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HomeMy WebLinkAbout2009-07-14 - RESOLUTIONS - SC TV JPA (2)RESOLUTION NO. 09-69 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, APPROVING A JOINT POWERS AUTHORITY AGREEMENT BETWEEN THE CITY OF SANTA CLARITA, THE SANTA CLARITA COMMUNITY COLLEGE DISTRICT, AND THE WILLIAM S. HART UNION HIGH SCHOOL DISTRICT WHEREAS, on January 2, 2009, as a result of the California Digital Infrastructure and Video Competition Act of 2006 ("DIVCA"), Time Warner Cable discontinued its operation and funding of Santa Clarita's Public, Educational and Government (PEG) Studio referred to as Channel 20; WHEREAS, in advance of Time Warner's anticipated closure of the Channel 20 Studio, on December 9, 2008, the Santa Clarita City Council directed the City Manager to initiate efforts with community stakeholders to work towards the creation of a Joint Powers Authority (JPA) to collaborate and economically support Channel 20; WHEREAS, in January 2009 representatives of the City of Santa Clarita ("City") approached the Santa Clarita Community College District ("Community College District") and William S. Hart Union High School District ("Hart District") came together to form a Community Committee with the goal of developing a community-based approach for funding the continued operations of Channel 20; WHEREAS, the development of a proposed Santa Clarity Television Joint Powers Authority represents the preferred approach for multiple local public, agencies to pool their financial and/or in-kind resources to fund operational and staffing -,costs associated with Channel 20; . WHEREAS, the formation of a Joint Powers Authority would create' a separate public entity possessing full authority for the purposes of exercising the common powers of the Members relating to community public television; WHEREAS, during the course of several months, representatives of the City, Community College District, and Hart District have worked towards the development of a proposed Joint Powers Authority to manage and fund Channel 20; WHEREAS, the Santa Clarita City Council finds that contributions to the Joint Powers Authority created to manage and fund Channel 20 is in the best interest of the City and will be a benefit to the public welfare; and WHEREAS, representatives of the Community College District and Hart District have verbally expressed their desire to support and will recommend that their respective Governing Boards formally consider approval of the proposed Santa Clarita Television Joint Powers Authority between all respective agencies. NOW, THEREFORE, the City Council of the City of Santa Clarita does hereby resolve as follows: SECTION 1. All of the above recitals are true, correct, and incorporated herein as if set forth in full. SECTION 2. That the City of Santa Clarita hereby approves the execution of the Agreement attached hereto as Exhibit A and incorporated herein by this reference. SECTION 3. The Mayor, City Manager, or their designee is hereby authorized to sign the Joint Powers Authority Agreement, on behalf of the City of Santa Clarita. SECTION 4. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED AND ADOPTED this 14th day of July, 2009. MAYOR ATTEST: ate_ CITY CLERK " s 2 1 1 1 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) I, Sharon L. Dawson, MMC, City Clerk of the City of Santa Clarita, do hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the 14th day of July, 2009, by the following vote: AYES: COUNCILMEMBERS: McLean, Ender, Kellar, Weste, Ferry NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None 1 CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) CERTIFICATION OF CITY COUNCIL RESOLUTION I, Sharon L. Dawson, City Clerk of the City of Santa Clarita, do hereby certify that this is a true and correct copy of the original Resolution No. 09-69, adopted by the City Council of the City of Santa Clarita, California on July 14, 2009, which is now on file in my office. Witness my hand and seal of the City of Santa Clarita, California, this _ day of , 20_. Sharon L. Dawson, MMC City Clerk By Susan Caputo, CMC Deputy City Clerk 1 1 1 LA #4849-8390-2980 v I Exhibit A JOINT POWERS AGREEMENT PUBLIC CABLE TELEVISION AUTHORITY SANTA CLARITA PUBLIC TELEVISION AUTHORITY (Updated as of July 8, 2009) TABLE OF CONTENTS Sections: 1. Purpose 2, Definitions 3. Creation of Agency 4. Term 5. Powers 6. Board of Directors 7. Meetings of Board Directors 8. Officers 9. Contributions and Revenues 10. Liability, Contribution, Indemnity and Defense 11. Termination of Agreement and Dissolution of SCPTA; and Disposition of Property and Funds 12. Additional Members 13. Withdrawal and Involuntary Termination of Membership 14. Accounts and Reports 15. Insurance 16. Severability 17. Successors and Assigns; Amendments 18. Notices 19. Execution and Counterparts 20. Provision of Advisory and Consulting Services 21. Entire Agreement 1 2 LA #4849-8390-2980 vl 1 JOINT POWERS AGREEMENT PUBLIC CABLE TELEVISION AUTHORITY SANTA CLARITA PUBLIC TELEVISION AUTHORITY THIS JOINT POWERS AGREEMENT — PUBLIC CABLE TELEVISION AUTHORITY ("Agreement"), dated for convenience as of July 1, 2009, by and among the City of Santa Clarita ("City"); the William S. Hart Union High School District ("District); and Santa Clarita Community College District ("College"), each created pursuant to the Constitution and laws of the State of California, and collectively referred to as "Members" and individually as "Member". WITNESETH: WHEREAS, the Members are hereby entering into an agreement entitled "Joint Powers Agreement — Public Cable Television Authority," dated as of July 1, 2009, to create the "Santa Clarita Public Television Authority" ("SCPTA"); and WHEREAS, the Members desire to enter into an agreement which creates in existence a separate public entity pursuant to the provisions of the Joint Exercise of Powers Act (Government Code section 6500 et seq.) 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 Members, 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 authority for the purposes of exercising the common powers of the Members relating to community public television ("Public Television"). Such common powers include, but are not limited to, administering contracts to oversee the management of public television, renewing contracts to oversee the management of public television, administering channel(s) allocated for Public Television including city, school, public safety, special district, or community uses, appearing before or communicating with administrative or legislative (including local, school district, and special district) bodies, to finance, manage, and operate a community public television channel and all other necessary and incidental powers with respect to Public Television and the services provided on or through community public television. This Agreement is also made for the purpose of providing a forum for public, educational, and governmental television programs by the Members and by individuals and organizations in the community. 3 LA #4849-8390-2980 v 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 SCPTA 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 public agency located in the State of California and each of which has executed this Agreement; and (ii) a public agency located in the State of California, which shall have met the requirements of Section 12 hereof. 2.3 Public Cable Television Authority The term "Santa Clarita Public Television Authority" or "SCPTA" 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 "Santa Clarita Public Television Authority" which shall be a public entity separate and apart from the Members and shall administer this Agreement. The SCPTA shall be governed pursuant to this Agreement and any amendments hereto, and such Bylaws and amendments thereto as the Board of Directors may adopt. SECTION 4: TERM 4.1 This Agreement shall become effective as of July 1, 2009, and, subject to the provisions of Sections 11 and 13 hereof, shall continue in full force until June 30, 2014. 4.2 Upon expiration of the term of this Agreement, this Agreement shall automatically renew for one-year renewals at the conclusion of each subsequent year, unless the Board of Directors determines by unanimous vote to dissolve the SCPTA and this Agreement is terminated pursuant to Section 11. SECTION 5: POWERS The SCPTA 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. The City of Santa Clarita shall be the party to which the SCPTA's exercise of powers shall be subject pursuant to California Government Code section 6509. Accordingly, the powers of the SCPTA shall be subject to the restrictions upon the manner of exercising the powers of the City of Santa 4 LA #4849-8390-2980 v 1 Clarita. In accordance with this section, the SCPTA 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: 5.1 Subject to Section 5.13, to plan, develop, finance, acquire, construct, manage, maintain, and/or operate community public television channel 20 and, subject to approval of the Board of Directors, other future additional channels that may be programmed, and all real 'or personal property, tangible or intangible, necessary or incidental thereto. 5.2 Subject to Section 5.13, to award, grant, or renew contracts to oversee the management of Public Television thereof. 5.3 To conduct and perform research (including public surveys) with respect to Public Television, 5.4 To appear before and communicate with administrative and legislative bodies (including state, local, school district, and special district) with respect to Public Television. 5.5 Subject to Section 5.13, 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 Subject to Section 5.13, to employ agents and employees. 5.7 Subject to Section 5.13, to incur bond debts and similar 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 Subject to section 5.13, to exercise any other power permitted by the Joint Powers Act. 5.10 To establish a budget and authorize expenditures therefrom. Such budget shall be proposed and adopted by the Board of Directors each Fiscal Year and govern the operations of the SCPTA during the Fiscal Year, unless and until it is otherwise amended by the Board of Directors. 