HomeMy WebLinkAbout2010-02-23 - RESOLUTIONS - JPA WSHUHSD (2)RESOLUTION NO. 10-10
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA CLARITA, CALIFORNIA, RESTATING AND AMENDING
THE JOINT POWERS AUTHORITY AGREEMENT BETWEEN THE CITY OF
SANTA CLARITA 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., Time Warner Cable discontinued its operation and funding of
Santa Clarita's Public, Educational and Government Studio referred to as Channel 20; and
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; and
WHEREAS, in January 2009 representatives of the City of Santa Clarita ("City") and the
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; and
WHEREAS, the Santa Clarita Television Joint Powers Authority represents the preferred
approach for multiple local public agencies to pool their financial and/orcin-kind resources to
fund operational and staffing costs associated with Channel 20; and
WHEREAS, the Joint Powers Authority creates a separate public entity possessing full
authority for the purposes of exercising the common powers of,the'Members relating to
community public television; and
WHEREAS, the Santa Clarita City Council finds that contributions to the Joint Powers
Authority created to manage and fund Channel 20 are in the best interest of the City and
represent a benefit to the public welfare; and
WHEREAS, on July 14, . 2009, the Santa Clarita City Council formally took action to
approve the Santa Clarita Television Joint Powers Authority between all respective agencies; and
WHEREAS, on August 21, 2009, the Hart District Governing Board formally took action
to approve the Santa Clarita Television Joint Powers Authority between all respective agencies;
and
WHEREAS, subsequent changes to the Joint Powers Authority membership originally
envisioned when the Agreement was approved by the Santa Clarita City Council and the Hart
District Governing Board requires subsequent action to approve the 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
amended 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 23rd day of February, 2010.
ATTEST:
CITY CLERK
I
1
1
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARITA )
I, Sarah P. Gorman, 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 23rd day of February, 2010, by the following vote:
AYES: COUNCILMEMBERS: Ender, Kellar, McLean, Weste
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Ferry
1
1
3
CITY CLERK
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARITA )
CERTIFICATION OF
CITY COUNCIL RESOLUTION
I, , City Clerk of the City of Santa Clarita, do hereby
certify that this is a true and correct copy of the original Resolution No. 10-10 adopted by the
City Council of the City .of Santa Clarita, California on February 23, 2010, which is now on file
in my office.
Witness my hand and seal of the City of Santa Clarita, California, this _ day of 2010.
City Clerk
By
Deputy City Clerk
L'
1
1
1
LA #4831-4858-0868 v i
Exhibit A
JOINT POWERS AGREEMENT
SANTA CLARITA PUBLIC TELEVISION AUTHORITY
(Updated as of February 4, 2010)
TABLE OF CONTENTS
Sections:
Page No.:
1
1.
Purpose...................................................................................................................1
2.
Definitions..............................................................................................................2
3.
Creation of Agency................................................................................................2
4.
Term.......................................................................................................................2
5.
Powers....................................................................................................................2
6.
Board of Directors..................................................................................................4
7.
Meetings of Board Directors..................................................................................4
8.
Officers..................................................................................................................5
9.
Contributions and Revenues..................................................................................6
10.
Liability, Contribution, Indemnity and Defense....................................................7
11.
Termination of Agreement and Dissolution of SCPTA;
and Disposition of Property and Funds..................................................................8
12.
Additional Members..............................................................................................8
13.
Withdrawal and Involuntary Termination of Membership....................................9
14.
Accounts and Reports..........................................................................................11
15.
Insurance.....................................................................................................:........11
16.
Severability..........................................................................................................12
17.
Non -Assignment; Amendments...........................................................................12.
.
18.
Notices.................................................................................................................12
19.
Execution of Counterparts...................................................................................13
20.
Provision of Advisory and Consulting Services..................................................13
21.
Entire Agreement.................................................................................................14
1
LA #4831-4858-0868 v 1 i
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") and the William S. Hart Union High School District ("District') each
created pursuant to the Constitution and laws of the State of California ("State"), 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 February 1, 2010, 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.) ("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 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 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 and 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 Public Television channel .and all other
necessary and incidental .powers with respect to Public Television and the services provided on
or through 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.
LA #4831-4858-0868 v1
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 by the
Board of Directors, as defined in Section 6, beginning July 1 through 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 and each of which has executed this Agreement; and (ii) a public
agency located in the State, 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 March 1, 2010, and, subject to the
provisions of Sections 11 and 13 hereof, shall continue in full force until June 30, 2015.
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 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
limited to and restricted by those granted to the City. 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:
LA #4831-4858-0868 v1 2
5.1 Subject to Section 5.13, to plan, develop, finance, acquire, construct, manage,
maintain, and/or operate SCVTV as available on Time Warner and AT&T U -Verse networks
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 bonded indebtedness 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 pursuant to, including but not limited to, the Marks -Roos
Local Bond Pooling Act of 1985 (Government Code Section 6584 et seq.) 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 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
LA #4831-4858-0868 vl 3
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.
5.14 All programming on the Public Television must comply with all federal, State,
and local laws, regulations and authorities addressing access or cablecast requirements,
including, but not limited to, Title 18, Section 1468 of the U.S. Code. If, in its sole and
unfettered discretion and subject to any applicable laws, the Board of Directors determines that
particular programming is not consistent with community standards as established by an advisory
committee or other committee to be formed by the Board of Directors, the SCPTA may choose
to not air that programming.
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 administrative officer of such Member or an
employee of the Member designated by the chief administrative officer, provided, however, that
when such Director no longer serves as the chief administrative officer 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 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).
i
LA #4831-4858-0868 vl 4
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.
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.
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. In the event the Chairman, Vice Chairman,
LA #4831-4858-0868 v1 5
and/or Secretary so elected or appointed ceases to be a Director (except in such situation where
the Secretary is not 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.
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
LA #4831-4858-0868 v1 6
(except for 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 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.
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 effecting 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.
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 when the SCPTA and Members are jointly or
severally and jointly liable, each party's obligation herein to the other party shall only be in
LA #4831-4858-0868 v1 7
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; AND 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
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 Channel or, if the Television Channel 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 laws 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) agrees 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 new agency's
membership in the SCPTA ("New Member"), the New Member shall provide the SCPTA
with: (i) an executed copy of this Agreement (that will be amended to show the New
Member as an Member of the SCPTA), (ii) a resolution formally adopted by the New
LA #4831-4858-0868 vl 8
1
Member'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 New Member 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
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. As founding members of the SCPTA, in no event shall City or District be subject to
involuntary termination.
LA #4831-4858-0868 v1 9
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 the effective date of 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.
(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 SCPTA.
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 SCPTA. Upon the
effective date of the involuntary termination of a Member, the following shall also apply:
(a) Except as provided in this Section 13.5, 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.
1
LA #4831-4858-0868 v1 10
(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
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 SCPTA to -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 Limits
• Commercial general liability $1,000,000 per occurrence
• Business automobile liability $1,000,000 combined single limit
• Broadcast liability $10,000,000 combined single limit
• Workers compensation 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.
LA #4831-4858-0868 v 11
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 tiizie "to -fime- Unless otherwise approved by -tlie Board of -Directors,
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.
1
LA #4831-4858-0868 v1 12
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: TBD
TBD
Attention: TBD
If to the Member(s): Kenneth R. Pulskamp, City Manager
City of Santa Clarita
23920 Valencia Boulevard
Santa Clarita, CA .91355
Jaime Castellanos, Superintendent
William S. Hart Union High School District
21515 Centre Pointe Parkway
Santa Clarita, CA 91350
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
LA #4831-4858-0868 v1 13
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.
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.
--[SIGNA-T-URES-ON SEPARATEPAGE]
1
1
LA #4831-4858-0868 vl 14
1
1
8619.2 SA510-047
LA #4831-4858-0868 v 1 15
CITY OF SANTA CLARITA
By:
Print name:
Title:
WILLIAM S. HART UNION HIGH SCHOOL
DISTRICT
By:
Print name:
Title: