MARIN TELECOMMUNICATIONS AGENCY 555 Northgate Drive, Suite 102, San Rafael, CA

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1 MARIN TELECOMMUNICATIONS AGENCY 555 Northgate Drive, Suite 102, San Rafael, CA BOARD MEETING NOTICE DATE: Wednesday, April 11, 2018 TIME: PLACE: 7:00 PM Corte Madera Council Chambers, 300 Tamalpais Dr., Corte Madera, CA A. Call to order. AGENDA B. Director Comments. C. Executive Officer s Report (Oral Report). D. Consent Calendar: 1) Approve MTA March 14, 2018 Board Meeting Minutes. 2) Receive MTA FY18 Budget Status Report Through April 3, E. Public Open time for items not on the agenda. This portion of the meeting is reserved for persons who want to address the Agency on any matter not listed on the agenda. The Ralph M. Brown Act prohibits discussion of items that are not duly placed on the agenda. Speakers are limited to three minutes. Please Note: The Chair will allow time for public comment on each agenda item. F. Appointment of MTA new Executive Officer and Approval of Professional Services Agreement. G. Appointment of Inder Khalsa of Richards, Watson & Gershon (RWG) as MTA s General Counsel, Approve Amendment No. 3 to Legal Services Agreement with RWG and Approve Resolution. H. Receive CMCM Annual Plan for July 1, 2018 June 30, I. Approve MTA April 2018 Revised FY18 Budget for Operating Fund 8017 and PEG Fund J. Receive Proposed MTA FY19 Budget and Set Public Hearing for June 13, K. Recognition of MTA Retiring Staff for Their Exceptional Service to Marin Telecommunications Agency - Barbara Thornton - Executive Officer, Greg Stepanicich General Counsel, and Suki Sennett Clerk, Customer Service Support (Oral Presentations). Agenda-Notice_ MTA Board Mtg_final.docx

2 L. Adjourn. NEXT MTA REGULAR BOARD MEETING: Regular Board Meeting June 13, 2018, 7:00 PM, Corte Madera Town Council Chambers, 300 Tamalpais Drive, Corte Madera. See MTA s website at for MTA meeting updates. A COMPLETE AGENDA PACKAGE IS AVAILABLE FOR VIEWING AT 555 Northgate Drive, Suite 102, San Rafael, CA or at the agency s website Copies of past MTA minutes are available for viewing at the same locations. Agenda-Notice_ MTA Board Mtg_final.docx

3 MARIN TELECOMMUNICATIONS AGENCY MARCH 14, 2018 SPECIAL BOARD MEETING MINUTES Corte Madera Council Chambers, 300 Tamalpais Drive, Corte Madera CA Present: Barbara Coler, Acting Chair, Town of Fairfax Joe Burns, City of Sausalito Kay Coleman, Town of San Anselmo David Kulik, Town of Tiburon Sashi McEntee, City of Mill Valley Andrew McCullough, City of San Rafael Dennis Rodoni, County of Marin Absent: Jim Andrews, Town of Corte Madera Elizabeth Robbins, Town of Ross Marty Winter, City of Belvedere Staff: Barbara Thornton, Executive Officer Inder Khalsa, General Counsel Suki Sennett, Clerk A. Call to Order: Acting Chair Coler called the meeting to order at 7:00 PM. She welcomed Supervisor Dennis Rodoni, who was replacing Kate Sears as the representative of the County of Marin. She read a statement from CMCM Treasurer Bill Sims: Please convey to the Board my belief that the oversight and support provided by Barbara and the MTA have been essential to the success of CMCM and community media in Marin. While Barbara s institutional knowledge of both CMCM and the MTA will be impossible to replace, my hope is that the MTA will find a worthy successor to carry on the MTA s greatest achievement. Closed Session Public Employee Appointment Government Code Section 54957(b) (1). Title: Executive Officer. Public Comment -there was none. The Board returned from closed session and the public meeting continued. B. Announce Action taken in Closed Session, if any: Acting Chair Coler announced that in closed session the Board of Directors had given direction to the Executive Officer. C. Director Comments: There were none. D. Executive Officer s Report: Thornton reported that the MTA had received the 4 th Quarter 2017 franchise fees from our providers in the total amount of $949, which was paid to MTA member agencies along with the payment of $30, from the AT&T Audit. In addition, MTA paid the CMCM 4 th Quarter 2017 Comcast and AT&T PEG fees of $190, and $4, from the AT&T Audit for Net Neutrality Update: In December 2017, the FCC approved reversing the existing net neutrality rules effective April 23, Since the approval was published in the Federal Register lawsuits have been filed that include several large and small Silicon Valley companies. In addition some states have D1_Agenda Item_ MTA Bd Mtg_Appr Mar Bd Mtg Minutes_final.docx Page 1

