HomeMy WebLinkAbout1992 Ordinance No. 038ORDINANCE NO. 3!
SERIES OF 1992
BY AUTHORITY
10 b
t ,ndra c l lvo . e, :J -9::i.
COUNCIL BILL NO. 3-C
INTRODUCED BY COUNCIL
MEMBER HATHAWAY
A.Ill ORDINANCE APPROVING THE CITY OF ENGLEWOOD, COLORADO ENTERING
THE JOINT AND COOPERATIVE INTERGOVERNMENTAL AGREEMENT FOR A
GREATER METRO CABLE CONSORTIUM .
WHEREAS, the parties have similar concerns and objectives with recard to ensuring th e
provision of high -quality cable television, data and communications 1ervice, and the safe
and efficient uae of public richte-<>f-way , within their respective jurisdictions; and
WHEREAS, the parties confront many of the aame challenges in the allocation of 1carce
resources to the monitoring and administration of cable communications franchise, within
their respective jurisdictions; and
WHEREAS, the abarinc of resouroes and information, and the cooperation in the
operation of cable sy1tem1 and public, educational and covernmental ("PEG") facilitie s
would benefit the citizenry of each of the parties ; and
WHEREAS, the partir 1 sire to coordinate and cooperate in the administration,
monitoring and ren • cable francbi1e1; tu coll1ctively reaearch cable-related i11ues
and telecommuni ce wutt matters ; and to addresa common concem1, inveati~tate mutual
so lu tions to cballengea, and new means of achieving common objectives pertaining to cable
franchising, ao ea t.o incrta1e efficiency in the franchisinc of cable 1yat.ema and to ensure
the best po11ible cable service to all 1ubacribera within their respective juriadictions; and
WHEREAS, Section■ 29-1-203 and 29-U0I of the Colorado Reviled Statute■ authorize
political subdivisions of the State of Colorado to cooperate or contract t.o provide any lawfully
authorized function, 1ervice or facility or to form and maintain aaaociationa to promote,
through cooperative effort, the interest.I and welfare of each;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ENGLEWOOD, COLORADO, AS FOLLOWS :
sw.i.lm...l. "!'he City Coun ci l of the City of Englewood hereby approves the Joint and
Coope rative Intergovernmental Agreement for a Greater Metro Cable Conaortium which
gen erally provides as follows :
A £ll.B.fllS.E : The purpose of the Agreement is to ahare information and reaources
pertaining to cable communication• franchising, to coordinate and cooperate in the
administration, monitoring and renewal of cable franchises, lo cooperate in the
operation of public, educational and governme.ntal channels and 1ervices, to
jointly and more efficiently monitor cable franchise• and cable -related
legi slation end iuuea, to collectively research cable-related and
telecommunications matters, to address common concern s, to investigate mutu al
solutions to challenges pertaining t., cable frenchioi,'i, and new mean• of
achieving co mmon obj ec tives with reg~rd to er.Ole franchising , and to coordina te
and intercon nect metro area cable communications and telecommunications
systems, within the framework of en informal confederation of political
subdi vi sio ns of the State of Colorado in common geographical area .
-1-
B . ESTABLISHMENT: The agency shall be known as the "Greater Metro Cable
Consortium", or th• "Consortium". The Consortium shall be separate from it,
Memben and the parties, but governed by the parties according to the terms of th e
Agreement.
C . .lll)ARP OF DIRECTORS : Eac h member shall appoint one Director to serve on a
Board of Directors of the Consortium (the "Board") for a 3-yeor term, and at least
one alternate, to attend meetings in place of the Director In cue the Director is
unavailable. The election and qualifications of each Director shall be within the
discretion of each Member; however notice of the initial selection, and any changes
or substitutions shall be sent promptly to the Consortium at the communications
address. Directors shall serve without compenaation from the Conaortium. The
Consortium shall act through the Board, although the Board may voto to delegato
specific authority to the officen of the Consortium, or to any executive committee or
any special committoe1 the Board may constitute.
D . YQT.lliG: Each member in good standing shall have one vo to. There shall be no
voting by proxy; all votes must be cast in person at Consortium meetings by a
Director, or an alt.mate. Directon ,hall not be eligible to vote on behalf of any
Member during the time that the Member is in default on any contribution or
payment to the Conaortium. A quorum of no leu than one-half plus one of the
memben currently in good at.anding shall be nece11ary for the conduct of
Consortium business. Decilion1 of the Conaortlum shall be by a ml\jority vote of
those Directors preaent at a duly called meeting. which shall require at least one
week'• notice. Upon the request of any Membe,, • "weighted votin1 ')'Item" shall
be ub1ized, in which each Member represented at the meeting ahall have one voto
for each subscn'ber in that Member's jurisdiction. A simple mltjority of the votes
cast in any weighted voting l)'ltem vote shall decide any l11ue for which the
weighted voting system is requested. The number of subscriben, and hence the
weighted vote, for each Member is agreed to as set forth in the AgreemenL
E . .llYl.Al"iS.: The Consortium shall have the authority tu adopt b;laws governing the
conduct of the Consortium, ita meetings, and communication, • :.d interaction
among the Members. Where mch bylaws ore not adopted or are incomplete,
R<>bert's Rules of Order shall be used for the conduct of the Consortium meetini:s.
F. FINANCES:
1. Operating Budget. Drawing upon such assistance from the Members as shall
reasonably be ,equired based upon such direction as the Board provides, the
Treasurer shall prepare an operating budget by April 1st of each year the
Agreement is in effect. The Operating Budget shall set forth anticipated
npenses, financing souttes, and proposed service levels necessary to carry
out the purposes of the Agreement. Said Operating Budget shall take effect the
following fiscal year, beginning on January 1st. Directon shall vote to
approve any Operating Budget according to the voling procedures set forth in
the Agreement, but each Member shall have the right to refuse to pay that
Member's assessment and withd raw from th e Conaortiu m by giving notic e of
withdrawal a s set forth in the Agreement.
2 . Speti•I Budgets. Upon direction by the Board of Ol rectors, th e treasurer sh all
prepare a spe cial budge t for particular projects thnl invol ve more than th e
ongo ing research, info rmati on sharing, communication , end PEG
. 2 -
3.
interconnection {-rnctions or the Consortium, ■uch H franchise renewal s.
Thoae Member ■ desiring I<> participate in ouch 1pecial projecta 1hall authori ze
their Direcl<>r ■ I<> vote I<> approve or reju:t such budget according to the
procedurea oet forth in the Agreement, above, .. cept that the q,•orum
requirementa for the purpoae or approving a 1pecial budget aha '1 only apply I<>
the l<>tal number ofMemben who have indicated their intent I<> participate in
said specially-budgeted project, rather than the entire membenhip or the
Con sorti r im .
Cgptrjbutjgp. Regardle11 or which voting procedure i1 u1ed, Member
contributions both with regard to the Operating Budget, and any special
budgets, shall be apportioned and required in direct proportion I<> each
Member'■ proportionate ,hare or the l<>tal 11Ubocn1Jerahip within the
jurisdiction or all Members or the Consortium, a ■ ■et forth with regard I<> the
weighted voting .,.tern in Exhlbit A, orthe AgreemenL ..Vith the approval or
the Board, Membera may be credit,,d for the monetary value or any penonnel
time, equipment or facilities used by the Consortium, or for other non-caah
contribution a that benefit the Consortium u a whole. Failure by any Member
I<> pay its contribution I<> the approved Operating Budget by January 3ht of the
applicable fioeal year ohan be conllidered • chfoult for the purpo111 or Coia
Agreement, and such Memben 1h1ll be considered no lonpr in rood
1tandin1 for all the pa!pOHI or this Agreement until paid up in full . Failure
by any Member to timely pay its ohare or ony duly appn,ved 1pecial budcet
shall result in the termination of that Member'• risht la participate in, or
authorize ita Director to vole on any i1mes pertaining I<>, the projecta or
matten for which that opecial l,odget wu prepared.
G . ~: The Consortium ohall have the power to conduct re1eatth, communicate
with individual Memberw, ■ubmit commenta and ■tatementl on behalf of the
consortium I<> legislative bodies or executive ag,,nciu, cooperate in the operation
and administration or PEG co mmunications, and I<> take whatever meuurea the
Board deems necessary to accomplish the Conaortium'1 purpooa1 as aet forth in th e
Agreemenl The Conaortium ,hall further have the power I<> maintain and utilize
asaeta purchased with Member contn1Jution1, and funds contn'buted I<> the
Consortium according to the terms of the Agreemenl The Consortium ia
authorized by the Memben I<> do all that ia neceaaary for the eurci ■e of said pow ers
within the constraints of the approved Operating Budget or special budgets,
including, but not limited to any or all of the following: hiring employees or
consult.ants , entering in to contra eta, acquiring, holding or diaposing or property ,
incurring debts, liabiliti .. or obligation• within the limits of any applicable law
required by the exercise of these powers, autb oriring e ,d approving budgets and
financial expenditures, and such other pow,-;,. ·~,; are p1 \~scribed by the Members .
H . Meet ings :
1. B•n!lar Meetinn Regular meetings of the Consortium shall be held
quarterly, or as otherwise determined by a majority vote of the Di recl<>rs .
2 . So eci•I Meetings · Special me etings of lie Consortium may be called by (I )
the chairman, or (2) the secretary upon the written request of a majority of th e
Directors . One week 's written notice of a special meetin g, and the subject
matter o(that meetin g, •~•II be given oo the regist ered Directors .
-3.
3 . ~: Notice of meetin111 of the Conaortium ah all be liven to the DiTOctora by
the Secretary at leaat one week in advance, and when feasible, the agenda for
1uch meetin111, and the minute• of the previoua meeting, 1hall accompany
1uch notice. Notice of 1w:h mee tinga 1hall alao be liven at a minimum in
accordance with the provi1ion1 or applicable law, and additionally as
directed by the Membera. Dia,,•,s:1n at regular meetin111 of the Conaortium
need not be limited to matter ■, t forth in the agenda.
4 . E1ecutive Srasionn : All meetings shall be open to the publi c as pTOvided in th e
Colorado Open Meetinga Law, C.R.S . 24-6◄01 et oeq., or any 1ucceasor 1t.atute
thereto, unlesa two thinla of the quorum praaent votes to hold a closed uecutive
aeuion for the purpoae1, and in accordance with the procedures, aet forth in
the Open Meetin111 Law or any 1ucce110r 1tatuta thereto.
I . New Member•: Aft.er the effective date of thi1 Ac,eement, additional
governmental entit.it1 may become Membera of the Conaortium upon application to ,
and approval by, the Board ofDirecton. Approval by the Boerd ofodditional
Me mben ahall be conditioned upon the following :
1. Reirobnraem•pl Reimburaement by th, new M•mben of the Conaortium for
the expen ■e1 of the Coneortium T01wting from addition of the new Member,
includin1, but not limited to, reuonable attorney,· fee,, ccnaultanta' fee s,
accountante' feeo, engineering f-and all other auch "810nable out..of-
pocket expann, a, may be incurred.
2 . AdJmtign. Adopt.ion by the duly elected aovemiog body ot •he ne.., Member of
the Agreement, and such re10lution 1 and ordinances u ah• 'l be appropriate
to permit the new Member to parti<ipate in the Coneortium, a1.'d the
Consortium to operate, in a manner that i1 conliltent with th ·, existing
operation of the Con1ortium.
3 . Camoliance Compliance by the new Member with auch other condition s as
may be determined appropriate by the Board m Directora befo,.., 1uch new
Member i1 admit ted as a Member of the Consortium.
4 . EJwbilitx. Other governmental unite with authority to grant f1 anchises or
interest in communications franchising within the greater Den•.'er
metropolitan area ah all be eligible to beccme Memben in tho Cor. sortium.
J . Wj t hdrawal: Any Member may withdraw from this Agreement by filing written
no tice of its intention to do so with th e central communications addreu of th e
Consortium and each of the other Membera. Termination will take effect for the
purposes of contributio n s on January 1st of any ye ar, provided there is at least three
weeks advance notice . The withdrawal of any member from the Agreement shall
inn:, way affect the rights and obligation s of th e remaining Members, except as
agreed upon between the remaining Membera. Mombera withdrawing from the
Agreement are not ent.itled to e return of any funds contributed to the Co nsortium
for the Operating Budget, n or to the r eturn ,,f any materials or supplies co ntributed
to lhe Consortium . Members • all be entitled to lhe return of a pro rat.a share of lhe
unexpended and uncommitted portio ns of any special budgete within three week s
aft.er the effect.ive date of termination. Members are fre e to enter into negotiations
with their cable 1y1tem operator(s) ind ependen t ly of lhe Consortium and th is sh all
not be co nsid ered withdrawal so long as such negotiations do not prejudice or
compr omi se th e negotiations of th e Co nsortiu m.
-4 -
K. Ierroinatiou and Pi1001itian oC Property : The Agreement aha11 be de emed
termina~d when only on e Member continue ■ to participate in the Consortium, or
when all participatini Member ■ choooe to terminate it. Upon termination, all
asoets and the remainder of the Operating Budget ahall be di1tnbuted to the
Members still active at the t ime of termination or continuing to participate on a pro
rata basis and in proportion to each Member'• financial participation during the
pri or fi scal year.
The remainder of any special budgets shall be d istributed to t.hooe Members who
co ntributed to the ape ci al budget in proportion to their contribution.
L . Cooperation and Puhlic: Charge : The parties agree that they shall cooper•~ so far as
pos aible within the constraints of applicable Jaw to effectuate the intent oft.hi •
Agree ment. Member ■ are encouraged but shall not be required to contribute
available personnel or employee time, and oth er available reaources without cost to
the Con ao rtium. The ConaorLum ahall at all times act within conformity with all
applicable Jaw,, s tatute, and regulati on ,, inr Juding equal opportunity provisions ,
and Members and their Directors agree that they will make decisions and act in
accordance with the public interest, ao a s to beat benefit their citizens and
s ubscribers.
M . Efl'ec\iye P•te end Tenn : The Agreement shall become effective when it has been
duly authorized by at leut three of the partiea and Hecuted originals oft.he
Agreement and other appropriate documents evidencing such ap!)roval, have been
filed at the central communication a addre11 of the Conaortium with coplea to the
other Member ■ aa provided above. Th• Agreement shall continue in effect through
the month of June following the effective date and thereafter from year-to-year, or
until termination in accordance with the term1 hereof.
N. lnsurence end Ho)d liaimlw: The Conaortium shall be re1pon1ible for any
in surance nece1aary h1r it!. :~,ration. No Member, and no Director, ■hall be liabl e
for claims because of'pti..rtic ipa tion in, or aa the result of any action or omi11ion by ,
the Consortium. Withou~ waivmg the protection of the Colorado Governmental
l.mmunity Act, C.R.S . 24-10-101 et seq, the Conaortium shall, at its sole expense,
d efend and indemnify Members and Directors against any and all claims,
judgments, losses, demands, and costs in any way arising out of this Agreement t o
the extent s uch claim s, judgments, losses, demonds and co ats are not barred by th e
Colorado Go ve rnmental Immunity Act.
0 . Severebj)jty : Should any part, term, or provision of the Agreement be by any
agency or court of competent jurisdiction declared to be illegal or in confli ct with
an y law wha tsoever, or oth erwi se rendered un enforceable or ineffectuai, the
re maining portions or provision s of th e Agr eement sh:.11 nonetheleH remain in
effect an d th e Members ea ch agree that they would have ente red into each provisio n
of the Agree ment se parately ev en if none of the other pro vi sion s h ad been included .
P . Amendmen t: The Agre ement may :.,. am end ed by the two-thirds maj ority vote of
the entire member sh ip, based up,., each Me mber being entitled to on e vo te.
Q. Reoortinr and Record Keening : The Consort ium sha11 report all prop osed
a mendm ents of the Agr ee ment or any bylaws promul gated purs uant to the
Agreement, any meeting ch anges, changes in budge t, and an y informati on
impo rtant to th e operation oft.h e Agreement to the Di rectors of each Member
promptl y. All doc um ent s requir ed t.o be ma de avail abl e und er any local , state, or
-5 -
federal law or regulation shall be deposited at the central communication• a ddre ss
as set forth in the AgreemenL Once an nually, the Board shall engaee an
independent accountini: firm t.o perform an audit of the budgat of the Consortium ,
which audit ahall be distributed to each Member in 1ummary form , All auch
documents and any and all documen ts maintained by, or pertaining to , the
Consortium shall be availabl e upo n reasonabl e notice for in1pection by any
Member.
Introduced, read in full, and passed on first reading on the 8th day of September, 1992.
Publi shed as a Bill for an Ordinance on th e 10th day of September, 1992.
Read by title and passed on final reading on the 2181 day of September, 1992,
Published by title as Ordinance No.~f Serie• of 1992, on the 24th day of September,
1992.
ATTEST :
0~_01~
Patricia H, Crow, Ci':y Clerk
I, Patricia H. Crow, City Clerk of the City of Englewood, Colorado, hen,by certify that the
above and foregoing ia a t~ copy of the Ordinance p11sed on final reading and published
by title as Ordinance No . .2, Serie, of 1992.
~&_kt!_~
Patricia H. Crow
-6 -
49
It
JOINT AND COOPERATIVE
ll'ITERGOVERNMENT AL AGREEMEITT
for a
GREATER METRO CABLE CONSORTIUM
0 0 0
THIS AGREEMEITT, dated and effective as of Ibis __ day of _____ 1992, Is entered
i.ato by and between the undersiJned municipal corporuions, cities and cnunties, counties an,J political
subd iv is ions of the State of Colorado , (hereinafter collectively called the "Members" or the "parties").
WHEREAS, the patties share similar concerns :111d objectives with reiard 10 ensurlni the
prov is ion of high-quality cable television. data and communications service, and the safe and efficient use
of public riiJ,ts-of-way, within their respective jurisdictions; and
WHEREAS, the parties confront many of the same challenies in the allocation of scarce resources
Ill the monitoring and administration of cable communications franchises within their respective
jurisdictions; and
WHEREAS, the sharing of resources and information, and the cooperation in the operation of
able systems and public , educational and eovemmen!al ("PEG") f'2cilities would benefit the citizenry of
'each of the parties ; and
WHEREAS , the patties desire ID coordinate and cooperate in the administration. monitorini and
renewal ·of cable franchises; 10 collectively research cable-related ilsues IIMI telecommunications matters ;
and 10 address common concerns, investipte mutual solutions 10 cballenges, and new means of achieving
common objectives pertaininr 10 cable franchisinr, so as to increase efficiency in the fra.·.cllisinr of cable
sys=s and 10 ensure the besr possible cable setVice 10 all subscribers within the ir respective
jurisdictions; and
WHEREAS, the federal Cable Communicatio ns Po licy Act of 1984, 47 U.S.C . Sections 521-5S9
(Supp . 198S), and the Colorad o Constirution, Article XX, Section 4 (1991 Cum . Supp .), authorize lo cal
governmental entities to grant franchises in accordance with the terms therein ; an.d
WHEREAS, Se ctions 29-1-2 03 and 29-1-4-01 of the Col orado Revised Statutes authorize political
subdivisio ns of the State of Colorado 10 cooperate or contract to provide any lawfull y authorized funct io n,
service or fa cility or to form and mainu in ass ociatio ns 10 promote, throu gh cooperati ve effort. the
interests and wel far e of ea ch .
NO W, THEREFORE . in co ns iderat io n of the_mu ruaJ covenants and promi ses hereinafter set forth ,
the parti es a0 ree as fo ll ows: .·
I . ~ Th e purpose of this Agreeme nt is to share info rmatio n and reso urces peru in ing
to cJ bl t commu nicati ons frlilc !:l ising, to coo rdina te and coo perat e in the admini strati on , monit ori ng and
rece wll of cJb le frJnch ises. to cov perne in the opora tio n of publ ic , educJ tional and gov ernment al
c!lJnne ls Jnd services. to joint ly Jnd m,_e efficiently monitor cable frJnchises and cJble-related leg isl ati on
and issues, to collectively resc.:irch cable-related and telecommunic.atioos matters, to address common ~ ·
concerns, to in vestigate mutual solutions to challenges pcruining to cable fnnchisinJ, and new means ...
of achieving common objectives with regard 10 cable fnnchisinJ, and 10 coordinate and intercoMect
metro arc.:i cable communicat ions and telecommunications systems, within the framework of an informal
confederation of political subdi visions of the St.ate of Colorido in a common 1eo1raphicaJ area .
2. ESTABLISHMENT OF Il!E GREATER METRO CABLE CONSORTIUM The parti es
hereby ere.ate an agency to be known as the "Greater Metro Cable Consortium", or the "Consortium·.
The Consortium shall be separate from its Members and the parties, but aoverned by the parties
aa:ording to the terms hereof. The central communications address and beadquanen of
the Consortium for the purposes of notice and communiation, shall be 14999 East Alameda Drive,
Aurora. Colorado , 80014, initially, althou(h the Members of the Consortium may vote following
execution to route said address among the parties, establilh an independent headquarters, or adopt such
other practices or procedures in this regard as they deem fit-
3. DEFJ[:ITTIONS
For the purposes of this Agreemenr the following words, terms and phrases shall have the
following mc.:inings .
"Dir,cror" shall mean the individual appointed by a Member to be its representative in
the Consortium .
"Franchi.st• (and its gerund, "franchising") shall mean the same in this Agreement as in &..
the Cable Communic.ations Policy Act of 1984, 47 U.S.C. Section 522(8). 99 .
"Mtmbtr" shall mean a political subd ivision of the State of Colorido which bas entered
inl0 and form:.Jly executed this Agreement with proper lqislative approval, and is, at the time in
question, current with all costs of participation .
"Sub scriber" shall mean any person, assoc,:.non, governmental unit, company or
parmersbip receiv ing cabl e ,levision, communication or data services from a cable system in a Member's
jl!fisdiction, and, un1ess th t: context clearl y ind icates otherwt·e, may be used hereinafter synonymously
with "customer" or "cons 11mer . • ·
4. BOARD OF DJRECTORS Each Member shall appoint one Directnr to serve on a Board
of Directo rs of the Consonium (the "Board") for a 3-y ear term , and at least one alternate, 10 mend
meetings in pla ce of the Dir ector in case the Director is unavailable. Toe election and qualifications of
each Director shall be within the discretion of c.:ich Member; however notice of the initial selection, and
any changes or substitutio ns shall be sent promptl y to the Consortium at the communications address .
Directors shall serve with out comp ensation from the Cons ortium . The Coosortium shall act through th e
Board , althou gh the Board may vote to del egate spec ific auth ority to the offi cm of the Consortiuin , or
to an y ex ec utiv e comm ine e or ar y spec ial committees the Board may constitute .
5. OFFTC ERS . Th e officers of th e Conso n iu m shal l incl ude a cha innan , a vice ch ai nnan , a
treasu rer , an d a sec ret:1ry, eac h of who m shall be elect ed at the annual metdng of the Conso rtiu m hel d
Grtaur Mttro Cablt Coruonium
/nu rgo W!rnm t mal Agru mt m
Pag , 2
It
in Ju no of eJch year . New ofticers shall take office at the adjournment of the aMual meeting at which
they ar o elected .
A. Chairman /Vice Cha !nnan The chairman shall pres ide at all meet ings of the
Consonium and shall perform all dut ies Incid ent 10 the office of chairman , and such other duties as may
be prescribed by the Consortium . The vice chairman shall act as chairman io the absence of the
chl irm an.
B. ~ The secretary shall be responsible for keeping a record of all of the
proceedings of the Cons on ium , preparinJ and circulatinJ minutes and asenda , facilitating
communications, and 11ivin11 notice of the meetines, or arran1in11 therefor .
C. ~ The trcasum shall have cus!Ody of tbe Consortium funds, pay its bills,
keep its financial records and generall y conduct its financial affairs. The qualific:ltions of the treasurer
and other requirement.I shall be as prescr ibed by the ConsortiUJD .
6. YQil.1:!Q. E3ch Member in Jood standing shall have one vote. Thera shall be no voting by
prox y; all votes must be C3.SI in person at Consortium meecinp by a Direct0r, or an alternate . Directors
shall not be eli1ible 10 vote on behalf of an y Member durinc tbe time that the Member u in default on
.any conaibution or payment 10 the Consortium. A qu0t11111 of DO less than one-half plus one of :.be
Membe rs currently in 1100d standin& shall be necessary for tbe conduct of Consortium business.
Decis ions of the Consortium shall be by a majority vote of those Directors present at a duly called
meeting, which shall require at lwt one week's notice . Upon the request of any Member, a "weighted
voting system" shall be utilized, in which eJch Member represemed at the meetini sball have one vote
for each subscriber in that Member's jurisdiction . A simple majority of the votes C3St in any wei11hted
voting system vote sh.ill decide any issue for which the weighted votin ii system is requested . The number
of subscribers, and hence the weighted vote , for each Member is shown in Exhibit A, and each party to
tbil Agreement agrees 10 its weighted vote as shown .
i . ~ The Consortium shall bave the authority 10 adopt bylaws governing the conduct
of tbe Consonium, its meetin115, and communications and interaction among the Members. Where sucb
byl aws are not adopted or are incomplete, Roben's Rules of Onler shall be used for the conduct of the
<:_onsonium meeti.~gs .
8. FI NAN CES
A. Ope rat ing Budget Draw ing up on such assistance from the Members as shal l
reasonably be required based upo n such direction as the Board provi des , the Treasurer shall prepare an
operating bud get (!he "Opera ting Budg et ") by April 1st of each year this Agreement is in effect. The
Opera ting Budg et shall set fo rth ant icipa ted expenses , financing sources, and propt'sed servi ce levels
nec essary 10 carry out the purposes of !h is Agreement . Said Operat ing Budget shall take effect e
foll owing fi m .l y03I , be giMing on Janu ary 1st. Dir ecto~ shall vote to ap prove any Operat ing Be et
according 10 the vo:ing pr ocedures set forth in Sect ion 6, abo·,e, but eJch Memb er sh.ill ha ve the right
to refuse to pay !hat Mem ber's assessm ent an d withd ra w from !he Conscnium by g iv ing notice of
wilhdraw3l as pr ovided in Sect io n 12 .
Greaur Mtrro Cnblt Co ,wunium
!11 tago ,-erwnt11ral Agrttm~111
Pagt J
B. Su.•ci al Budgots Upon direccion by the board of Dir ectors, th e tre,suror shall prepare 8iii ·
a special budget for part icular projects that involve morn than th e ongoing res=ch, information sharing, .,
communiCJt ion, and PEG interconnection fu nctions of ~1e Co nsorti um , such as franchi se renewal s. Those
Members desir ing 10 partic ipate in such special projects shall authoriz e th eir Directors 10 vote 10 appro vo
or reject such bud11e1 according co the procodures set forth in Se cti on 6, above, except that the qu on .1
requiremenu for the pu!J)Ose of approving a spec ial bud11et shall only apply 10 the cotaJ number of
Members who have ind icatod their incenc 10 participa te in said specially-budgeted project, rather than the
entire membersh ip of the Consortium.
C. Contrjbutjon Regardless of which voting procedure is used, Membe r conixi butl ons
both with regard to the Operating Budget , and any special budgets, shall be apporti~ned and rrquired in
direct proportion 10 :ach Member 's proport ionate share of the total subscribership wic.~in the j urisdiction
of all Members of the Consortium. as sec forth wilh regard 10 the we i1h1ed voting system in .Exhibit A.
With the appro val of the Board , Members may be credited for the monetary value of any persoMel time,
equipment or facilities used by the Consortium, or for other non-cash contributions that benefit the
Consortium as a whole . Failure by any Member IO pay its contribution to the approved OperatinJ BudJet
by January 31st of the applicab le fisC3l ye:ir shall be considered a default for the purposes of this
Agreement, and such Members shall be considered no longer in 100d standing for all the purposes of thi s
Aareement witil paid up ir, full . Failure by any Membor 10 timely pay l1S share of any duly approved
special budget shall result ,n the tertninatioo of that Mamber's right 10 participate In, or authorize iu
Director 10 vote on any wues pertaining 10, the projeCtS or matters for wh ich that special budaec was
propard .
9. ~ The Consortium shall have the power 10 c.onduct research , communicate with
iooividual MemberJ, submit comments and swements on behal f of th e consortium co leg isl ati ve bodies A..
or executive agencies, cooperate in the opentioo and admi.ni.st!-a.:io n of PEG communications, and IO talc• ..
whatever me:i.sures the Board deems necessary 10 ac,;omplisb !be Consortium 's pu!J)Oses as set forth in
Section I, abov e. The Consortium shall further have the power IO malnwn and udlize as.setS purchai;ed
with Member contributions , and funds contributed 10 the Coru ,rtium according to the terms of this
Aareemenc_ The Conso rtium is here by authorized by tho Members 10 do all that is necessary for the
exerc ise of said powers within the constnincs of the approved Operating Budaet or spee iaJ budgets,
including , but not limited 10 ar,y or all of the following : hi'1llll · employe-:s or consultanlS, entering into
co ntracts, acquiring, holding or disposing of property, incurrioi: debt!, liabilities or obligations within
~ limits of any applicable law requi red by the exercise of these powers, authorizing and approving
budgets and financ ial expend itures , and such other powers as are prescribed by the Members hereof.
10 . MEETINGS
A. Resru la r Meetjngs Regular meetings of the Consortium shall be hel d quanerly, or
as otherwise de c,rmined by a majority vo te of •he Directors .
B. Snedal Mwjngs . Spec ial meetings of the Co nso rtium ma y be called by (I) the
chairman , or (2) th e secr etary u~n the written request of a majori ty of the Directors . One week's
wr itten notice o.' a special mee ting. and the s ubjeet matter of that mee ti ng , shall be given to the registered
Directors.
Creaur ,We rra Cab le Co,uor.ium
/nurgO\'f!rllmt llfnl Agrt:t mem
Pase J
C. ~ Notico of m""tin&s of the Consortium shall be 11i ven to the Directors by the
Secretary at le:ut one w .. k in advance, and when feasible, the a,enda for such m~etin11s, and the rninutos
of the previous meeting, shall accompany such notice . Notice of such meetings shall also be 11iven at a
minimum in ac-cordance with tho provisions of applicable law, and additionally as dlrffled by the
Members . Discuss ion at reg.lar meetings of the Consortium need not be limited to matters set fo,th in
the agenda.
D. E,1ecutjve Sessjons All meeti,.gs shall be open to the public as provided in the
Colorado Open Meetinp Law, C.R.S. 24-6-401 tr 1,q, or any successor swute thereto, unless two .thirds
~) of the quorum present votes to hold a closed uecutive session for th,1 purposes, and in accordance
with the procedures, set forth in the Open Meetings Law or any successor swute thereto .
11. N;.W MEMBERS After th~ effective date of this A,nement, additional eovemmenu!
entities may become Members of the Consortium upon application to, and approval by, the Board of
Directors. Approval by the Board of additional Members shall be conditioned upon :!I, following :
(A) Rejmbuaement Rei:nburs,ment by !be new Members of !be Consortium for the
expenses of the Consortium resultin& from addition of the new Member, includinr, but not limited to.
reasonable attorneys' fees , consultants' fees, accounWIIS' fees, anrineerinr fees and all ocber such
re;isoaable out-of-pocket expenses as may be incurred .
(BJ M<mtill.D. Adoption by the duly elec1ed eovemia& body of then= Member of this
A~meat, and such · , lutions and ordinances as shall be appropriate to permit the new Member to
participate in the Cc ,rtiwn, and the Consortium to operate, in a manner tl!at is consistent with the
exlstlnr operation of the Consortium.
(CJ CqmpUance Compliance by !be new Member with such other conditions as may
be determined approprare by the Board of Directors before such new Member is admitted as a Member
of the Consortium .
(D) ~ Other 11overnmental units witi' authority to fl'llll franchises or interest
in communications franchisinll within the greater Denver au:tropolitan are:i shall be elillible 10 become
~embers in the Consortium. ·
12 . WTTHDRAWAL Any Mem ber may withdraw from this Agreemeat by filinJ written aotice
of its iarention to do so with the central comm unications address of the Consortium and e:ich of !be other
Members . Terminatioa will take effect for the purposes of coatributioas on January 1st of any year ,
provided there is at least three weeks advance notice . The withdrawal of any Member from this
Agreement shall in no wa y affect th e riJhts and obligations of the remaining Members, except as agreed
upon between the remaining Members . Members withdrawing from this Arreement are not entitled to
the rerurn of any funds contributed to the Consortium for the Operating Budget, nor 10 the return of any
materials or supplies contributed to the Consortium . Members shall be entitled to the recurn of a pro rata
share of the unexpended and unc omm itted portions of any special budgets within three weeks after the
effective date of tennination. Members are free to ent~r into negotiations with their cable system
operator(s) in depende ntly of the Cons ort iu m and this shall not be considered withdrawal so long as su ch
Grtarer Mtr ro Cabft Co,1.1or1ium
!11urgovt mmt 11ta l Agr-umt11 r
Pag, 5
negotiat ions do not prejudice or compr mise tlie .1egotiations of the Consortium.
13 . TER.\,flNAT{ON AND DISPOSITION Qf..fRQfEBTY. This Aifeement shall be deemed
renninared when only one Member con tinues ro panic ipate in the Cor,.ortium , or when all paniciparing
Members choose re termin ate it . Upon termination, all wet? and the remainder of rbe OpentinJ Bud1e1
shall be distribute<I ro the '11 cmbers still active at tbe time of renninatlon or continuinr l'J panicipate on
a pro roll basis and in pro~o1<ion to each Member's financial panlclpatlon durinr the prior fiscal yea,:.
The remainde r of any special :iudgets shall be distributed to those Members who cootributed to rbe special
budget in pro porti on ro tJ-,eir contribution .
J.<. COOPERATION AND PUBLIC C:HARGE The panJes hereby 11tree that they sball
cooperate so far as possible within the constraints of applicable law 10 effectua1e the intent of this
Agreement. Members are encouraged but shall not be required 10 contribute available personoel or
employee time , and other available resources without cost to the Consortium. The Consortium shall at
all times act within confonnity with all applicable Jaws, staNtes and resulations, ir.sJudinJ equal
opporwni ty provis io ns, and Members and their DirlCIOrs as,ee rllat they will mate decisions and act in
ac:ordan ce with the public interost, so as to best benefit their citizens and subscribers.
15 . EFFECTIVE DATE AND TERM This Asreement sball become effective when it has been
duly authorized by at least three of the parties and executed orieinals of this Asreement and other
approp ri ate documents evidencing such approval, bave been filed at the central communications address
of the Consortium with copies to the r ther Members as provided above . This Asreemeat shall continue
in effect through the month of June followinf the effective date and there:tfter fro-n year-10-year, or until
terminati on in accordance with t!!e terms hereof.
-.
16 . INSURANCE AND HOJ D HARMLESS The Consortium shall lie responsible tor any &..
insurance necessary for its operat io n. No Member , and no Director, shall be liable for claims because ..
of participation in , or as the result of any action or omission by, the Consortium. Without waivinf the
protoction of the Colorado Govemmeocal lmmllllity Act, C.R.S. 24-10-101 et seq, the Consortium shall,
at its sole expense, defend and indemnify Members and Directors a,ainst any and all claims, judfmeDts,
losses, demands, and costs in any way arising ou t of this Ag:-eemeo.t to the extent such claims, judpeots,
losses , decands and costs are 001 barred by the olo r:ido Govemmencal Immunity Act.
17. SE VERA BILIT'f.. Should any part, term, or provision of this Aifeement be by any agency
at cour. of competent jurisdiction ijeclared to be illegal or in conflict with any law whatsoever, or
otherw ise rend ered unenforcea ble or ineffecrual, the remaining portions or provisions of this Aifeement
• shall no ·,,ei.'ieless remain in effeo. and the Members each afree that they would have entered into each
prnvis 'oo of this Agreement separately even if none of rbe other provisions bad been included .
18. A\.JE;)IJ)MENT This Agreement ma y be amen ded by the two-thirds majority vote of the
entire mem bersh ip. based upon each Member being entitled ro one vote .
19. REPORTING AND RECORD KEEPING The Consortium shall report all proposed
amendmenrs of th is Agreement or any bylaws promulgated pursuant to this Aifeement, any meeting
ch anges . ch10ges in budget, and any infonnatioo _important to the operation of this Afre•ment to the
Directors of ea ch ~!ember promptl y. All doc u ments req uired robe made available unde r any local, stare,
or fede,ll law or regulation shlll be dep osi ted at the central commun ications address as set forth in
S<ct ion 2. abo ve. Once annual ly, Iha Board shall en gage an independent acco unt ing firm ro perform an
aud it of .. c, :,ucge: of th< Conso nium. wh ich audit sh all be distrib ut ed ro each Memb<r in summary fonn .
All su ch cocumenrs and any and lll docum ents mainta in ed by, or portaining ro, th e
Crtaur M~tru Cablt Coruort ium
/nt ergu\~rn111 t 111nl Agrtemt nt
Pag, 6
~
Consorti11111 shall be available upon reasonable notice for lmpect!on by ll!Y Member .
IN WITNESS WilERE OF, die parties berelll uve caused dlelr duly aulhorizod represenatives
to execute !his Aireemem below on die ewe tint above wrillen.
~~/:{!~~---.
ATTEST :
APPROVED AS TO FORM :
CI'IY OF ENGLEWOOD , COLORADO
By ________ _
Grtaur Mtrro Cablt Consortium
ln1crgo\lff1lmt1Ual Agn.ontnl
Pag, 17
l.TPDATl:D IIS /91
Date
September 8 . 1992
INITIATED BY
STAFF SOURCE
COUNCIL COMMUNICATION
Agenda Item
11 f
City Manager's Office
Subject Greater Metro
Area Cable Consortiwn
Intergovernmental Agreement
Chuck Reid . Assistant City Manager
ISSUE/ AC1101Y PROPOSED
Staff seeks City Council support for fonnallzlng our participation In the Greater
Metro Cable Consortlwn joint and cooperative Intergovernmental agreement. This
A agreement will assist Englewood In our upcomtng cable television franchise renewal
W agreement with Telecommunlcations. Inc . (TC!) and allow an evaluatlon of the
benefits and costs associated with long term membership In the Greater Metro Cable
Consortlwn.
PREVIOUS COUNCIL ACTION
City Council has passed two previous Ordinances deallng with cable television
contracts: Ordinance No . 33. series of 1967 and Ordinance No. 4. series of 1980.
BACKGROUND
Traditionally. co ntracts to r egulate cable services have been negotiated singularly
between a governlng agency and the cable carrier. Dependant upon the relative
negotiation power and skills of the governlng agency , th.ls type of negotiation has
resulted 111 franchise and service discrepancies. Th e Greater Metro Cable
Consorttwn should mlnlmtze these discrepancies and Improve the general service
leve l fo r all subscribers through cooperative strength .
STAFF .\NAL'YSl.S
The Greater Metro Cable Consortlwn Is currently an ad hoc organization , wttl1
approximately 20 metro area governments represented . The Consortiwn has been
formed to address two specific goals : In Ille short term , tl1e Consortiwn will address
tl1e negotiation renewal of several ca ble franchJses In tl1e metro area, lnclucting
Englewood 's ; In tl1 e long term, Ille Consortlwn Is envisioned as a clearinghouse for
dealing with cable Issues . Botll of tllese goals are d escribed In detail below .
The Franchise Renewal Process: In Ille franchJse renewal process, Ille Consortlwn
will cooperatively develop a model cable franchJse . Once the franchJse model Is
complete , lnctivldual cities may tailor Ille contract to meet tlletr specific needs .
Participating In the Consortlwn will benefit Englewood In two key areas . Ftrst, Ille
franchJse renewal process will cost less as we will be able to share certain renewal
task costs and a single consultant. Second, Englewood's final franchise wttl1 TCl
should be stronger because of OUT participation In the Consortiwn.
The Clearinghouae: The Greater Metro Cable Consortlwn has rnernbershJp benefits
for the long term as well . The cable Industry Is rapidly chang1ng and, as such, the
Clty·s regulatory role Is also changing. Long term rnernbershJp In the Consortium
will provide Englewood with on-going Interaction with cable Industry experts and
provide a dynamic forum to monitor legislative Issues affecting the cable Industry.
This will enable us to better satisfy subscrtber needs and ensure Improved
monitoring of OUT cable contract with TCI. -
F1NANClAL
The t otal Greater Metro Cable Consortium costs will be shared by all members .
CeruJn costs will be shared on a "per subscriber basts" and others will be shared
based on tl1e final number of governing agencies Involved In the Consortium . In the
short term, costs to participate In the Consortium, compared to Englewood's costs of
going tlirough the renegotiation process alone, are estimated to be:
General Consortlwn Costs
Tec hnical Auctit
F'ranchJse Fee Auctit
PEG Access
Renewal
TOTAL
Englewood Only
$-0 -
$4,600
$3 ,900
$ n /a
$6,000
$14 ,500
• Ass umes 13 citi es parti cip a t e In tl1e tec hnical a uctit.
Consortium Member
$2 ,282
$740 •
$3 ,900
Sn /a
$6,000
$12 ,922
In the long te nn . Ill e Ge n eral Consorti um cos ts are estimated t o be S5.000 a year . -