5.11 To provide advisory and consultation services, upon written request of the Member, in relation to such subject areas as financing, managing, and operating a community public television channel and all other necessary and incidental powers with respect to Public Television and the services provided on or through community public television. 5.12 Adopt bylaws, rules, regulations, policies, and/or procedures governing the operation of SCPTA. 5.13 Upon approval by two-thirds of the Board of Directors, the SCPTA shall have the powers to: (a) issue revenue bonds and incur other similar debts, liabilities, or obligations that do not constitute a debt, liability, or obligation of any member and in accordance with the 5 LA #4849-8390-2980 v provisions of the Joint Powers Act, (b) enter into contracts or other transactions to obtain funds where the SCPTA will be required to make repayment and the total amount of the funds to be obtained in a contract or transaction exceeds $10,000, or (c) enter into contracts or other transaction to procure goods and services where the total amount required to be paid by the SCPTA under a contract or transaction exceeds $10,000. The Board of Directors may delegate (with the Board of Directors retaining the powers to approve or ratify the contracts and transactions), any or all of its powers to an individual, entity, or executive committee that is determined qualified and responsible to enter into contracts or other transactions to: (a) obtain or secure funds where the SCPTA will be required to make repayment and the total amount of the funds to be obtained in a contract or transaction is $10,000 or less, or (b) procure goods and services where the total amount required to be paid by the SCPTA under a contract or transaction is $10,000 or less, SECTION 6: BOARD OF DIRECTORS 6.1 The SCPTA shall be administered by a governing board (the "Board of Directors"), which shall consist of one (1) Director representing each Member. The Director representing each Member shall be the Chief Appointed Officer (CAO) of such Member or an employee of the Member designated by the CAO, provided, however, that when such Director no longer serves as the CAO or employee of the appointing Member, as the case may be, such Director will be deemed to no longer be a Director. A Member shall have the right to replace or change its designated representative to the Board of Directors upon providing written notice to the Secretary of the SCPTA. 6.2 The Board of Directors shall have the responsibility for the general management of the affairs, property, and business of the SCPTA, and may adopt and modify from time to time such Bylaws 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 SCPTA insofar as not to be inconsistent with law or this Agreement. 6.3 The Board of Directors shall serve without compensation and may be reimbursed by the SCPTA for reasonable expenses related to the discharge of their responsibilities. 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 Fiscal 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 provided to each Member. 6 LA #4849-8390-2980 v] 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. 7.3 Legal Notice All meetings of the Board of Directors shall be held subject to the provisions of the Ralph M. Brown Act requiring notice of meetings of public bodies to be given in the manner provided in such law, 7.4 Minutes The Secretary of the SCPTA 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. 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, one Director who is present may adjourn the meeting, and except as specifically provided otherwise in this Agreement. 7.6 Voting Each Director shall have one vote on all matters calling for a vote. When a quorum is present at a meeting of the Board of Directors, the vote of the Directors, each of whom must be in physical attendance or present at a meeting as may be authorized by the Bylaws, 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 or where this Agreement specifically provides otherwise, the vote of a majority of the Directors present, whether in physical attendance or as may be authorized by the bylaws, at a meeting 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. The Secretary may, but need not be selected from among the Directors. Unless otherwise decided by the Board of Directors, the Treasurer/Auditor shall be the Treasurer of the City of Santa Clarita. In the event the Chairman, Vice Chairman, and/or Secretary so elected or appointed ceases 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 or her absence the Vice Chairman, shall preside at and conduct all meetings of the Board of Directors. 