4 introduced legislation or executive orders to provide protections for consumers and businesses in their states. In California, Senator Wiener had introduced SB 822 that was currently in the Senate Rules Committee. It included a provision that government agencies would not buy from companies that do not conform to net neutrality rules. There may be considerable litigation because the FCC ruling prevents states from issuing their own net neutrality rules. The MTA had signed on to a letter from the Cities of New York, Boston and many other cities and counties that was sent to the leaders in Congress indicating the government signatory entities were in opposition to the net neutrality changes. E. Consent Calendar: 1) Approve MTA December 13, 2017 Board Meeting Minutes. 2) Receive MTA FY18 Budget Status Report Through March 8, Director McEntee noted that the name of the member of the public from Mill Valley at MTA s December 2017 Board meeting had been misspelled in the minutes. It should be Mr. Tait. Thornton reported the good news that Comcast had sent a letter MTA regarding channel program changes indicating that in May Comcast will be adding the Smithsonian Channel to its channel lineup. Mr. Tait s concern was that the Smithsonian channel was not on Comcast. Thornton said she would send a letter to inform Mr. Tait of the upcoming addition of the Smithsonian channel. The Acting Chair, noting there was no member of the public in attendance then entertained a motion. M/S/P Coleman/McEntee, to approve Agenda Item 1) and receive item 2) on the Consent Calendar. AYES: ALL NOES: NONE Motion carried. F. Public Open Time for Items Not on the Agenda: There were none. G. Election of MTA Officers and Finance and Policy Committee for 2018: Thornton said the Board recommended action was to elect MTA s Chairperson, Vice Chairperson, and members and an alternate member to the Finance & Policy Committee for a one year term beginning March 2018, in accordance with MTA s By-Laws. Barbara Coler, Vice Chair was currently serving as MTA Acting Chair following Chair Kate Sears rotation off MTA s Board in January Seeing no member of the public in attendance to make comment Acting Chair Coler entertained a motion to nominate the MTA Chairperson and Vice Chairperson. MS/P McCullough/ McEntee, to nominate Acting Chairperson Coler to serve as MTA Chairperson for a term of one year. AYES: ALL NOES: NONE Motion carried. M/S/P McCullough/Burns, to nominate Director McEntee as Vice Chairperson for term of one year. AYES: ALL NOES: NONE Motion carried. Thornton said the 2017 Finance & Policy Committee members were MTA Chair Sears who rotated off the Board in January (County) and Andrew McCullough (San Rafael) who were from the two largest financial contributing agencies, and Joe Burns (Sausalito), Kay Coleman (San Anselmo) as MTA elected D1_Agenda Item_ MTA Bd Mtg_Appr Mar Bd Mtg Minutes_final.docx Page 2

5 members, and Sashi McEntee (Mill Valley) as the designee member appointed by Chair Sears as the By- Laws allow when a Board member of one of the two largest financial contributing agencies serves as MTA Chair. David Kulik (Tiburon) was the F&P Alternate. The Finance & Policy Committee for 2018 will be Barbara Coler as MTA s Chair, Andrew McCullough (San Rafael) and Dennis Rodoni (county of Marin) as the Board members from MTA s two largest financial contributing agencies, and two additional members to be elected by the MTA Board. In addition the Board should elect an alternate member to the committee. M/S/P Burns/McCullough, to appoint Kulik (Tiburon) and McEntee (Mill Valley) as Committee members, and Coleman (San Anselmo) as the Alternate member to the Finance & Policy Committee, for a term of one year. AYES: ALL NOES: NONE Motion carried. Thornton said the 2018 F&P Committee was now composed of MTA Chairperson Coler, and Directors McCullough, Rodoni, McEntee and Kulik with Director Coleman as Alternate. H. Approve Increase in Capital Asset Level: Thornton said the recommended Board action was to approve the MTA s capital asset level to $3,000 beginning with FY 18 and approve the attached Resolution. MTA s current capital asset level was $1000 for purchased and acquired assets which meant that purchased and acquired assets above this level were to be depreciated in the MTA s financial statements. It was recommended that the capital asset level be increased to $3,000. MTA s existing capital asset level was established when to MTA was formed in Increasing the level would simplify MTA s accounting for the minimal equipment that MTA purchases. This change had been discussed with MTA s Auditor, John Maher who agreed it would be appropriate for the MTA. This change would not apply to CMCM Dedicated Access Provider purchases or acquired assets which will remain at a capital asset level of $1,000. There were no Board comments or questions. There were no comments from the public. M/S/P McCullough/Burns, to approve increasing MTA s capital asset level to $3,000 beginning with FY18, and to approve Marin Telecommunications Agency Resolution Adopting the New Capital Asset Level of $3,000 while retaining the $1,000 capital asset level for the CMCM Dedicated Access Provider purchased or acquired assets. AYES: ALL NOES: NONE Motion carried. I. Adjourn. The meeting was adjourned by consensus at 9:00 PM. Respectfully Submitted, Barbara Thornton, Executive Officer April 11, 2018 D1_Agenda Item_ MTA Bd Mtg_Appr Mar Bd Mtg Minutes_final.docx Page 3

6 AGENDA ITEM D-2 MARIN TELECOMMUNICATIONS AGENCY 555 Northgate Drive, Suite 102, San Rafael CA DATE: April 11, 2018 TO: MTA Board of Directors FROM: Barbara Thornton, Executive Officer SUBJECT: AGENDA ITEM D-2: BUDGET STATUS FY18 YTD APRIL 3, 2018 Recommended Action: Receive FY18 Budget Status Report for Operating Fund 8017 and PEG Fund 8018 year-to-date through April 3, Discussion: Attached is the FY18 year-to-date budget status report for MTA Operating Fund 8017 and PEG Fund It reflects the FY18 annual budget approved June 14, 2017, and actual revenues and expenses year-to-date. 1. Operating Fund 8017 presents the data for the agency expense budget and the franchise fee revenues and payments to the members. MTA s FY18 year-to-date revenues are $2,915,750 which is 70% of the approved budget. Operating expenses to date are $2,851,314 which is 68% of the annual budget for the agency s annual operating expenses. 2. PEG Fund 8018 reflects the year-to-date PEG (Public, Education, and Government) revenue and expenses. PEG fee revenues are $672,462 which is 67% of the annual PEG revenue projections. Payments to the CMCM are $670,941 which is 66% of FY18 projections. Fourth Quarter 2017 Franchise and PEG revenues were received and paid to MTA members and CMCM in March 2018, along with distribution of the AT&T Revenue Audit payment received by MTA for the audit review period of July 1, 2014 through June 30, Attachment: - FY18 YTD Budget Status Operating Fund (8017) and PEG Fund (8018) YTD April 3, D2-Agendaitem_ MTA Bd Mtg _FY18 Budget Status YTD _Final.Docx

