. third pans hatmens) and single purpose puhliJprivase groups'. Page'_ ret 12 (8) Employ agents, officers and employeasi (9) Apply for. receive and administer a grant or grants under my regional. state_ or federal program: 1llp Receive gifts. contributions and donations of progeny, funds, services and other forms of financial assistmm from persons, lienor, corporations and my governmental entity; (II) lease. manage. maintain. and operate any buildings, works or improvements: and (12) Delegate some or all of Its powers to an Ixeeutive Director as provided beluo. Fuer a of Powe . the Authority shall in addition, have all implied powers necessary to perform Its functions It shall exercise its posvers only in a rammer consistent with the provisions of applicable Irv. and this Agreement. Section 5. Creation of Guvcrium Board. m Comparison . A governing Board for die Authority (`Board") Is created it, product the affairs of the Authoriq. the Board shall initially be composed of five t5)members , • as (allows: Or The Mayor of the City of P-resno shall appoint three GI representatives who shall each he confirmed by the Fresno City Council. the Clnois Cory Council shall appoint Ion (S) represemutiwe Each Member representative shall xet,e as a Board member I' Board Member 3 C1 The legislative body of such of the Member may deslgnam one person as the Member's alternate representative on the Board ('Aherrato BnaN Member"). OI Each Board Member or Alternate Board Member at the Board may be misused and replaced at my time by lhe governing body by which such Board Member or Alternate Board Member wax appointed. 141 No person shall he eligible in serve as a Board Memberor Alternate Board Member ohm is, at any times during the lemre of that gersun ris a Board Member nr Allemmr Board riverbed a member ofen m ilpernm of the legislative body of enc of the Member, Should any person rely ng on the Board fail to maintain the status required by this Section 5.a(4), that person s fashion an the Board shall be deemed vncurrd os of the dale such person ceases m readily personal to the prrcisious of this Section, and the Authnmy Member shall he entitled to appoint a qualified replacement 157 Bwnl Members and Alternate Board Members shall not receive my compensation Ibr serving as each Fut shall be entitled to reimbursement I'or any expenses Pace 3 of 13 • actually incurred in connection A th serving as a Hoard Mentha or Alternate Board Mninhcr it the Autiounix shall determine that such express shall he reimbursed and Ihere are unencumbered funds available rot such pm trasse Section d. tIse or Public funds cod Ponatty. The Annual ,shall he eminnomed to utilize for In purposes, public and/or private fundv propcny mid other resources received fmm die Members and/or front other sources_ Where appllcalAe. the Board may permit one or more of the Authority Members to provide in-kind services. including the use of property, In lieu of devoting cash to We forcing of [lie Annulus N ueivitem. Section 7. fent n of Governing Board. Votame and Partleioalion. Each Board Memhr stat cast ooh one cote for each Issue bet re the Board, An Alternate Board Member may padici pate or vote In the proceedings of the Board only in the absence of that Arthritics Member s Board Member. A Board Member or Alternate Board Member seated on the Board mall be entitled to pantcipatc and rote on matters ponding before the Boom only if such person is physically present at the meeting of the Board and if the Authomv Member which that Board Member or Ahcume Board member represents is not on inactive status (as defiled in Section 22.h of this Agreement. b. Priv Vc -nu No absentee ballet or prow shall be permitted. C. inumuni A quorum ol'the Board shall almo st of the greater uta majority of the sating Board Members. or three 131 Some Wafers, plot dol than at least one I I I of Fresno's Beard Maintains or Alternate Board Member and it least one (I i of C'Im is Bound Members or Alternate Board Member most be present to constiwtea quorum. it Committees As needed. die Board may anon perrI or ad hes advisor, committees to pita advice to die Board on seen matters az Into be record to such contemner, by the Boord. All committees shall hove a stated purpose before they are funned. Standing committees shall remain in cxlsmncc until they are dissolved by tic Bond. Ad hue cumnalaxs shall be dissolved upon completion ofthcir designated funploos. ('momiteco. unless