§ 90-93. Agreement of formation.

The cable television commission shall be deemed to be created upon execution by each member thereof of an agreement of formation. Enactment of this article constitutes approval by the governing bodies of the county and cities of the terms of the agreement of formation.

The chairperson of the governing body of the county and mayor of the municipality of Sacramento shall execute the following agreement of formation on the date of selection of the franchisee for the initial CATV franchise pursuant to the provisions of section 90-126 in division 3. The mayors of any of the municipalities of Folsom, Isleton or Galt which have enacted this article, shall execute the agreement of formation 31 calendar days following the date of selection of the franchisee for the initial CATV franchise pursuant to the provisions of section 90-126 in division 3, unless the governing body of that municipality has adopted a resolution making the selection inapplicable to that municipality pursuant to the provisions of section 90-127 in division 3.

AGREEMENT OF FORMATION
SACRAMENTO METROPOLITAN CABLE TELEVISION COMMISSION

THIS AGREEMENT is made and entered into pursuant to the provisions of Government Code § 6500 et seq. of the State of California by and between the County of Sacramento, herein referred to as "County"; and the City of Sacramento and municipalities of Folsom, Isleton and Galt, herein referred to as "Cities"; who do hereby mutually agree as follows:

1.

Establishment. There is hereby created an organization known and denominated as the Sacramento Metropolitan Cable Television Commission, which shall be a public entity, separate and apart from the County and Cities. The Sacramento Metropolitan Cable Television Commission (hereinafter referred to as "Commission") shall be governed by the terms of this Agreement, the terms of an ordinance enacted by each agency which enters into this Agreement which is entitled "Cable Television Ordinance", and is hereinafter referred to as the "Ordinance", and by such rules as are duly passed and adopted by the Board of Directors of the Commission.

Notwithstanding the provisions of the introductory paragraph of this Agreement, it is specifically contemplated that each of the Municipalities of Folsom, Isleton and Galt may or may not execute this Agreement and participate in the formation of and become members of the Commission. Therefore, the Commission shall be formed by, as members, the County, the Municipality of Sacramento, and so many of the other Municipalities as approve and execute this Agreement. If neither Folsom, Isleton nor Galt approve and execute this Agreement, the Agreement shall be deemed to have been entered into and the Commission formed by, as members, the County and Municipality of Sacramento.

2.

Board of Directors. The Commission shall be governed by and the powers of the Commission vested in a Board of Directors. The number of members of the Board of Directors, composition thereof, and tenure of Directors shall be prescribed by Sub-Chapter 2 of the Ordinance.

a.

Meetings of the Board of Directors and or such advisory or other committees as the Board may appoint, shall be governed by the provisions of the Ralph M. Brown Act (Government Code § 54950 et seq.). The Board of Directors shall establish a time and place for its regular meetings, which shall be held not less frequently than once per year.

b.

A majority of the members of the Board of Directors shall constitute a quorum for the purpose of transacting business.

c.

No action taken by the Board of Directors shall be effective except by duly adopted motion receiving the votes of a majority of the Directors of the Board.

d.

The Board of Directors shall annually elect its Chairperson.

e.

The Clerk of the Board of Supervisors of the County shall serve as Secretary to the Board of Directors, shall be responsible for recordation of the official actions by the Board, and shall be the official custodian of all records of the Board of Directors.

The County may determine reasonable charges to be made against the Commission for the services of the Clerk and the Commission shall pay such charges.

3.

Powers. The Board of Directors of the Commission shall be vested with the following powers:

a.

To employ in the name of the Commission an Executive Director and such other personnel as the Board of Directors deems appropriate. The Executive Director shall be appointed by and serve at the pleasure of the Board of Directors.

b.

To make and enter into contracts in the name of the Commission as authorized by or in order to carry out the objects or purposes of this Agreement or the Ordinance, including, but not limited to, contracts with the County providing for provision by County personnel of services for the Commission and reimbursement of the County by the Commission of the costs thereof.

c.

To acquire in the name of the Commission[,] take title to, hold and dispose of real and personal property.

d.

To incur in the name of the Commission debts, liabilities and obligations, which shall not constitute debts, obligations or liabilities of any of the member agencies.

e.

To accept in the name of the Commission grants, gifts and donations in the public interest to carry out the purposes and functions of the Commission;

f.

To establish and provide for the payment of reasonable compensation to its members or their personal representatives for performance of the duties of office; and

g.

To exercise such other powers as are expressly conferred by the provisions of this Agreement or the Ordinance.

The Board of Directors shall also be authorized to sue in the name of the Commission. The Commission shall be subject to suit in its name.

4.

Limitations. Pursuant to the provisions of Government Code § 6509, the powers of the Commission are subject to the restrictions upon the manner of exercising such powers of one of the designated member agencies. For such purposes, the Municipality of Sacramento is hereby designated.

5.

Budget. Prior to July 1st of each fiscal year, the Board of Directors shall adopt a preliminary budget. Prior to September 1st of each fiscal year, said Board shall adopt a final budget.

6.

Payments. Not later than the first day of October of each year during the term of this Agreement, the Commission shall distribute to the County and Cities who are members of the Commission the difference between: (i) the revenue required to finance the costs to be incurred in accordance with the Commission's Budget (including a reserve for contingencies) for the fiscal year commencing on the preceding first day of August for the preceding fiscal year ending June 30. Notwithstanding the foregoing, the Commission shall distribute to said County and Cities not later than the first day of each October not less than 20 percent of the revenue from such franchise fees.

The franchise fees shall be paid to the County and Cities who are members of the Commission in the same proportion as the ratios which the population of the unincorporated area of the County and incorporated area of the Cities bear to the total population of the Sacramento Community, as disclosed by the Federal Decennial Census for 1980 during the period ending June 30, 1991, the Federal Decennial Census for 1990 during the Federal Decennial Census for 2000 during any period succeeding June 30, 2001.

Each distribution shall be accompanied by a statement by the Auditor of the Commission stating the amounts of all franchise fees received by the Commission for the distribution period, the dates of receipt, the amount of revenue required to finance the Commission Budget, and the population ratios upon which apportionment of the distribution is being made.

7.

Treasurer. The Treasurer of the County shall be the depository of funds of the Commission, and said Treasurer shall be the ex officio Treasurer of the Commission.

The Treasurer shall receive and have custody of and disburse Commission funds on the warrant of the Auditor and shall make disbursements authorized by this Agreement. The Treasurer shall invest Commission funds in accordance with the general law. All interest collected on Commission funds shall be accounted for and posted to the account of said funds.

The County may determine reasonable charges to be made against the Commission for the Services of the Treasurer, and the Commission shall pay such charges.

8.

Auditing. The Auditor of the County shall be the ex officio Auditor of the Commission, and shall draw warrants against the funds of the Commission when the demands are approved by the Executive Director or his designee. At the close of each fiscal year, as provided in Government Code § 6505, the Directors may contract with a public accountant or certified public accountant to make an audit of the accounts and report of the Commission.

The Auditor shall establish and maintain such funds and accounts as are deemed necessary to account for and report on receipts and disbursements. The Commission shall keep such additional records and accounts which are deemed necessary to account for and report on sources of funds, expenditures, grants and programs as may be required by good accounting practices. The books and records of the Commission shall be open to inspection at all reasonable times by representatives of the member agencies.

The County may determine reasonable charges to be made against the Commission for the services of the Auditor, and the Commission shall pay such charges.

9.

Term. Except as hereinafter provided, this Agreement shall terminate and the Commission shall be deemed dissolved on December 31, 2024.

The Commission shall review the status of the franchise and the status of state and federal law related to cable franchises no later than June 30, 2010 and shall make a recommendation to the member agencies on whether the Commission shall be dissolved prior to December 31, 2024. Nothing in this section shall preclude the Commission from making a recommendation regarding the continuation or early dissolution of the Commission either prior to or after June 2010.

10.

Disposition of Assets. Upon dissolution of the Commission, its assets shall be distributed to member agencies in the same proportion as distributions to member agencies have most recently been made pursuant to the provisions of Paragraph 6, above. Any real property owned by the Commission shall, in advance of dissolution, be conveyed by the Board of Directors to member agencies as tenants in common with proportional interests equal to the proportion of distributions most recently made pursuant to the provisions of said Paragraph 6.

11.

Debts. The debts, liabilities and obligations of the Commission shall not constitute any debts, liabilities or obligations either jointly or severally of the County of Sacramento, City of Sacramento or municipalities of Folsom, Isleton or Galt.

12.

Amendment. This Agreement may be amended by written contract approved by and executed in behalf of the Governing Bodies of each member agency. No Franchisee shall be deemed to either expressly or impliedly be a party to this Agreement, a third party beneficiary thereof, or to have any interest which precludes amendment of the terms of this Agreement in any manner in which the Governing Bodies of the member agencies, in their discretion, may mutually agree.

IN WITNESS HEREOF, the parties hereto have approved and executed this Agreement as follows.

(Ord. No. 97-12, § 2(5.50.112), 2-13-1997; Ord. No. 97-21, § 2, 12-10-1997; Ord. No. 2007-02, §§ 1, 2, 4-26-2007)