7 MTA FY18 Budget Approved 6/14/17 Operating Fund 8017 and PEG Fund 8018 YTD Actuals 4/3/18 FY18 Budget YTD 4/3/18 - Operating Fund 8017 FY18 Budget Approved 6/14/17 FY18 YTD Actual 4/3/18 YTD % 4/3/18 Revenues: Franchises 4,160,000 2,891,906 70% Interest 2,500 1,861 74% Other 16,000 21, % Total Revenues 4,178,500 2,915,750 70% Operating Expenses: Professional Services 198, ,983 55% Administration & Financial Services 49,500 30,425 61% Insurance Premiums 10,000 8,844 88% Communications Services 2,900 1,678 58% Rent & Operating Leases 14,000 10,641 76% Memberships, Conference, Webinars 4,500 2,500 56% Travel 2,000-0% Office Supplies 2,500 5, % Total Operating Expenses 283, ,650 59% Net Income 3,894,600 2,747,100 71% Available for Distrbution to Members: Net Income 3,894,600 2,747,100 71% Low Income/Youth Projects CMCM Network Services (21,000) (12,250) 58% Franchise & PEG Fee Audit Marin Broadband Task Force DAP - franchise Fee Funds to CMCM Increase (Decrease) to Reserves 3,873,600 2,734,850 71% Net Distribution to Members 3,873,600 2,670,414 69% Cash: Inflows 4,178,500 2,915,750 70% Outflows** 4,178,500 2,851,314 68% Net Cash Increase (Decrease) 0 64,436 ** Franchise fee payments to members + MTA operating expenses + Member funded expense FY18 Budget YTD 4/3/18 - PEG Fund 8018 FY18 Budget Approved 6/14/17 FY18 YTD Actual 4/3/18 YTD % 4/3/18 Revenues: Franchises (PEG Fees) 1,010, ,462 67% Interest % Total Revenues 1,010, ,621 67% Operating Expenses: Outgoing PEG Fees 1,010, ,941 66% Total Operating Expenses 1,010, ,941 66% Net Income* * $300 to be retained in PEG Fund Balance (8018) C:\Documents and Settings\BThornton\Desktop\ mtg \FINALS\ D2-Att_ MTA Bd Mtg_FY18 Budget Status YTD _final.xlsx FY18 YTD Bdgt Status /9/2018 6:55 PM

8 AGENDA ITEM F DATE: April 11, 2018 TO: FROM: SUBJECT: MARIN TELECOMMUNICATIONS AGENCY 555 Northgate Drive, Suite 102, San Rafael CA MTA Board of Directors Barbara Thornton, Executive Officer AGENDA ITEM F: APPOINT MTA EXECUTIVE OFFICER, APPROVE PROFESSIONAL SERVICES AGREEMENT Recommended Action: Appoint Jean Bonander as MTA s new Executive Officer and authorize MTA s Chair to enter into the professional services agreement for with Jean Bonander for Executive Officer services for May 1, 2018 through June 30, Discussion: In late 2017 MTA s Executive Officer Thornton indicated her desire to retire in early The MTA board appointed a Recruitment Committee comprised of Barbara Coler, Andrew McCullough, Sashi McEntee and Joe Burns to work with the Executive Officer in developing the Recruitment materials, process and initial vetting of candidates. This work culminated with the Board interviewing the final candidates in closed session on March 14, The top candidate selected by the Board to be MTA s new Executive Officer was Jean Bonander who has accepted the position. Jean Bonander brings extensive experience to MTA in executive leadership, civic issue resolution, fiscal efficiency and strategic foresight. She has almost 28 years of experience with Marin County local governments, including extensive service with multiple joint powers authorities and agencies. She has served as the City Manager for the City of Larkspur and Town Administrator for the Town of San Anselmo. She has participated in the formation of and served on and/or chaired several of Marin s joint powers authorities. She is familiar with the responsibilities of the MTA. Jean is an Associate member of SCAN/NATOA and has worked with the Federal Department of Energy, League of California Cities and the California Association of counties to support and/or oppose legislation, and speak at their conferences. She has provided Executive Director leadership, facilitation, project management and speaking experience with California/Illinois local governments, privately held companies and joint powers authorities. Jean has served as the Executive Director of the California Street Light Association (CALSLA) which addresses some of the same or similar telecommunications issues that MTA has followed at the state and federal legislative and regulatory levels. The attached professional services agreement for Executive Officer Services is for the period May 1, 2018 through June 30, It is based upon annual compensation for the Executive Officer Services of $82,000 plus $2,000 for reimbursable direct non-salary expenses. The total contract cost for fourteen months is not to exceed $98,167 including reimbursable direct non-salary expenses of $2,500. Attachment - Professional Services Agreement for Executive Officer Services May 1, 2018 June 30, 2019 F-Agendaitem_ MTA Bd Mtg_Appt Exec Officer_Appr Contract_Final.Docx

9 MARIN TELECOMMUNICATIONS AGENCY STANDARD SHORT FORM CONTRACT MTA contract Log # THIS AGREEMENT is made and entered into this day April 11, 2018 by and between the MARIN TELECOMMUNICATIONS AGENCY, hereinafter referred to as "MTA" and JEAN BONANDER, hereinafter referred to as "Contractor. RECITALS: WHEREAS, MTA desires to retain a person or firm to provide the following services: Executive Officer Services; and WHEREAS, Contractor warrants that it is qualified and competent to render the aforesaid services; NOW, THEREFORE, for and in consideration of the agreement made, and the payments to be made by MTA, the parties agree to the following: 1. SCOPE OF SERVICES: Contractor agrees to provide all of the services described in Exhibit A attached hereto and by this reference made a part hereof. 2. FURNISHED SERVICES: The MTA agrees to: A. Provide access to any facilities necessary for the performance of this Contract. B. Make available all pertinent data and records for review. 3. FEES AND PAYMENT SCHEDULE: The fees and payment schedule for furnishing services under this Contract shall be based on the rate schedule which is attached hereto as Exhibit B and by this reference incorporated herein. Said fees shall remain in effect for the entire term of the Contract. Contractor shall provide MTA with his/her/its Federal Tax I.D. number prior to submitting the first invoice. 4. MAXIMUM COST TO MTA: In no event will the cost to MTA for the services to be provided herein exceed the maximum sum of $98,167 including direct non-salary expenses. 5. TIME OF AGREEMENT: This Agreement shall commence on May 1, 2018, and shall terminate on June 30, Certificate(s) of Insurance must be current on day Contract commences and if scheduled to lapse prior to termination date, must be automatically updated before final payment may be made to Contractor. The final invoice must be submitted within 30 days of completion of the stated scope of services. 6. INSURANCE: All required insurance coverages shall be substantiated with a certificate of insurance and must be signed by the insurer or its representative evidencing such insurance to MTA. The general liability policy shall be endorsed naming the Marin Telecommunications Agency as an additional insured. The certificate(s) of insurance and required endorsement shall be furnished to the MTA prior to commencement of work. Each certificate shall provide for thirty (30) days advance notice to MTA of any cancellation in coverage. Said policies shall remain in force through the life of this Contract and shall be payable on a per occurrence basis only, except those required by paragraph 6.4 which may be provided on a claims-made basis consistent with the criteria noted therein. Nothing herein shall be construed as a limitation of Contractor's liability, and Contractor shall indemnify, hold harmless and defend the MTA, its employees, officers, and agents, against any and all claims, damages, losses and expenses that may arise directly or indirectly from the Contractor s negligent acts or omissions or other wrongful conduct. MTA agrees to timely notify Contractor of any claim brought against the MTA based in whole or in part on the acts or omissions of the Executive Officer. Failure to provide and maintain the insurance required by this Contract will constitute a material breach of the Contract. In addition to any other available remedies, MTA may suspend payment to the Contractor for any services provided during any time that insurance was not in effect and until such time as the Contractor provides adequate evidence that Contractor has obtained the required coverage. A request for a waiver of any of the following insurance requirements must be set forth on Exhibit C attached hereto. A waiver must address reduced amounts of coverage or the type of coverage waived entirely. Page 1 of 7 Rev

10 6.1 GENERAL LIABILITY The Contractor shall maintain a commercial general liability insurance policy in an amount of no less than one million dollars ($1,000,000) with a two million dollar ($2,000,000) aggregate limit. The MTA shall be named as an additional insured on the commercial general liability policy and the Certificate of Insurance shall include an additional endorsement page. (see sample form: ISO - CG ). X Insurance Reduction or Waiver of Coverage Requested (Exhibit C) 6.2 AUTO LIABILITY Where the services to be provided under this Contract involve or require the use of any type of vehicle by Contractor in order to perform said services, Contractor shall also provide comprehensive business or commercial automobile liability coverage including non-owned and hired automobile liability in the amount of one million dollars combined single limit ($1,000,000.00). Insurance Reduction or Waiver of Coverage Requested (Exhibit C) 6.3 WORKERS COMPENSATION The Contractor acknowledges the State of California requires every employer to be insured against liability for workers compensation or to undertake self-insurance in accordance with the provisions of the Labor Code. If Contractor has employees, a copy of the certificate evidencing such insurance or a copy of the Certificate of Consent to Self-Insure shall be provided to MTA prior to commencement of work. X Insurance Reduction or Waiver of Coverage Requested (Exhibit C) 6.4 PROFESSIONAL LIABILITY INSURANCE Coverages required by this paragraph may be provided on a claims-made basis with a Retroactive Date either prior to the date of the Contract or the beginning of the contract work. If the policy is on a claims-made basis, coverage must extend to a minimum of twelve (12) months beyond completion of contract work. If coverage is cancelled or non-renewed, and not replaced with another claims made policy form with a retroactive date prior to the Contract effective date, the contractor must purchase extended reporting coverage for a minimum of twelve (12) months after completion of contract work. Contractor shall maintain a policy limit of not less than $1,000,000 per incident. The amount of the policy deductible or self-insured retention must be declared on Exhibit C. If the deductible or self-insured retention amount exceeds $100,000, the MTA may ask for evidence that contractor has segregated amounts in a special insurance reserve fund or contractor s general insurance reserves are adequate to provide the necessary coverage and the MTA of Marin may conclusively rely thereon. X Insurance Reduction or Waiver of Coverage Requested (Exhibit C) 7. NONDISCRIMINATORY EMPLOYMENT: Contractor and/or any permitted subcontractor, shall not unlawfully discriminate against any individual based on race, color, religion, nationality, sex, sexual orientation, age or condition of disability. Contractor and/or any permitted subcontractor understands and agrees that Contractor and/or any permitted subcontractor is bound by and will comply with the nondiscrimination mandates of all Federal, State and local statutes, regulations and ordinances. 8. SUBCONTRACTING: The Contractor shall not subcontract nor assign any portion of the work required by this Contract without prior written approval of the MTA except for any subcontract work identified herein. If Contractor hires a subcontractor under this Contract Contractor shall require subcontractor to provide and maintain insurance coverage(s) identical to what is required of Contractor under this Contract and shall require subcontractor to name Contractor as additional insured under this Contract It shall be Contractor s responsibility to collect and maintain current evidence of insurance provided by its subcontractors and shall forward to the MTA evidence of same. 9. ASSIGNMENT: The rights, responsibilities and duties under this Contract are personal to the Contractor and may not be transferred or assigned without the express prior written consent of the MTA. 10. LICENSING AND PERMITS: The Contractor shall maintain the appropriate licenses throughout the life of this Contract. Contractor shall also obtain any and all permits which might be required by the work to be performed herein. Page 2 of 7 Rev

11 11. BOOKS OF RECORD AND AUDIT PROVISION: Contractor shall maintain on a current basis complete books and records relating to this Contract. Such records shall include, but not be limited to, documents supporting all bids, all income and all expenditures. The books and records shall be original entry books with a general ledger itemizing all debits and credits for the work on this Contract. In addition, Contractor shall maintain detailed payroll records including all subsistence, travel and field expenses, and canceled checks, receipts and invoices for all items. These documents and records shall be retained for at least five years from the completion of this Contract. Contractor will permit MTA to audit all books, accounts or records relating to this Contract or all books, accounts or records of any business entities controlled by Contractor who participated in this Contract in any way. Any audit may be conducted on Contractor's premises or, at MTA's option, Contractor shall provide all books and records within a maximum of fifteen (15) days upon receipt of written notice from MTA. Contractor shall refund any monies erroneously charged. 12. TITLE: Any and all documents, information and reports concerning this project prepared by the Contractor, shall be the property of the MTA. The Contractor may retain reproducible copies of drawings and copies of other documents. In the event of the termination of this Contract, for any reason whatsoever, Contractor shall promptly turn over all information, writing and documents to MTA without exception or reservation. 13. TERMINATION: A. If the Contractor fails to provide in any manner the services required under this Contract or otherwise fails to comply with the terms of this Contract or violates any ordinance, regulation or other law which applies to its performance herein, the MTA may terminate this Contract by giving five (5) calendar days written notice to the party involved. B. The Contractor shall be excused for failure to perform services herein if such services are prevented by acts of God, strikes, labor disputes or other forces over which the Contractor has no control. C. Either party hereto may terminate this Contract for any reason by giving thirty (30) calendar days written notice to the other parties. Notice of termination shall be by written notice to the other parties and be sent by registered mail. D. In the event of termination not the fault of the Contractor, the Contractor shall be paid for services performed to the date of termination in accordance with the terms of this Contract so long as proof of required insurance is provided for the periods covered in the Contract or Amendment(s). 14. RELATIONSHIP BETWEEN THE PARTIES: It is expressly understood that in the performances of the services herein, the Contractor, and the agents and employees thereof, shall act in an independent capacity and as an independent contractor and not as officers, employees or agents of the MTA. Contractor shall be solely responsible to pay all required taxes, including but not limited to, all withholding social security, and workers compensation. 15. AMENDMENT: This Contract may be amended or modified only by written agreement of all parties. 16. ASSIGNMENT OF PERSONNEL: The Contractor shall not substitute any personnel for those specifically named in its proposal unless personnel with substantially equal or better qualifications and experience are provided, acceptable to MTA, as is evidenced in writing. 17. JURISDICTION AND VENUE: This Contract shall be construed in accordance with the laws of the State of California and the parties hereto agree that venue shall be in Marin County, California. 18. INDEMNIFICATION: Contractor shall indemnify and hold harmless the Agency, its officers, agents, employees and volunteers from all claims, suits, actions, damages or liabilities arising from the willful misconduct, negligent acts, errors or omissions of contractor in performing the services provided by this Agreement. Agency shall promptly notify Contractor of any claims, suits or actions filed against the Agency arising from Contractor s performance of the Agreement. 19. COMPLIANCE WITH APPLICABLE LAWS: The Contractor shall comply with any and all Federal, State and local laws and resolutions affecting services covered by this Contract. Copies of any of the above-referenced local laws and resolutions may be secured from the MTA's contact person referenced in paragraph 20. NOTICES below. Page 3 of 7 Rev

12 20. NOTICES This Contract shall be managed and administered on MTA s behalf by the Contract Manager named below. All invoices shall be submitted and approved by this Contract Manager and all notices shall be given to MTA at the following location: Contract Manager: Barbara Coler, Chair, Marin Telecommunications Agency Location: 555 Northgate Drive, Suite 102 San Rafael, CA Telephone No.: Notices shall be given to Contractor at the following address: Contractor: Address: Jean Bonander 56 Hacienda Drive Tiburon, CA Telephone No.: ACKNOWLEGEMENT OF EXHIBITS Check applicable Exhibits CONTRACTOR S INITIALS EXHIBIT A. x Scope of Services EXHIBIT B. x Fees and Payment EXHIBIT C. x Insurance Reduction/Waiver IN WITNESS WHEREOF, the parties have executed this Contract on the date first above written. APPROVED BY Marin Telecommunications Agency: CONTRACTOR: By: CHAIR By: Name: Jean Bonander Telephone No.: MTA COUNSEL REVIEW AND APPROVAL (Only required if any of the noted reason(s) applies) REASON(S) REVIEW: Standard Short Form Content Has Been Modified Optional Review by MTA Counsel at Marin Telecommunications Agency s Request MTA Counsel: Date: Page 4 of 7 Rev

13 EXHIBIT A SCOPE OF SERVICES (required) Contractor will perform the following duties: Manage the everyday activities of MTA, performing the duties and responsibilities of a working Executive Officer. Staff the Board of Directors (four Board regular meetings per year, and Finance & Policy and other committee meetings as needed), providing agendas and staff reports, anticipating issues as they evolve and recommending action. Provide MTA Orientation for new Board Members. Prepare, recommend and administer MTA s annual budget; coordinate the annual audit. Implement the MTA Strategic Plan through the agency s work plan and operations. Manage video services franchise administration including but not limited to receipt, verification and distribution of franchise revenues, video services provider revenue audits, customer service assistance and other administrative functions. Support the continued development and ongoing operations of the Public, Education and Government Access media center and channels through the creation, negotiation and administration of contracts and oversight of the Community Media Center of Marin operation and PEG funding. Manage the Agreement with the City of Larkspur. Develop, monitor, administer and evaluate all contracts, renegotiating them as necessary. Coordinate with the General Counsel and others on the various issues related to MTA. Work closely with MTA s member agencies, other agencies and the community regarding relevant video services and telecommunications issues. Stay current with legal and regulatory changes that will affect MTA s programs and operations. Represent the MTA Board in dealings with media, member agencies, other governmental agencies and residents. Ensure that all Fair Political Practices Commission filings and other State filings are made. Other duties as assigned or required. Page 5 of 7

14 EXHIBIT B FEES AND PAYMENT SCHEDULE (required) Total Contract Amount: $98,167 Monthly Payment of: $6, Reimbursable Direct Non-Salary Expenses: $2,500 Page 6 of 7

15 EXHIBIT C INSURANCE REDUCTION/WAIVER (if applicable) CONTRACTOR: Jean Bonander CONTRACT TITLE: Marin Telecommunications Agency - Executive Officer Services This statement shall accompany all requests for a reduction/waiver of insurance requirements. Please check the box if a waiver is requested or fill in the reduced coverage(s) where indicated below: Check Where Applicable Requested Limit Amount General Liability Insurance X $ Automobile Liability Insurance $ Workers Compensation Insurance X Professional Liability Deductible X $ Please set forth the reasons for the requested reductions or waiver. General Liability Insurance Not Required, not applicable for the services provided by this Contract. Workers Compensation Insurance Not required. Contractor will perform work without employees. Professional Liability Insurance Not Required, not applicable for the services provided by this Contract. Contract Manager Signature: Date: Title: Page 7 of 7

16 AGENDA ITEM G MARIN TELECOMMUNICATIONS AGENCY 555 Northgate Drive, Suite 102, San Rafael CA DATE: April 11, 2018 TO: FROM: SUBJECT: MTA Board of Directors Barbara Thornton, Executive Officer AGENDA ITEM G: APPOINT MTA LEGAL COUNSEL, AMEND LEGAL SERVICES CONTRACT, APPROVE RESOLUTION Recommended Action: Appoint Inder Khalsa as MTA s General Counsel. Approve MTA Richards, Watson and Gershon Legal Services Contract Amendment No. 3 and approve the attached Resolution. Discussion: MTA engaged Greg Stepanicich of Richards, Watson and Gershon (RWG) as MTA s General Counsel in October 1998 and established a Legal Services Agreement with RWG. This Agreement has been amended twice, on July 10, 2002 and June 13, 2012, to revise the rates. Greg Stepanicich has provided excellent legal services to MTA General Counsel since Inder Khalsa of RWG has been working with MTA along with Greg Stepanicich since early 2017 and at this time, Inder Khalsa will assume Greg Stepanicich s duties as General Counsel of MTA. The attached Amendment No. 3 to the existing RWG Legal Services Contract updates the Agreement to identify Inder Khalsa as MTA s General Counsel. Inder Khalsa s brief biography is attached. In addition, Amendment No. 3 to the Legal Services Contract updates the outdated paragraph 2 Scope of Services of the existing Agreement to reflect an updated current Scope of Services. MTA s Board and Staff express their great appreciation to Greg Stepanicich for his exceptional advice, counsel and guidance to MTA during the last 20 years. It has been invaluable to MTA s success in its various endeavors including negotiating the local Comcast franchise approved in 2006, the transition to DIVCA in 2011 and in establishing and renewing the Dedicated Access Provider (DAP) Agreement with the Community Media Center of Marin. Attachments: - Brief Biography - Inder Khalsa of Richards, Watson and Gershon. - Resolution No xx MTA Amending the Contract for Legal Services with Richards, Watson and Gershon to Name Inder Khalsa as General Counsel. - Third Amendment to Contract for Legal Services. - Contract for RWG Legal Services for the Marin Telecommunications Agency, October 7, G-Agendaitem_ MTA Bd Mtg_Appt Legal Counsel_Amend Contract_Final.Docx

17 Brief Biography Inder Khalsa at Richards, Watson and Gershon Law Firm Inder Khasla is a Shareholder at Richards, Watson & Gershon. In addition to representing cities, she has provided legal advice to a variety of joint powers authorities during her 13 years with RWG. She served as General Counsel of the East Bay Community Energy Authority (EBCE) from January 2017 to March 2018, when the EBCE hired in-house counsel and she transitioned to Special Counsel. She also serves as Assistant General Counsel to the Silicon Valley Clean Energy Authority (SVCE) and the Marin Emergency Radio Authority (MERA), and occasionally assists Marin Clean Energy (MCE). In addition to staffing board meetings, she advises her JPA clients on a wide variety of issues, including transparency and the Brown Act, conflicts of interest under the Political Reform Act and Government Code Section 1090, negotiation of contracts, and development of general governmental and JPA-specific policies, plans, and procedures. G-Att 1_ MTA Bd Mtg_Brief Bio_Inder Khalsa_ docx 4/6/18

18 RESOLUTION NO. A RESOLUTION OF THE MARIN TELECOMMUNICATIONS AGENCY AMENDING THE CONTRACT FOR LEGAL SERVICES WITH RICHARDS, WATSON & GERSHON TO NAME INDER KHALSA AS GENERAL COUNSEL THE MARIN TELECOMMUNICATIONS AGENCY RESOLVES AS FOLLOWS: Section 1. On October 7, 1998, the Marin Telecommunications Agency ( MTA ) approved a Contract for Legal Services with Richards, Watson & Gershon, a professional corporation practicing law in California ( Contract ). Section 2. to MTA. The Contract named Gregory W. Stepanicich as General Counsel Section 3. MTA wishes to amend the Contract to name Inder Khalsa of Richards Watson & Gershon as the new General Counsel to MTA and to update the scope of services. Section 4. The Executive Officer is directed to certify the passage and adoption of this Resolution and execute the Third Amendment to Contract for Legal Services, substantially in the form attached to the Agenda Report that accompanied this Resolution. PASSED AND ADOPTED this day of April, CHAIRMAN ATTEST: MARIN TELECOMMUNICATIONS AGENCY APPROVED AS TO FORM: ATTORNEY FOR MARIN TELECOMMUNICATIONS AGENCY \ v1.doc -1-

19 THIRD AMENDMENT TO CONTRACT FOR LEGAL SERVICES This Third Amendment to the Contract for Legal Services for the Marin Telecommunications Agency is entered into this 11th day of April, 2018 by and between the Marin Telecommunications Agency (the MTA ) and Richards, Watson & Gershon, a Professional Corporation ( RWG ). RECITALS A. The Marin Telecommunications Agency entered into a contract with RWG on October 7, 1998 in which the parties agreed that Richards, Watson & Gershon would serve as General Counsel for the MTA with Greg Stepanicich being the designated General Counsel. B. The Agreement has been amended twice, on July 10, 2002 and June 13, 2012, to revise the rates. C. Inder Khalsa of RWG is assuming Gregory W. Stepanicich s duties as General Counsel of the MTA. D. The MTA desires to update the scope of services provided by RWG. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows: 1. Paragraph 1 of the Contract for Legal Services for the Marin Telecommunications Agency entered into on October 7, 1998, and amended on July 10, 2002 and June 13, 2012 ( Agreement ) is hereby amended to read as follows: The Agency hereby employs the Firm to serve as General Counsel for the Agency. Inder Khalsa is hereby designated as General Counsel. The Firm may, from time to time, utilize other attorneys with the Firm to assist Ms. Khalsa in the performance of this contract. However, Ms. Khalsa shall be the primary attorney performing the services required of the Agency, unless otherwise directed by the Agency Board. 2. Paragraph 2 of the Agreement is hereby amended to read as follows: The Firm shall provide the general legal services typically required by a joint powers authority in addition to those general legal services related more specifically to telecommunications law and the operations of the Agency. Firm also shall provide any other legal services specifically requested by the Board or Executive Officer _1

20 3. All subsequent references to Mr. Stepanicich in the Agreement are hereby revised to read Ms. Khalsa. IN WITNESS THEREOF, the parties have caused this Third Amendment to be executed by their duly authorized representatives as of the date first set forth above. Marin Telecommunications Agency Chair Richards, Watson & Gershon By: Inder Khalsa _1

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26 AGENDA ITEM H MARIN TELECOMMUNICATIONS AGENCY 555 Northgate Drive, Suite 102, San Rafael CA DATE: April 11, 2018 TO: FROM: SUBJECT: MTA Board of Directors Barbara Thornton, Executive Officer AGENDA ITEM H: RECEIVE CMCM S ANNUAL PLAN AND BUDGET FOR JULY 2018 THROUGH JUNE Recommended Action: Receive and consider CMCM s Annual Plan and Budget for July 2018 through June 2019, and as appropriate provide recommendations to the CMCM for consideration in finalizing its Plan and Budget for 2018/2019. Background The MTA and CMCM entered into a new agreement in May 2014 whereby the MTA designated the CMCM as the Dedicated Access Provider (DAP) to operate and manage the PEG access facilities, equipment, channels and media center. This agreement requires the CMCM to provide the MTA annual reports including the Annual Plan and Budget due April 1, 2018 which is a prospective view for the upcoming fiscal year beginning July 1, The Annual Plan and Budget describes the activities and programs planned for with funds and other resources provided by the MTA and others to the CMCM. Key elements of the Annual Plan include: A statement of the anticipated number of hours of PEG access programming to be cablecast divided among the public, education and government channels. Training classes to be offered. Promotional activities planned by CMCM. Other activities planned by CMCM. The operating and capital equipment and facilities budgets which show the projected revenues and expenditures for , planned capital improvements and planned equipment purchases of new or replacement equipment. Michael Eisenmenger, Executive Director of the CMCM will present the Annual Plan and Budget which will provide a basis for the MTA to understand CMCM s operations and financial requirements for 2018/19. The Annual Plan, Budget including capital plan information is attached. As per the DAP Agreement, the MTA shall review the Annual Plan and Budget and may request additional information to ensure that CMCM is complying with and implementing the requirements of the DAP Agreement. Further the Board may make recommendations to the CMCM regarding the Annual Plan and Budget and these recommendations shall be considered by the CMCM as its Board finalizes its Annual Plan & Budget for July 2018 through June H-AgendaItem_ MTA Mtg_CMCM Annual Plan & Budget_FY _final.docx

27 AGENDA ITEM H CMCM Budget for Fiscal Year July 1, 2018 June 30, 2019 The CMCM FY 2018/19 budget reflects total revenue $1,052,700 which includes the 1% PEG fees MTA will be receiving from Comcast, AT&T and Horizon, as well as the Comcast and AT&T PEG fees from the City of Larkspur. Additional revenues are generated from production services & city meetings, interest/dividend income from reserves, other income (donations, grants), course and membership related fees, and MTA s INet/Midas reimbursement. CMCM s FY2018/19 budget reflects a continued increase in revenues associated with the MTA member government meetings as well as for video services contracts with other government agencies and community organizations. CMCM s total planned expenses in FY 2018/19 are $823,245 (versus $792,105 in FY ) resulting in operating surplus of $217,455 before capital equipment expenditures. Planned capital replacement expenditures are $60,000 and $105,000 for City Capital Equipment Installations/Replacements, resulting in a balance of $52,455 for the year for revenues, operating expenses and capital equipment replacements. The Annual Plan indicates the CMCM Board has been planning for and tracking various budget scenarios through 2024/25 fiscal year. They are planning for anticipated increases in PEG fees and earned income revenues as well as potential shortfalls. The goal of the planning is threefold: 1. To ensure essential services to all sectors remain consistent and uncompromised. 2. To continue to build a Capital replacement fund for planned upgrades and replacements. 3. To build a funding reserve for emergency needs in addition to generating operating income from interest and investments. Based on this model, the CMCM s current scenario for annual Capital equipment replacement spending is presented in the annual report for the years 2018/19 through 2024/25. Attachments: CMCM Proposed Annual Plan and Budget FY 2018/19. CMCM 3 Year Budget Comparison H-AgendaItem_ MTA Mtg_CMCM Annual Plan & Budget_FY _final.docx

28 MARIN TELECOMMUNICATIONS AGENCY 555 Northgate Drive, Suite 230 San Rafael, CA (415) Barbara Thornton Community Media Center of Marin Annual Plan and Budget 2018/19 To the MTA Board, April, 2018 The following narrative elements outline our Board s ongoing plans as defined and required by the DAP agreement. Sincerely, Michael Eisenmenger Executive Director CMCM 819 A Street, Suite 21, San Rafael CA ph

29 Community Media Center of Marin Annual Plan and Budget The Community Media Center projects a budget for the fiscal year consistent with prior years and aligned with the four-year budget projections presented as part of the DAP agreement with the MTA. As in past years, our largest budget items continue to be salary related, particularly as government and fee-for-service production work continues to increase. CMCM continues to operate modestly under conservative budgets, carefully navigating restricted and unrestricted funding sources and as a result we have maintained a stable financial outlook. The coming year looks positive across all the sectors CMCM serves and we anticipate more good outcomes in the coming fiscal year. PEG Programming The previously submitted CMCM 2017/18 Annual Report outlined programming statistics across all channels for that fiscal year in more detail. Our current plans are to continue these efforts with an ongoing focus on further developing our education sector. The Community Channel No major changes anticipated to programming content as the Community Channel is largely dependent on programming that Marin residents produce, provide or request to be aired. The Community Channel continues to feature a number of well-produced local and national programs. The Governmental Channel More cities and agencies continue to come on board and/or expand their usage of the Government Channel. This continues to increase our locally produced municipal programming. This is by far our busiest channel, both in amount of content produced and in staff time devoted to it. The majority of MTA's member jurisdictions now air their meetings on the Government Channel. The channel currently carries meetings from San Rafael, San Anselmo, Mill Valley, Larkspur, Novato, Fairfax, Sausalito, Corte Madera, County of Marin, Marin Clean Energy, Ross Valley Sanitary District, Tam School Board, LAFCO. We anticipate Tiburon will be coming to the channel in the new fiscal year. Funding for previous city video installations came from a designated fund of PEG fees previously not distributed to CMCM, which has been exhausted. Current and future funding is budgeted from PEG fees with new installations and upgrades planned carefully from that finite source of funding. This current fiscal year we have four installations underway. One is a fee-forservice contract for the new MCE Concord office that will video conference with their San Rafael location. In addition, we are upgrading our previous installations in Mill Valley and San Rafael, which are now seven years old. A fourth and final installation for the fiscal year will be in Tiburon, which is a new installation. We also replaced the bulk of the audio system in Mill Valley Community Media Center of Marin 2018/19 Annual Budget and Plan 2

30 earlier this year in anticipation of the video upgrade. Our upgraded installations are bringing new capabilities and HD video quality to the council chambers. This enables HDMI inputs for presentation monitors and projections as well as better signal for streaming and cable carriage. The upgrades require careful planning with city staff to ensure systems remain compatible and that no scheduled meetings are missed or compromised due to audio/video mishaps. In addition, we are currently planning for new network encoder installations to carry the HD signal from council chambers back to CMCM for live and delayed cablecast (albeit in down-converted SD). This will enable recording and archiving of the broadcast quality program to our digital archive in HD, as well as making it available on our video-ondemand system. The Educational Channel No major changes are anticipated to Educational programming content types. The Education Channel was launched in 2010 on Comcast Channel 30 and remains a channel of diverse educational content for youth and seniors. Of the county schools, Dominican University remains the most responsive, providing a regular lecture series, occasional special events and sports coverage made possible through support by CMCM. We also receive irregular local content from Tam High, Drake, Redwood, Marin Academy and San Rafael High. This past year we've had a PTE staffer working at the COM program at Drake High where CMCM assisted in building their school's television studio. Through our youth-driven Marin Media Corps we also generate additional local content, which includes coverage of the local conferences among many other local events. The Summer Sports Broadcast Camp will launch its sixth year of Live Pacifics Baseball coverage produced entirely by Marin youth. We hope to expand upon the successful 'broadcast camp' model and offer that intensive program on a quarterly basis to high school students to generate more educational programming such as coverage of school sports, arts and cultural events. Funding for a CMCM staff position to create and sustain this program will need to come from outside sources and donors due to the restricted nature of PEG fees. CMCM staff continue to seek out other quality educational programming from external sources. Content still includes lectures and courses from Yale University, Stanford, Commonwealth Club, Ted Talks, Ink Talks and many others (all free to air). In addition, we seek out local, national and international conference videos on topics of relevance to Marin residents. CMCM Training: Courses and Frequency CMCM training courses began in July 2009 and we have continued the foundation regularly to date. The courses range from a single-session class to four sessions spread over several weeks. We currently offer five basic foundation courses that are required for usage of most equipment. After initial high demand when the center opened, enrollments in the foundation courses have steadily leveled off. To address this, CMCM created many Community Media Center of Marin 2018/19 Annual Budget and Plan 3