otherssise provided by Iau, this Agreement, or bt direction of the Board, mat he Composed of represa mhvea to the Board and/or nun-represenmtivas to the Board_ Aeons. Unless by a provision of applicable late, this Agreement, or by direction of the Board. a higher number f votes is required to corp a panic alar motion. actions wken by the Board shall be by not less than a majority of the voting representatives of the Board which m present with a quomm in attendance. provided the majoay causes of at (cast one 11) seta from Fresno's Board Mmi or Alternate Board Member and m least one I I I vote from Clovis Board Members err Alternate Board Member. Section N, panic of me Guessing Board. The Board shall be deemed. lilt all purposes, the policy making body of the Authnay. All of the fevers of the Authority. except as may be • expressly delegated ai others pmrstanno the provisions ofapplicable law. this Agreement, or by direction at the Board. shall be exerised by and through the Beard. I'age4 of 12 • Section 9. Robbins Rules of Order. The substance of Roberts Rules of Order shall apply to proceedings of the Board. except as. may otherwise he provided by provisions n lapplicable law. this Agreement, ur by direction bl the Board. Section In. Meetinos of Board_ The Board initially establishes the dates and times of matings ofthe Board as dihosa Regular Meeh us The Board shall ]'revile ler ns regular meetings, provided. howevee it shall hold at least one regular meeting in March each veem floe date. hour and place of the holding of the regular newing shall be tired by tesedmion al'the Board and a copy of such resolution shag be tiled "all each Member hereto. It Special Meeinue. Special mcminKs I the Board may he tolled in accvNance with the pro mans of Section 54150 of the rioverratical Code of the State of California. cl M' n es. 1 he Secretmp at (lie Board shall cause ar be kept minutes ullhe regular. adjourned regular. special and adjourned spcetal meeting at the Boast and shell. as .soon as possible after each meeting, Came a tops of the minutes to he fornindol to each Member of the Authority. Section 11. Rules and Revolutions. • u. \e/�1_nB. The Board may adopt. from time to time. bo resolution of the Board such odes and regulations mo the eoWuct of its mornings emd abhorsas may be required_ Section 12. Election of Chair end Vice -Chair, The Choir of the Board shall conduct all melmas of the Build and perform ruch other duties and functions as required ofsuch person by panto em tot applicable rs%c this Agreement or by direction oftike Board. the Vice -Chair shell Woe as I'hair in rhe obsenct of like Choir and shall perform such duties as may be required by pvisions bf applicable law, this kgrmment. or by the dtrcetion ol--the Board or the Chair. In addition. the % ce-C'hair shall supenisse the Treasurer and Auditor in the Ineibrmanee at' the duties assigned it, them hereunder_ Flection and Icon. Ar the first regular meeting of the Board held each calendar u Board Menurr shall he elected anally to the position of ('hair of the Board. and a second Berard mopresemativa .hall be elected to the position ol'ViccChair of the Board The tone of office of the Chair and Vie -Chair shall commence on July I and expire on the succeeding June of b. VVaca_ If mere is a vicamck_ for are reason. In the position of chair or Vice - Claim. dee Bong shall fonhwith conduct an election and 611 such wcuncs for the unexpired tear of such prior incunderm. Section Ii. Fxec aw Director The Board may appoint qualified person to be L'esem ive Director, on any basis It desire including. but net limimd m, a contract orempinyce hfuls. The Executive Director shall be neither a Board Member- nor un Aluarric Board Monber. nor an ]'nice 5 of 12 M elected urlicial ofany Member. The Executive Director sun be the chiefudminiareGve officer of the Authority. the Lxcutive Director shall recede such compensation as may be fixed by the Board. Ilse Fxecutive Director shall serve at me pleasure of the Board and may be relieved boom such position at our time. without cause. by the Board taken at a regular, adjourned regular r special meeting of the Board. the Executive Director shall perarm such dulies as may be imposed upon that person by the provisional of applicable Imv, this Agreement. or by the direction of the Board. Section IA. Designation o1treasurer and Auditor . the Board shell, in accordance with applicable lues. designate