HomeMy WebLinkAboutCC Resolution 9989 (Marin Telecommunications Agency Formation)RESOLUTION NO. 9 9 8 9
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF SAN RAFAEL APPROVING AGREEMENT OF
FORMATION OF MARIN TELECOMMUNICATIONS
AGENCY
THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES AS FOLLOWS:
WHEREAS, the City of San Rafael and a substantial majority of the Cities and Towns of
the County of Marin are desirous of entering into a joint powers agreement of formation of a Marin
Telecommunications Agency, the provisions of which are attached hereto as Exhibit "A"; and
WHEREAS, the City of San Rafael is in the process of adopting a Telecommunications
Ordinance, as Chapter 10.74 of the San Rafael Municipal Code, in connection with approval of the
Agreement.
NOW THEREFORE BE IT RESOLVED, that the Agreement of the Formation of a
Marin Telecommunications Agency, in the form attached hereto as Exhibit "A", is hereby approved
and the Mayor is hereby authorized to execute such Agreement, subject to the aforementioned
Telecommunications Ordinance becoming effective and operable as provided under Section
10.74.120 of such Ordinance.
The foregoing Resolution was duly and regularly introduced and adopted at a regular
meeting of the San Rafael City Council held on the 1" day of December, 1997, by the following
vote to wit:
AYES: Councilmembers: Cohen, Miller and Vice -Mayor Heller
NOES: Councilmembers: None
ABSENT: Councilmembers: Phillips
DISQUALIFIED:Councilmembers: Mayor Boro (due to POTENTIAL conflict of
interest)
J41 _E M LEONCINI, City Clerk
AGREEMENT OF FORMATION
MARIN TELECOMMUNICATIONS AGENCY
THIS AGREEMENT is made and entered into pursuant to the provisions of Section
6500 et seq. Of the Government Code of the State of California by and between the County of
Marin (herein referred to as "County") and the Cities of Belvedere, Larkspur, Mill Valley,
Novato, Sausalito and San Rafael, and the Towns of Corte Madera, Fairfax, Ross, San Anselmo
and Tiburon, (the foregoing Cities and Towns are herein collectively referred to as
"Municipalities" and the Constituent Jurisdictions are sometimes herein collectively referred to
as the "Constituent Jurisdictions") who do hereby mutually agree as follows:
1. Establishment. There is hereby created an organization known and denominated as the
MARIN TELECOMMUNICATIONS AGENCY, which shall be a public entity, separate and
apart from the Constituent Jurisdictions. The Marin Telecommunications Agency (hereinafter
referred to as "Agency") shall be governed by the terms of this Agreement, the terms of an
ordinance enacted by each Jurisdiction which enters into this Agreement which is entitled
"Telecommunications 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 Agency.
Notwithstanding the provisions of the introductory paragraph of this Agreement, it is
specifically contemplated that some of the Municipalities may not execute this Agreement and
participate in the formation of and become members of the Agency. Therefore, the Agency shall
be formed by, as members, the Constituent Jurisdictions, provided that all of such Constituent
Jurisdictions do so.
2. Board of Directors. The Agency shall be governed by and the powers of the Agency
vested in a Board of Directors, subject to its delegatory powers as set out in section 10.74.280 of
the Ordinance. The number of members of the Board of Directors, composition thereof, and
tenure of Directors shall be prescribed by section 10.74.220 of the Ordinance.
Meetings of the Board of Directors and of such advisory or other committees as the
Board may appoint, shall be governed by the provisions of the Ralph N. Brown Act (Government
Code Section 54950 et seq.). The Board of Directors shall establish a time and a place for its
regular meetings, which shall be held not less frequently than every six (6) months.
A meeting composed of at least six (6) members of the Board shall constitute a quorum
for the purpose of transacting business, and a majority of the quorum shall be necessary to
approve any action of the Board provided that notwithstanding the foregoing the following
actions shall require the approval of not less than six (6) members of the Board in recorded vote:
(1) the enactment of an ordinance, (2) the approval of a final budget, (3) the initiation of
litigation (not including the authorization of defense brought against the Agency and the
initiation of a cross-complaint), and (4) the creation or assumption of indebtedness.
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 then present.
T -.7T TTT7 TT 49 A »
The Board of Directors shall annually elect its Chairperson.
The Clerk of the Board of Supervisors of the County shall serve as Secretary to the Board
of Directors, unless the Board by resolution shall designate the Clerk of another Constituent
Jurisdiction to so serve, 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.
3. Powers. The Board of Directors of the Agency shall be vested with the following
powers:
To employ in the name of the Agency such staff as the Board of Directors deems
appropriate. Such staff shall be appointed by and serve at the pleasure of the Board of Directors.
To make and enter into contracts in the name of the Agency 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 any Constituent Jurisdiction providing for provision by personnel of
that Constituent Jurisdiction of services for the Agency and reimbursement of that Constituent
Jurisdiction by the Agency of the costs thereof,
To acquire in the name of the Agency, take title to, hold and dispose of real and personal
property;
To incur in the name of the Agency debts, liabilities and obligations, which shall not
constitute debts, obligations or liabilities of any of the member agencies;
To accept in the name of the Agency grants, gifts and donations in the public interest to
carry out the purposes and functions of the Agency; and
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 Agency. The
Agency shall be subject to suit in its name.
4. Limitations. Pursuant to the provisions of Government Code Section 6509, the powers
of the Agency are subject to the restrictions upon the manner of exercising such powers of one
(1) of the designated member agencies. For such purposes, the County of Marin is hereby
designated.
5. Budget. Prior to July 1st of each fiscal year, the Board of Directors shall adopt a final
budget.
6. Pavments.
A. Existine Franchises. As to Franchises in existence prior to the Effective Date of the
Ordinance which have been devolved upon the Agency pursuant to Sections 10.74.140
and 10.74.260 above, and which have not theretofore been renewed, extended or
otherwise materially amended, the Franchise Fees derived therefrom shall,
notwithstanding the assignment to the Agency, be paid to the Constituent Jurisdiction
which was the franchiser prior to the Effective Date and the Constituent Jurisdiction shall
thereupon be billed by the Agency for that Constituent Jurisdiction's allocable share of
the Agency's budget for the applicable period. The Agency's budget shall be allocated
among the Constituent Jurisdictions who are members of the Agency in the same
proportion as the ratios which the total number of Subscribers in each of the Constituent
Jurisdictions bear to the total number of Subscribers in the Constituent Jurisdictions
which are then members of the Agency, as disclosed by reports as to numbers of
Subscribers filed by said Cable Television Systems with the Agency. Such amounts
billed to the Constituent Jurisdiction shall be due and payable within thirty (30) days of
the billing date and shall be an enforceable contractual obligation of the Constituent
Jurisdiction to the Agency.
B. Aeencv Cable Franchises. As to Franchises for the provision of Cable Television
Services by Cable Television Systems which were granted by the Agency or renewed,
extended or otherwise materially amended by the Agency, the Net Franchise Fees (the
total franchise fees received by the Agency less the Agency's budget for the applicable
period and reasonable reserves) shall be paid to each of the Constituent Jurisdictions who
are members of the Agency in the same proportion as the ratios which the total number of
Subscribers in each of the Constituent Jurisdictions bear to the total number of
Subscribers in the Constituent Jurisdictions who are members of the Agency, as disclosed
by reports as to numbers of Subscribers filed by said Cable Television Systems with the
Agency.
C. Agencv Non -Cable Franchises (All Constituent Jurisdictions). As to Franchises which
were granted by the Agency or renewed, extended or otherwise materially amended by
the Agency, the Net Franchise Fees (the total franchise fees received by the Agency less
the Agency's budget for the applicable period and reasonable reserves) shall be paid to
the Constituent Jurisdictions who are members of the Agency in the same proportion as
the ratios which the population of the unincorporated area of the County and incorporated
area of the Municipalities bear to the total population of the Constituent Jurisdictions who
are members of the Agency, as disclosed by the Federal Decennial Census for 1990 for
the period ending June 30, 2001, the Federal Decennial Census for 2000 during the period
commencing July 1, 2001 and ending June 30, 2011, the Federal Decennial Census for
2010 during the period commencing July 1, 2011 and ending June 30, 2021, the Federal
Decennial Census for 2020 during any period after July 1, 2021.
D. Aeencv Non -Cable Franchises (Less than All Constituent Jurisdictions). As to Franchises
which were granted by the Agency and which substantially and directly affect less than
all of the Constituent Jurisdictions, the Net Franchise Fees (the total franchise fees
received by the Agency less the Agency's budget for the applicable period and reasonable
reserves) shall be paid to the affected Constituent Jurisdictions who are members of the
Agency in the same proportion as the ratios which the population of each affected
Constituent Jurisdiction bears to the total population of the affected Constituent
Jurisdictions who are members of the Agency, as disclosed by the Federal Decennial
Census for 1990 for the period ending June 30, 2001, the Federal Decennial Census for
2000 during the period commencing July 1, 2001 and ending June 30, 2011, the Federal
Decennial Census for 2010 during the period commencing July 1, 2011 and ending June
30, 2021, the Federal Decennial Census for 2020 during any period after July 1, 2021.
E. Allocation of Aeencv Budeet. For purposes of the foregoing calculations, the Agency's
budget for the applicable period and reasonable reserves shall be allocated as between
various types of Franchises in the relative proportions of the Franchise Fees derived
therefrom.
Each distribution shall be accompanied by a statement by the Auditor of the Agency
stating the amounts of all Franchise Fees received by the Agency for the distribution period, the
dates of receipt, the amount of revenue required to finance the Agency Budget, and the
population and/or subscriber 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 Agency,
and said Treasurer shall be the ex officio Treasurer of the Agency, unless the Board of Directors
shall act by resolution to appoint the Treasurer of another Constituent Jurisdiction or, to the
extent provided by law, a certified public accountant, to that position.
The Treasurer shall receive and have custody of and disburse Agency funds on the
warrant of the Auditor and shall make disbursements authorized by this Agreement. The
Treasurer shall invest Agency funds in accordance with the general law. All interest collected on
Agency funds shall be accounted for and posted to the account of said funds.
The County (or other Constituent Jurisdiction as applicable) may determine reasonable
charges to be made against the Agency for the services of the Treasurer, and the Agency shall
include such costs in its annual budget.
8. Auditing The Auditor of the County shall be the ex officio Auditor of the Agency, and
shall draw warrants against the funds of the Agency when the demands are approved by the
Executive Director or other designee of the Board, unless the Board of Directors shall act by
resolution to appoint some other person, as allowed by law, to that position. At the close of each
fiscal year, as provided in Government Code Section 6505, the Auditor shall make an audit. In
the alternative, the Board of Directors may contract with a certified public accountant to make an
audit of the accounts and reports of the Agency.
The Auditor shall establish and maintain such funds and accounts as are deemed
necessary to account for and report on receipts and disbursements. The Agency 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 Agency shall be open to inspection at all reasonable times by
representatives of the member agencies.
The County (or other Constituent Jurisdiction as applicable) may determine reasonable
charges to be made against the Agency for the services of the Auditor, and the Agency shall
include such costs in its annual budget.
9. Term. Except as otherwise provided herein, this Agreement shall terminate and the
Agency shall be deemed dissolved on December 31, 2027.
In the event that, at any time, the Board of Directors reasonably determines that it will no
longer receive Franchise Fees under any Franchise then existing or reasonably expected to
provide sufficient revenues to pay its costs of administration and yet make the required payments
to the Constituent Jurisdictions, this Agreement shall be deemed terminated and the Agency shall
be deemed dissolved on the date of that determination.