7 LA #4849-8390-2980 v I 8.2 The Treasurer/Auditor (i) shall oversee and manage all SCPTA revenues, (ii) draw warrants to pay demands against SCPTA and present such warrants to the Board of Directors for approval, and (iii) have the other powers, duties, and responsibilities of such office as specified in Section 6505.5 of the Government Code of the State of California, as may be amended from time to time. 8.3 From time to time, the Board of Directors may designate the Treasurer/Auditor and/or other officers as the public officers or persons who have charge of, handle, or have access to any property of SCPTA, and the respective amounts of the official bonds of such officers pursuant to Government Code section 6505.1. In the event that any officer of SCPTA is required to be bonded pursuant to this section, such bond, unless otherwise required by law or the Board of Directors, may be maintained as a part of or in conjunction with any other bond maintained on such officer by a Member, it being the intent of this section not to require duplicate or overlapping bonding requirements _ from .those _ bonding_ requirements -which- _ are otherwise applicable to the Members. If separate bonds are required to be procured and maintained by an officer pursuant to this section, the SCPTA shall pay the premiums associated with such bonds. 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 Bylaws of SCPTA. The Treasurer/Auditor shall have such powers, duties, and responsibilities as are provided herein, by law, or the Bylaws of the SCPTA provided that such Bylaws are not inconsistent with this Agreement. 8.5 The Board of Directors shall have the power to appoint, or subject to Section 5.13 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 and that are not inconsistent with the provisions of this Agreement. 8.6 The Board of Directors shall have the power to appoint, or subject to Section 5.13 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 and that are not inconsistent with the provisions of this Agreement. SECTION 9: CONTRIBUTIONS AND REVENUES 9.1 In accordance with Section 6504 of the Government Code of the State of California, as may be amended from time to time, the Member may, but shall not be required (except the services, as provided herein, of the Director representing the Member on the Board of Directors), to make any contributions to the SCPTA whether such contributions are of money, facilities, furnishings, equipment, supplies, or other items or services, that may be necessary for the maintenance and operation of the SCPTA. Any such contribution by the Members shall be identified and written notice thereof provided to the Treasurer of the'SCPTA by July 1 or such other date as may be designated by the Board of Directors. The City of Santa Clarita agrees it shall provide, at its cost and expense and pursuant to leases with the SCPTA, the facilities to accommodate Public Television and any equipment necessary to operate Public Television. 8 LA #4849-8390-2980 v 1 9.2 Revenues, grants, and other income generated by the SCPTA through the management and operation of Public Television will be invested, as determined by the Board of Directors, by the SCPTA to fund Public Television management and operations. 9.3 For the purpose of exercising its powers and affecting the purposes of this Agreement and subject to Section 5.13, SCPTA may undertake any method of financing presently authorized or which may be authorized in the future, under the provisions of the Government Code or other laws of the State of California. SECTION 10: LIABILITY, CONTRIBUTION, INDEMNITY AND DEFENSE 10.1 Pursuant to Section 6508.1 of the Government Code of the State of California, neither SCPTA nor the Board of Directors shall have the power or authority to bind the Members or_any of them, to any debt, liability, or obligation, and no debt, liability, or obligation of SCPTA shall be a debt, liability, or obligation of the Members or any of them, 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. In the case of any injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement as set forth in Government Code section 895.2, this Section 10 and Division 3.6 of the California Government Code (commencing with Section 810) shall control. If there is a conflict between any provisions of Division 3.6 and any provisions of this Agreement, the provisions of this Agreement shall control unless the provisions of Division 3.6 cannot be changed by this Agreement. No act or omission of the SCPTA or the Board of Directors shall be attributable to the Members or any of them. 10.2 The SCPTA shall, to the fullest extent permitted by law and in proportion to its respective liability, indemnify, defend, and hold harmless the Members and each of them and their respective governing bodies and members thereof, officers, employees, and agents from and against any claims, suits, and liability caused by, the SCPTA and/or the SCPTA's Board of Directors and members thereof, officers, employees, or agents in the performance of this Agreement. Each Member ("Indemnifying Member") shall, to the fullest extent permitted by law and in proportion to the Indemnifying Member's respective liability, indemnify, defend, and hold harmless other Members and the SCPTA, and each of them and their respective governing bodies and members thereof, officers, employees, and agents from and against any claims, suits, and liability caused by the Indemnifying Member and/or the Indemnifying Member's governing body and members thereof, officers, employees, or agents in the performance of this Agreement. It is the express intent of this Section 10.2 that where the SCPTA and Members are jointly or severally and jointly liable, each party's obligation herein to the other party shall only be in proportion to its liability. Each party is solely liable for any claims, suits, and liability, including payment of any judgment and attorney's fees and costs, caused solely by that party and/or its governing body and members thereof, officers, employees, or agents. SECTION 11: TERMINATION OF AGREEMENT AND DISSOLUTION OF SCPTA; DISPOSITION OF PROPERTY AND FUNDS 11.1 Upon two-thirds (2/3) of the votes of the Members cast in favor of termination, this Agreement shall be terminated and the SCPTA dissolved. The foregoing shall not be 9 LA #4849-8390-2980 0 construed as limiting a Member's right to withdraw its membership in the SCPTA and thus terminate this Agreement as to that Member. Should the Members withdraw their membership in the SCPTA and as parties to this Agreement, leaving no Member or only one Member, this Agreement shall be deemed terminated and the SCPTA deemed dissolved. 11.2 In the event of dissolution of the SCPTA or termination of this Agreement as provided in Section 11.1 above or under applicable laws, the SCPTA shall continue to exist only for such time as it is necessary to dispose of all claims and obligations, distribute assets, and perform other functions necessary to conclude the affairs of the SCPTA. 11.3 Upon termination of this Agreement and dissolution of the SCPTA, whether pursuant to Section 11.1 above or under applicable laws, any money or assets owned by the SCPTA that have not been expended, and any real property or other personal property of the SCPTA, following a discharge of all of the SCPTA's obligations, liabilities, costs, expenses, and charges, shall be disposed of by the Board of Directors for the purpose of continuing the operation of the Television Station or, if the Television Station will not continue to operate, for other public purposes as determined by the Board of Directors. In no event, however, shall any equipment leased or otherwise contributed, except where contributed pursuant to Section 9.1, by City be disposed to any party other than City. SECTION 12: ADDITIONAL MEMBERS 12.1 Any public agency, located in the State of California, and authorized by law or charter to engage in the purposes described in this Agreement, may become a Member upon meeting the following conditions: (A) The agency shall file with the Board of Directors a certified copy of a resolution of its governing body whereby the agency (i)• agreed to the provisions of this Agreement and (ii) requests to become a Member. (B) No such agency shall become a Member until (i) its membership is approved at a -regular or special meeting of the Board of Directors by unanimous vote of all Directors who are present, whether in person or by other authorized manner, at the meeting. (C) Following the Board of Directors' determination and approval of the agency's membership in the SCPTA, the agency shall provide the SCPTA with: (i) an executed copy of this Agreement, (ii) a resolution formally adopted by the agency's governing body approving this Agreement and agreeing to be subject to this Agreement, and (iii) satisfaction of any terms and conditions as may be established by the Board of Directors in the Bylaws. Upon completion of the foregoing, the agency shall become a Member for all purposes of this Agreement. 12.2 Each Member acknowledges that parties to this Agreement and membership in the SCPTA may change by the addition and/or withdrawal or termination of one or more Members. The Members agree to participate in, and be a party to, the SCPTA with such other 10 LA #4849-8390-2980 v] 1 Members as may later be added pursuant to the requirements and procedure provided herein and in the Bylaws. The Members also agree that the withdrawal or termination of a Member shall not affect the remaining Members' obligations under this Agreement. SECTION 13: WITHDRAWAL AND INVOLUNTARY TERMINATION OF MEMBERSHIP 13.1 Any Member may withdraw from SCPTA by filing with the Secretary of the Board of Directors a certified copy of a resolution of its governing body expressing the Member's intent to so withdraw. The certified resolution shall be filed with the Secretary of the Board of Directors at least 180 days before the effective date of withdrawal of membership. Upon compliance with these conditions, the withdrawing Member, on the effective date of withdrawal of membership, shall no longer be considered a Member for any reason or purpose under this Agreement and, except as provided in Sections 13.3, 13.4, and 13.5, its rights and obligations under this Agreement shall terminate. Notwithstanding the foregoing, upon a Member's dissolution, the Member shall be deemed to have withdrawn from the SCPTA as of the effective date of the dissolution or such earlier date as the SCPTA and the Member may mutually agree upon. 13.2 A Member may be involuntarily terminated from the SCPTA and as a party to this Agreement upon a two-thirds (2/3) vote