a qualified person to act as the Fosormr of the Authority end a qualified person to act as the Auditor rf the Authority. If the Board so designates. and in andante with provisions of optannahlc law, e qualified person may hold both the office of Treasurer and the office of Auditor of the Authority_ lie compensation, if any. of a person or persons holding the offices of Treasurer and/or Auditor shall be set by the Board. Section 15. Duties of Treasurer and Auditor. The person holding the penton of Treasons of the Aulbnrity shall have charge of the depositing and custody of all funds held by the Authority. The Treasurer shall perfomt such other duties ns may he imposed by provisions of applicable low, including those duties described in Section 65055 of the Government Code. and such duties as may he required by [lie Bound. I he Authority's Auditor shall perform such functions as may be required by pmvisions of applicable Imv. this Agreement. and by the direction of Board. • fiction In Designation of Other Ohnors and Employees. I he Board may appoint or employ such other illness or employees ns it deenis appropriate and necessary to conduct the affairs of the Authority. Section lZ Obligac tions ora Authnnrv_ The debts, liabilities and obligations of the Authority shall be the dehts.liabilities or obligations of the Authority alone. No Member of me Aval shall be responsible, directly or indirectly. for any obligation. debt or liability of the Air arity, whmsneacr. Station Is. Control -and Investment of Aatanu. Funds The Bound shall adopt a policy for the control and in esmtent of Its funds and shall require trial c mpGunce mhh such policy_ The policy shall comply, in all nxpccns. with all pro%isimms of applicable Icor. Section 10 1 orm. rhe Authority Crashed PaUsilant m this Agrt ent shall continue at existence fora initial period running linin the of lope data hereofm lune 30, '_t100, and lcrealor full automatically automatically a annually Gn additional mese tel month terns unless roof terminated err either,Member r approval of fullthirds i'Il wit drama leant thein tacttorinen oodco nr i Anatodp Memlcn ai the such wi fallowing withdmxal of em,thet [he Any Memnd and within unit Ill c days of arch wimdrvwrlr provided hm.evur_ that tot AoJmdny and this Agreementer hall cominutmexist furions ems tocdisfiorcl olllehij,waN oitil mingprrit), and/or en assets. ane ml amen thnetiana neae.�ary m ernehde me crane.. arca Atnnnma. • Section ^Il _. Fiscal Year For the purposes of this Agracmanl, the tur tum Fiscal ) cashall un the fiscal year as established farm time to time by the Authority. being, at the dwe of [his Page 6 of 12 • Agreement, the penoll from .July I to and including the Rallaw5ng June le, except Por the fest Fiscal Year which shall be the period I'mm the date of this Agreement w June 30. 2009 Section'_I- Application of Luw�to A charity Functions. the Authority shall comply whh all applicable laws in the conduct of its affairs including, but not limited at. the Ralph M. Broom Act (Section 54950 of seer, of thc Go%t mmmt ('ode) DIVE A. public hid, labor and prevailing "age raos and requirement. Section '2 Authonts Members. a. WOh�), An Aulhurip Member may oithdrmo from the esurhodty by filing its written notice of withdmoal with the (hair of the Huard slats (601 diva before the actual with atoal. Such n withdrawal shall he effective at 1100 ti clock a.m. on the last day of that sixty (60) mo period. 1 he withdrawal of a Member shall not in my way discharge impair or modify the annualy-assumed obligations nl' the sJthdmwn Member in existence as of the eff tclisc date of its withdrawal. Withdmwal of a Member shell nor affect the remaining Members. A «ithdraom Member shall not be entitled to the return of me funds or other assets belonging tothe Authority. until the effective dare afmmrinotinn nfthle Agrednav4 caceptdrift it withdrawn Member shall be entitled m Ore balance ortireannual dues paid Or the year by that Member ohich were intended far rhe remaining pan ol'too year. h. Total 4mine Membcrsh'o/Inac 've Status life total voting nmmberslup shall • racist of all Members. except those that how withdreon nr are on Inamiec Status. A Member .NII be placed on Inactive Status if ciWcr of the tldlmung a enc occur._ III If a Member fails to pay dues within three months of the annual dues ent as occurred under Section _'5 or this Agreement. fail after a 30 -dap wrium notice is