10. Disposition of Assets. Upon dissolution of the Agency, 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
Agency 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 Agency shall not constitute any debts,
liabilities or obligations either jointly or severally of the County or the Municipalities.
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.
13. Termination. Except as otherwise provided herein, this Agreement may only be
terminated by the enactment of an ordinance in identical form by a majority of the Constituent
Jurisdictions which are then members of the Agency specifying such termination, each such
ordinance adopted within no more than ninety (90) days of each other. Upon such action, the
Agency shall be deemed terminated and its assets disposed of pursuant to Paragraph 10 hereof.
14. Withdrawal. Any Constituent Jurisdiction may withdraw from membership in the
Agency upon notice in writing to the Agency and the other members of the Agency by the
enactment of an ordinance on or before May 1 of any year specifying that such withdrawal shall
become effective not earlier than the end of the next successive fiscal year, provided that the
withdrawal of any Constituent Jurisdictions from membership in the Agency (not resulting in the
termination of the Agency pursuant to Paragraph 13 above) during the initial term of any
Franchise issued pursuant to the provisions of this Chapter shall not operate to either divest the
Franchisee of its authority to install or provide services through its Telecommunications
Facilities within the area of the withdrawing Constituent Jurisdiction(s) or vest the withdrawing
Constituent Jurisdiction with any administrative or other authority whatsoever respecting
operations by the Franchisee under the Franchise. Notwithstanding the foregoing, a duly
appointed member of the governing body of a withdrawing jurisdiction may continue to
participate and vote in actions coming before the Agency after withdrawal which pertain solely
and exclusively to a Franchise in which a Franchisee has installed and is providing services
through at least a portion of its Telecommunications Facilities, which are located within the
jurisdiction of the withdrawing jurisdiction (such a Franchise hereinafter an "Affecting
Franchise"), provided that nothing in this sentence shall authorize the member appointed by the
withdrawing jurisdiction to participate or vote in any matters pertaining to or having an effect
upon more than a single Affecting Franchise. During such initial term, the Agency shall
continue to administer the provisions of this Chapter for the benefit of the inhabitants of a
Constituent Jurisdiction in the same manner as if the Constituent Jurisdiction had not withdrawn.
In the event that a Co'stituent Jurisdiction should give timely notice of withdrawal and that
withdrawal should beco a effective before a cable television franchise assigned to the Agency as
a part of its initial entry s ll have been renewed, extended or otherwise materially amended, the
Agency shall reassign sa'd franchise to the withdrawing entity, said entity shall resume
administration of said fran0ise and the Franchise Fees derived therefrom shall continue to be
paid to the Constituent Jurisction which was the franchiser prior to the Effective Date.
15. Reservation of Rights The provisions of this Agreement shall not be so construed as to
in any manner restrict or im air the power or authority of the Constituent Jurisdictions to
independently manage the sal, leasing, management, transfer and/or other disposition of
Telecommunications Facilities \owned by the Constituent Jurisdiction within their own
jurisdictional boundaries. Nothing in the foregoing sentence shall be construed to obviate the
necessity of a Franchise issued by the Agency in connection with the use of such
Telecommunications Facilities.
16. Counteruarts. This Agreement may be executed in counterpart.
IN WITNESS WHEREOF the parties have approved and executed this Agreement on
the day of , 199 , as follows.
CITY OF SAN RAFAEL ATTEST:
ALBERT J. BORO, Mayor JEANNE M. LEONCINI, City Clerk
APPROVED AS TO FORM:
G Y T. RAGGHIANTI, City Attorney
AGREEMENT OF FORMATION
MARIN TELECOMMUNICATIONS AGENCY
THIS AGREEMENT is made and entered into pursuant to the provisions of Section
6500 et seq. Of the Government Code of the State of California by and between the County of
Marin (herein referred to as "County") and the Cities of Belvedere, Larkspur, Mill Valley,
Novato, Sausalito and San Rafael, and the Towns of Corte Madera, Fairfax, Ross, San Anselmo
and Tiburon, (the foregoing Cities and Towns are herein collectively referred to as
"Municipalities" and the Constituent Jurisdictions are sometimes herein collectively referred to
as the "Constituent Jurisdictions') who do hereby mutually agree as follows:
1. Establishment., There is hereby created an organization known and denominated as the
MARIN TELECOMMUNICATIONS AGENCY, which shall be a public entity, separate and
apart from the Constituent Jurisdictions. The Marin Telecommunications Agency (hereinafter
referred to as "Agency") shall be governed by the terms of this Agreement, the terms of an
ordinance enacted by each Jurisdiction which enters into this Agreement which is entitled
"Telecommunications 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 Agency.
Notwithstanding the provisions of the introductory paragraph of this Agreement, it is
specifically contemplated that some of the Municipalities may not execute this Agreement and
participate in the formation of and become members of the Agency. Therefore, the Agency shall
be formed by, as members, the Constituent Jurisdictions, provided that all of such Constituent
Jurisdictions do so.
2. Board of Directors. The Agency shall be governed by and the powers of the Agency
vested in a Board of Directors, subject to its delegatory powers as set out in section 10.74.280 of
the Ordinance. The number of members of the Board of Directors, composition thereof, and
tenure of Directors shall be prescribed by section 10.74.220 of the Ordinance.
Meetings of the Board of Directors and of such advisory or other committees as the
Board may appoint, shall be governed by the provisions of the Ralph N. Brown Act (Government
Code Section 54950 et seq.). The Board of Directors shall establish a time and a place for its
regular meetings, which shall be held not less frequently than every six (6) months.
A meeting composed of at least six (6) members of the Board shall constitute a quorum
for the purpose of transacting business, and a majority of the quorum shall be necessary to
approve any action of the Board provided that notwithstanding the foregoing the following
actions shall require the approval of not less than six (6) members of the Board in recorded vote:
(1) the enactment of an ordinance, (2) the approval of a final budget, (3) the initiation of
litigation (not including the authorization of defense brought against the Agency and the
initiation of a cross-complaint), and (4) the creation or assumption of indebtedness.
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 then present.
notwithstanding the assignment to the Agency, be paid to the Constituent Jurisdiction
which was the franchiser prior to the Effective Date and the Constituent Jurisdiction shall
thereupon be billed by the Agency for that Constituent Jurisdiction's allocable share of
the Agency's budget for the applicable period. The Agency's budget shall be allocated
among the Constituent Jurisdictions who are members of the Agency in the same
proportion as the ratios which the total number of Subscribers in each of the Constituent
Jurisdictions bear to the total number of Subscribers in the Constituent Jurisdictions
which are then members of the Agency, as disclosed by reports as to numbers of
Subscribers filed by said Cable Television Systems with the Agency. Such amounts
billed to the Constituent Jurisdiction shall be due and payable within thirty (30) days of
the billing date and shall be an enforceable contractual obligation of the Constituent
Jurisdiction to the Agency.
B. Aaencv Cable Franchises. As to Franchises for the provision of Cable Television
Services by Cable Television Systems which were granted by the Agency or renewed,
extended or otherwise materially amended by the Agency, the Net Franchise Fees (the
total franchise fees received by the Agency less the Agency's budget for the applicable
period and reasonable reserves) shall be paid to each of the Constituent Jurisdictions who
are members of the Agency in the same proportion as the ratios which the total number of
Subscribers in each of the Constituent Jurisdictions bear to the total number of
Subscribers in the Constituent Jurisdictions who are members of the Agency, as disclosed
by reports as to numbers of Subscribers filed by said Cable Television Systems with the
Agency.
C. Agencv Non-C'.a.ble Franchises (All Constituent Jurisdictions). As to Franchises which
were granted by the Agency or renewed, extended or otherwise materially amended by
the Agency, the Net Franchise Fees (the total franchise fees received by the Agency less
the Agency's budget for the applicable period and reasonable reserves) shall be paid to
the Constituent Jurisdictions who are members of the Agency in the same proportion as
the ratios which the population of the unincorporated area of the County and incorporated
area of the Municipalities bear to the total population of the Constituent Jurisdictions who
are members of the Agency, as disclosed by the Federal Decennial Census for 1990 for
the period ending June 30, 2001, the Federal Decennial Census for 2000 during the period
commencing July 1, 2001 and ending June 30, 2011, the Federal Decennial Census for
2010 during the period commencing July 1, 2011 and ending June 30, 2021, the Federal
Decennial Census for 2020 during any period after July 1, 2021.
D. Aeencv Nin -fable Franchises (Less than All Constituent Jurisdictions). As to Franchises
which were granted by the Agency and which substantially and directly affect less than
all of the Constituent Jurisdictions, the Net Franchise Fees (the total franchise fees
received by the Agency less the Agency's budget for the applicable period and reasonable
reserves) shall be paid to the affected Constituent Jurisdictions who are members of the
Agency in the same proportion as the ratios which the population of each affected
Constituent Jurisdiction bears to the total population of the affected Constituent
Jurisdictions who are members of the Agency, as disclosed by the Federal Decennial
Census for 1990 for the period ending June 30, 2001, the Federal Decennial Census for
2000 during the period commencing July 1, 2001 and ending June 30, 2011, the Federal
3
Decennial Census for 2010 during the period commencing July 1, 2011 and ending June
30, 2021, the Federal Decennial Census for 2020 during any period after July 1, 2021.
E. Allocation of AsepCv Budget. For purposes of the foregoing calculations, the Agency's
budget for the applicable period and reasonable reserves shall be allocated as between
various types of Franchises in the relative proportions of the Franchise Fees derived
therefrom.
Each distribution shall be accompanied by a statement by the Auditor of the Agency
stating the amounts of all Franchise Fees received by the Agency for the distribution period, the
dates of receipt, the amount of revenue required to finance the Agency Budget, and the
population and/or subscriber 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 Agency,
and said Treasurer shall be the ex officio Treasurer of the Agency, unless the Board of Directors
shall act by resolution to appoint the Treasurer of another Constituent Jurisdiction or, to the
extent provided by law, a certified public accountant, to that position.
The Treasurer shall receive and have custody of and disburse Agency funds on the
warrant of the Auditor and shall make disbursements authorized by this Agreement. The
Treasurer shall invest Agency funds in accordance with the general law. All interest collected on
Agency funds shall be accounted for and posted to the account of said funds.
The County (or other Constituent Jurisdiction as applicable) may determine reasonable
charges to be made against the Agency for the services of the Treasurer, and the Agency shall
include such costs in its annual budget.
8. Auditing; The Auditor of the County shall be the ex officio Auditor of the Agency, and
shall draw warrants against the funds of the Agency when the demands are approved by the
Executive Director or other designee of the Board, unless the Board of Directors shall act by
resolution to appoint some other person, as allowed by law, to that position. At the close of each
fiscal year, as provided in Government Code Section 6505, the Auditor shall make an audit. In
the alternative, the Board of Directors may contract with a certified public accountant to make an
audit of the accounts and reports of the Agency.
The Auditor shall establish and maintain such funds and accounts as are deemed
necessary to account for and report on receipts and disbursements. The Agency 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 Agency shall be open to inspection at all reasonable times by
representatives of the member agencies.
The County (or other Constituent Jurisdiction as applicable) may determine reasonable
charges to be made against the Agency for the services of the Auditor, and the Agency shall
include such costs in its annual budget.
9. Term. Except as otherwise provided herein, this Agreement shall terminate and the
Agency, shall be deemed dissolved on December 31, 2027.
4
In the event that, at any time, the Board of Directors reasonably determines that it will no
longer receive Franchise Fees under any Franchise then existing or reasonably expected to
provide sufficient revenues to pay its costs of administration and yet make the required payments
to the Constituent Jurisdictions, this Agreement shall be deemed terminated and the Agency shall
be deemed dissolved on the date of that determination.
10. Disnosition of Assets. Upon dissolution of the Agency, 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
Agency 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 Agency shall not constitute any debts,
liabilities or obligations either jointly or severally of the County or the Municipalities.
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.
13. Termination. Except as otherwise provided herein, this Agreement may only be
terminated by the enactment of an ordinance in identical form by a majority of the Constituent
Jurisdictions which are then members of the Agency specifying such termination, each such
ordinance adopted within no more than ninety (90) days of each other. Upon such action, the
Agency shall be deemed terminated and its assets disposed of pursuant to Paragraph 10 hereof.
14. Withdrawal. Any Constituent Jurisdiction may withdraw from membership in the
Agency upon notice in writing to the Agency and the other members of the Agency by the
enactment of an ordinance on or before May 1 of any year specifying that such withdrawal shall
become effective not earlier than the end of the next successive fiscal year, provided that the
withdrawal of any Constituent Jurisdictions from membership in the Agency (not resulting in the
termination of the Agency pursuant to Paragraph 13 above) during the initial term of any
Franchise issued pursuant to the provisions of this Chapter shall not operate to either divest the
Franchisee of its authority to install or provide services through its Telecommunications
Facilities within the area of the withdrawing Constituent Jurisdiction(s) or vest the withdrawing
Constituent Jurisdiction with any administrative or other authority whatsoever respecting
operations by the Franchisee under the Franchise. Notwithstanding the foregoing, a duly
appointed member of the governing body of a withdrawing jurisdiction may continue to
participate and vote in actions coming before the Agency after withdrawal which pertain solely
and exclusively to a Franchise in which a Franchisee has installed and is providing services
through at least a portion of its Telecommunications Facilities, which are located within the
jurisdiction of the withdrawing jurisdiction (such a Franchise hereinafter an "Affecting
Franchise'), provided that nothing in this sentence shall authorize the member appointed by the
withdrawing jurisdiction to participate or vote in any matters pertaining to or having an effect
5
upon more than a single Affecting Franchise. During such initial term, the Agency shall
continue to administer the provisions of this Chapter for the benefit of the inhabitants of a
Constituent Jurisdiction in the same manner as if the Constituent Jurisdiction had not withdrawn.
In the event that a Constituent Jurisdiction should give timely notice of withdrawal and that
withdrawal should become effective before a cable television franchise assigned to the Agency as
a part of its initial entry shall have been renewed, extended or otherwise materially amended, the
Agency shall reassign said franchise to the withdrawing entity, said entity shall resume
administration of said franchise and the Franchise Fees derived therefrom shall continue to be
paid to the Constituent Jurisdiction which was the franchiser prior to the Effective Date.
15. Reservation of Rights. The provisions of this Agreement shall not be so construed as to
in any manner restrict or impair the power or authority of the Constituent Jurisdictions to
independently manage the sale, leasing, management, transfer and/or other disposition of
Telecommunications Facilities owned by the Constituent Jurisdiction within their own
jurisdictional boundaries. Nothing in the foregoing sentence shall be construed to obviate the
necessity of a Franchise issued by the Agency in connection with the use of such
Telecommunications Facilities.
16. Counterparts. This Agreement may be executed in counterpart.
IN WITNESS WHEREOF the parties have approved and executed this Agreement as
follows.
CITY OF SAN RAFAEL
4"�
/�&�
BARBARA HELLER, Vice -Mayor
9
ATTEST:
JEW14NE M. LEONC , City Clerk
APPROVED AS TO FORM:
i & 1� GTR --
GARY T. RAGGHIANTI, City Attorney