of all Directors. Grounds for involuntary termination from the SCPTA include, but are not limited to: (i) a Member's failure or refusal to comply with this Agreement, the Bylaws, or any amendments to this Agreement or the Bylaws; or (ii) any other reason, which in the judgment of two-thirds (2/3) of all Directors, threatens the integrity or financial stability of the SCPTA. Before any vote by the Board of Directors to terminate a Member's membership in SCPTA, a written notice of the proposed termination and the reason(s) for such termination shall be served upon the affected Member at least 45 days before the vote is to be taken. The affected Member may request an opportunity, before the Board of Directors votes regarding the termination of its membership, to discuss the proposed termination at a Board of Directors meeting. Unless otherwise specified by the Board of Directors, an involuntary termination shall be effective at the end of the month in which the vote to terminate is made. 13.3 A Member that is withdrawing or whose membership is being terminated agrees to execute and deliver all further instruments and documents, and take any further action, that may be reasonably necessary, as determined by the Board of Directors, to effectuate the orderly withdrawal or termination of membership of such Member from the SCPTA. 13.4 Upon any withdrawal of a Member, the following shall apply: (a) Except as provided in this Section 13.4, the Member shall remain responsible and liable for any claims, demands, damages, or liability that occurs on or before the effective date of its withdrawal of membership from the SCPTA or that arises from the Member's membership in the SCPTA. 11 LA #4849-8390-2980 v I (b) A Member shall not be responsible or liable for any claim, demand, damage, or liability that occurs or arises after the effective date of its withdrawal of membership from the SCPTA. (c) A Member shall have no obligation to provide in-kind contribution of services, equipment, supplies, or other goods as of the effective date of the Member's withdrawal from SCPTA. (d) A Member shall not be entitled to any return of monetary or in-kind contributions that the Member has paid to the SCPTA. (e) A Member shall be obligated to pay to the SCPTA any monetary contributions that the Member's governing body has approved for allocation to the SCPTA during the current Fiscal Year but that have not been paid to the SCPTA as of the effective date of its withdrawal of its membership. (f) Shall not be entitled to any revenues, incomes, or other assets of the JPA. 13.5 Upon the effective date of the involuntary termination, the terminated Member shall have no obligation to continue to provide any contribution, whether in-kind or monetary, and shall not be entitled to any share of the revenues, incomes, and assets of the JPA. Upon any involuntary termination of a member the following shall apply: (a) Except as provided in this Section 13.4, the terminated Member shall remain responsible and liable for any claims, demands, damages, or liability that occurs on or before the effective date of its termination of membership from the SCPTA or that arises from the Member's membership in the SCPTA. (b) A terminated Member shall not be responsible or liable for any claim, demand, damage, or liability that occurs or arises after the effective date of its terminated membership from the SCPTA. (c) A terminated Member involuntarily removed from the SCPTA shall not be entitled to any return of monetary or in-kind contributions that the terminated Member has paid to the SCPTA. SECTION 14: ACCOUNTS AND REPORTS 14.1 There shall be strict accountability of all SCPTA funds and reporting of all receipts and disbursements in accordance with California Government Code Section 6505(a). SCPTA shall establish and maintain such funds and accounts as may be required by good accounting practice. The books and records of SCPTA shall be open to inspection at all reasonable times to each Member and its duly authorized representatives. SCPTA, 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 Members. The records shall be 12 LA #4849-8390-2980 vl 1 1 provided to Members who were terminated or withdrew from the SCPTA during the previous Fiscal Year. 14.2 The Board of Directors shall cause an annual audit of the accounts and records of SCPTA to be made by a certified public accountant or public accountant, all in accordance with, and at the time or times required by law in accordance with California Government Code Section 6505(b). The costs of the audit shall be borne by SCPTA. When an audit is made by a certified public accountant or public accountant, a report thereof shall be filed as public records of SCPTA with each of the Members and with the County Auditor of the County of Los Angeles. The report shall also be sent to any person or entity that submits a written request for a copy of the audit with SCPTA. The report shall be filed within twelve (12) months of the end of the Fiscal Year or Years under examination. 