provided to that Member. the Member shill be deemed to he nupended tram this Agrecmcm and the Authority. When a Memhr is sursamded, n repro entad.e of that bremher Shall pericipme or vote en dee Board. Such a Matter Shall in readmitted only UINIHtileI and 10 .111 dura then meed by the Member. including dues mormeal pour to the mnpemmn and more the aspersion, (3) If a Member is not mprrsantW by arm of Band Members or Alternate Board Member for three (1) consecutive regular meeting, of rhe Bond. that Memher will oe placed un Inactive Seems until such time as it Board Manher(s) or r1co me Board Member next attends a repo lm umetl ng of the Board. Admitting Additional Members A pity a urm whose jurisdiction or pan theruul' lies item diately adjacent m at least one Memher may he added as a Memher to the Audii upon I I i dee Bhng with the Andacly, b% such city a umy, of tar executed counterpart of this with Agreement, together a certified Copy ora resolution duly adopted by the legislarivehody ofdm cin errantly dpprnving this Agreancnr and the execution thereof. and I21 @e affirmative vom of a marunty of the Board, Adna4,ion shall be subject m Such new Membcpsl having PFG funding available to contribute consistent with the purpose of this Agreement. option such teens and mnditionsesthe Board utaydennamropriatc. Page J of 12 • Section?). Numltnaferenae with Function of Members The Board shall not take any action that consulates in tnterl'erence with the ex s e of lawful powers by a MemMrofthe Authority_ Sermon 24_ Lim uta ir of Pati I' v All agreements entered into by the Authority shall contain a Initiation of liability provision,except providing that, expt as comicacoumed by a par ictur Member. Members shut l junheliable to employees. comrdcmrs end other IIIind panics. without limiting the fa ctichng, in no event shall a Member's liability under this Aerecmeat teed in my fiscal v such Nlimbmr s fwding of tae Authority during verb lisaul year pursan ut to this Agreement. Section 2i Dues of Members, I'he Members of (lie Authority shall be responsible for the payment to the Authority. small of dues in the amounts periodically hudgeted by the dead, I Dues ). pros» ago days Dues shall he due and payable by a Member only froNto the e dent of that Mum Mr's annually allocated and available YL6 finding and further provided that the Antiochhalluse pll➢ funds only fm eligible paryreescul Section 20, D3nez4bnn relAssn y_ IJpon termination of this .Agncnil after the payment of all obligations of the Awhmtn, any assets remaining shall be distributed to the Members in proportion to the then chligatien of those Members m participate In the landing of the Authority. Station 27 Renoir s!AumIalhcl}.a ofthe Alc a o. within 1220 days tiler the dos of each Fiscal Year. shall provldc and cause its conwcton,v ind pony provide(») w pnwide Membra with aumplote "came report of operational and financial actinides for the preceding Final Pur including an independent audit. A Member upon its reamnable request shall be given acce,.g it, A fluairt books and records at the offices of the Ardently its conmactins)'dtird Carty pnwidefsl-ut fall ul the requesting Nlent a Indaterldwin Audit_ The Treasurer of the Authority shall close an Independent audit it, be made of the books ul'tumults and fnmtdnt records of the Awaority by a certified public accountant or public accountant incompliance with the ptosisioas of Section v5o5 ofthc Joint Inn'cise of Powers Aet Any costs at the audit. including convons with. or employment of. eenified public accountants or public accountants in making an audit pursuant it) this Section, shill he home ba' the Authority and shall a a charge against any umnoum0.red funds of the Aulboddy' available 6r that purpose Section 28. Nmices. kntices and atter communications hereunder in the Members shall he sufficient ifdellceed to the dcrk of the antennae body of each Members. Section 24). Indnrndi hmay 'fa tile lull eelem financed by law_ the Autheriq may aphorize indemnification by the Authnrin' of at) person who is or w eI HmN m Member or Aldeote Board Member of lar Audertrv'_ o olneea emplot rre r other agent l the Auburn,, and Who any ny o rev e thmned to be made a party lots a pceding by reof the ISet that such per y ugh a Board Member or Altenrne Board Member of the Artifacty. or an officer. employee or other agent of the Anthodty. against ecpmews. judgments. lines, • settlements and other annum» actually and reasonably Incurred In connection with such pmcaedin , data person aocd In good faith and in a summer such person reasonably bchcyN page 8 of 12 • lit he In the best interests of the Authority, and. in the case of n criminal proceeding, had no reasonable cause to believe the conduct of such persou was unlawfol, and in the case of on action by or In the right to the Authority, acted teats such care including reasonable inquiry, as an ordinarily pndem person in alike position would use under similar cirarmstanees. Section 30. Contributions and Advances Contributions or advances of public funds and of the use of personnel. equipment or property may be made hr the Authority by the paries hereto for any of the purposes of this Agreement. Payment A public funds may he made to defray the Cosa of any such contribution, Any such limestone miss be made Subject to repayment. and in such arses Shull be clasid, In the meaner agreed upon by the Authority and the party math ne such resume at the time of such ad+anee. Section 31. In n t 'i es till of the privileges and anmanNes from hablhiRs, exemptions Gum laws. onlivahnsand rule's, all pension, relief, disability. workers' compensation. land other benefits "ankh apply to the activities of officers. agent or emplodses 01 lathe agencies when pollinating their resp islo c fiarriers within their respective territorial limits s11all apply to them nt the sate dogrec and extent while engaged as Members of the Authorip in otherwise as an oblige, agent. Board Member. Alternate Board Member_ Rather reme,camaloc uI the Antons r while engaged in the pertme ante lir any of their tunnies or dWesestnualitnrial I ander the provisions of this Agraicnew. Section "I Amendment_ This Agreement may be amended in al) time with Inc nParmtol of two-thirds 12 3) of the Board memhership, section 33h,c,mnra'nn IT Reference. dash Exhibit to this Agnane,I is incorporated into the Agreenem by this reference. as though it were lblly set forth in the heady of the Agreement. Section 34. GBLctive Date. The el1'ective date ("hRective Date) of this %elecmens shall be the Bret day of the first moms Inllmving the date on "Inch Members bolo" adopt mid sign this Agreement Section S. Penial ImnllJlg. If ant n m e of the tep. provisions. promises, cusentinsorcanditionsof me, Alpcemem skald n any extern FC adjudged Invalid.unearorceablc. void or voidable distinct reason,lei mer by a amu ofcmnpehentjuddlction. each and all of the remaining terms. provlsionr. promises_ a tants and mnJitiva. of thin Agreement shall not be affected thcnby, and shall he vallm and en! rceable all the fullest extent pemnitted by last Section 3b. Successors This Agreel ehall he binding upon and shall inure ah the benefit of the successors of the mrnpanics hereto. hxcept to the extent expmssk provided herein, no party may assign any right or obligation hereunder without the consent of the other panics. Section 3Z Alis«Ilaneaus 4. Counterpart This Agreement may be executed in several counmryprL< each of •which shall be an original and all of which shall constitute bol one and the same instrument. page 9 of 12 b. Heading. The section headings herein ore for commuenco only and are not lobe construed a mod thing or gavcming the language in the weIo n released m Consent Chore of law. Wherever in this Agruemcnt ant Consent or approval is requirethe smnc shall nm he wrmconohly withheld. This Aramaean is trade in the Strata of Colifaria. under the Constiunion and luws of such state and Is in he .so cnnaaued. Ll . Cmnolae Agreement. This Agoeemem is the complete and excl usivit uIalmuu of the agreement among the panics herno. vvhich supast and morgev all prior pmpoutls understandings. and other amennc ts. whothor nmL.vnnen. or lopped in conduct, hnween and among the panics rulatine to the subject mutter of this Agreement • n/ Page 10 of 12 • TII A 11111 MCMIIC:RSOITHISAGRIiLMENIHAVE CAUSED [HIS AGRF.EMENI TD UL LXLC L I LD ON PHILIA REIIALP, R]ESPECTI VELV. AS FOLLOWS: OP rRIi NO CIVOLV OF CLOVI Bv: bnLcg h. Rudd Hv: 4Aq JL(flbtwn Tine: ASSidnn! NQnOGfy VileINA'ad N Date- Dote 1� S it%19 A'IIES'1': ATTEST- Sw�/o Ciry Clerk m Clerk • APPROVLDAS'FOPORM: APPROVIDASIO FORM: Citg Alronsy 4\\a Cily Altomey 0 RRI:m lwlol�duunL 119114 4a Pegs H vi -12 • EXIIINIT A City of Fresno CA • Linda Calandra • IWy Artbur • Gene R.Maver City oFClovis. CA • lelfnemlev • Ur. Nubun R'unn L Ll Liat of Member Agencies 0 Page 12 of 12