14.3 The Board of Directors may upon a unanimous vote, authorize that SCPTA shall perform a biennial audit as opposed to an annual audit pursuant to California Government Code Section 6505(f). SECTION 15: INSURANCE 15.1 SCPTA will procure and maintain at least the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below and meeting the requirements of this Section 15: Type of Insurance • Commercial general liability • Business automobile liability • Broadcast liability • Workers compensation Limits $1,000,000 per occurrence $1,000,000 combined single limit $10,000,000 combined single limit Statutory requirement 15.2 Unless otherwise approved by the Board of Directors, commercial general liability insurance will meet or exceed the requirements of ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will have, at a minimum, the limits stated above for bodily injury, personal injury, and property damage for the policy coverage. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction of coverage except upon thirty (30) days' prior written notice to the Members. 15.3 Unless otherwise approved by the Board of Directors, automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto). 15.4 SCPTA shall furnish to Members Certificates of Insurance or other documents evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by SCPTA from time to time. Unless otherwise approved by the Board of Directors, 13 LA #14849-8390-2980 vl insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A: VII." Certificate(s) must reflect that the insurer will provide thirty- (30) day notice of any cancellation or reduction of coverage. SCPTA will require its insurer to modify by endorsement such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation and to delete the word "endeavor" with regard to any notice provisions. 15.5 Should SCPTA's insurance as required in this Agreement be cancelled or reduced in coverage at any point prior to 'expiration of the policy, SCPTA must notify the Members within 24 hours of receipt of the notice of cancellation or reduction in coverage. Furthermore, SCPTA must obtain replacement coverage that meets all of the requirements of this Section 15 within 10 days of the prior insurer's issuance of the notice of cancellation or reduction in coverage. SCPTA must ensure there is no lapse in coverage. SCPTA shall provide the Members with written documentation evidencing renewal of the above required insurance before expiration of the insurance. SECTION 16: 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, 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 severable from all other provisions of this Agreement. SECTION 17: NON -ASSIGNMENT; AMENDMENTS This Agreement shall be binding upon and shall inure to the benefit of the Members . No Member may assign any right or obligation hereunder without the written consent of the SCPTA and all other Members. 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 18: NOTICES 18.1 Any notice, demand, or request, excluding meeting agendas and minutes and communications to Directors, 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: If to SCPTA: LA #4849-8390-2980 vi TBD TBD Attention: TBD 14 1 1 1 If to the Member(s): Kenneth R. Pulskamp, City Manager City of Santa Clarita 23920 Valencia Boulevard Santa Clarita, CA 91355 Jamie Castellanos, Superintendent William S. Hart Union High School District 21515 Centre Pointe Parkway Santa Clarita, CA 91350 Dianne Van Hook, Chancellor Santa Clarita Community College District 26455 Rockwell Canyon Road Santa Clarita, CA 91355 18.2 A Member may, at any time, by written notice to each other Member and SCPTA, designate different or additional persons or different addresses for giving of notices, demands, or requests to it hereunder. 18.3 SCPTA 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 19: 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 20: PROVISION OF ADVISORY AND CONSULTING SERVICES 20.1 SCPTA and its employees, agents, consultants, and advisors, may provide advisory and/or consultation services to Members in relation to those subjects specified in Section 5.11 upon approval of the Board of Directors. 20.2 Prior to the provision of any advisory and/or consultation services to any Member, the Member shall submit a written request to the SCPTA specifying the nature of the requested services. The provision of advisory and/or, consultation services shall be approved by the Board of Directors subject to the negotiation and approval of an appropriate reimbursement agreement between the SCPTA and the Member specifying the cost of said services and the method of reimbursement payment. 15 LA #14849-8390-2980 vl SECTION 21: ENTIRE AGREEMENT This Agreement constitutes the entire agreement and understanding between the Members and is a complete and exclusive statement of the terms of the Members' agreement pursuant to Code of Civil Procedure section 1856. [SIGNATURES ON SEPARATE PAGE] 7 1 16 LA #4849-8390-2980 vl 1 1 1 8619.2 SA510-047 LA #4849-8390-2980 v 1 17 CITY OF SANTA CLARITA Print name: Title: WILLIAM S. HART UNION HIGH SCHOOL DISTRICT By: Print name: Title: SANTA CLARITA COMMUNITY COLLEGE DISTRICT By: Print name: Title: