Dissolution of the Villa Park Community Access

OLD BUSINESS
AGENDAITEM# ~1
CITY OF VILLA PARK
CITYCOUNCIL
November 17, 2009
To:
Honorable City Council/Members of the VPCATV Corporation
From:
Lori Sassoon, City Manager(~5~..}
SUBJECT:
DISSOLUTION OF THE VILLA PARK COMMUNITY ACCESS
TELEVISION CORPORATION (VPCATV) AND
RESTRUCTURING OF THE VPTV FUNCTION
DATE:
November 9, 2009
BACKGROUND
As part of the City’s FY 2009/10 Priorities and Work Plan, staff recommended that the
City Council consider a restructuring of the VPCATV Corporation. The purpose of this
potential restructuring would be to build on the successes of VPCATV to date, while
seeking to contain long-term costs and address technical issues with the operations of
VPCATV.
At the August 25 City Council meeting, the Council received a report regarding the
potential restructuring (Attachment 1). The Council then unanimously voted to direct
staff to pursue the restructuring of VPCATV, and to prepare the transition plan.
Following that meeting, staff developed a draft transition plan that was presented to the
City Council and VPCATV Board of Directors at the Annual Meeting of the Members of
the VPCATV, which was held on September 2. At that meeting, the City Attorney also
provided information regarding the legal issues surrounding the potential dissolution of
the non-profit corporation, and the distribution of its assets. A lengthy discussion was
held at that meeting regarding the concepts, and no action was requested or taken by
either the Council or the Board.
On September 22, the City Council authorized the City Manager to initiate the
restructuring of VPCATV as outlined in the transition plan, and called a special meeting
of the VPCATV Corporation in order to dissolve the corporation for November 17.
Pursuant to Article VI, Section 2(a), the duty and power to dissolve the corporation rest
exclusively with the Members of the corporation, who are the members of the City
Council.
Upon the Council’s vote to dissolve the corporation, the City Attorney will assist staff in
preparing paperwork that must be submitted to the Attorney General’s Office prior to
disposition of the Corporation’s assets. The VPTV Board will need to provide the City
will a list of the assets and their approximate values, along with other paperwork. Upon
approval of documents by the Attorney General and Secretary of State, the
Corporation’s assets will be transferred to the City.
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In the meantime, the operational transition can move ahead. The attached updated
transition plan (Attachment 2) outlines the plans for assumption of the VPTV
responsibilities as of December 1. Staff will work with Carl Odium on transitioning the
engineering duties, and we will have a transitional vendor on board to provide services
beginning with the December 15 Council meeting. Longer term, we will be assessing
the state of the VPTV equipment to determine what can remain and/or what is needed
to address the technical issues. Staff will report back to the City Council regularly
concerning these matters and seek authorization as we move ahead.
At the December Council meeting, staff will propose an ordinance creating a new Cable
TV Advisory Commission, with members appointed by the City Council. One of the
members of the current VPTV Board has indicated she would be willing to serve on the
new Commission, and it is hoped that others will also agree.
FISCAL IMPACT
None by this action. The City will receive an estimated $60,000 in video franchise fees
this fiscal year, in addition to PEG support fees. In prior fiscal years, the pass through of
a portion of franchise fees and all PEG fees to the VPTV Corporation has totaled
$30,000 to $50,000 annually.
The operating cost of the new VPTV operation will be significantly lower on an
annualized basis, although there are likely to be initial one-time costs for equipment
repairs and/or upgrades. Staff estimates an operating budget of approximately $30,000
annually for the operation, including the cost of live web streaming.
With the City’s assumption of VPTV assets, including the Corporation’s funds that were
originally derived from the City, funds will be available for necessary equipment
investments. Staff will move ahead to contract for necessary services as outlined in the
Transition Plan.
As part of the mid-year budget review in January, a specific budget for this function will
be brought to the City Council for approval.
RECOMMENDATIONS
It is recommended that the Members of the Corporation vote to dissolve the Villa Park
Community Access Television Corporation, and authorize the City Manager to take all
actions necessary to facilitate the dissolution of the corporation and to assume the
operations of VPTV effective December 1.
ATTACHMENTS
1. August 25 Staff Report
2. Updated VPCATV Transition Plan
At ~
NEW BUSINESS
AGENDAITEM# ~3
I~
CITY OF VILLA PARK
CITYCOUNCIL
August 25, 2009
To:
Honorable City Council
From:
Lori Sassoon, City Manager
SUBJECT:
DISCUSSION REGARDING POTENTIAL RESTRUCTURING OF
THE VILLA PARK COMMUNITY ACCESS TELEVISION
CORPORATION (VPTV)
/
I
i~U ~
BACKGROUND
As part of the City’s FY 2009/10 Priorities and Work Plan, staff recommended that the
City Council consider a restructuring of the VPTV Corporation. The purpose of this
potential restructuring would be to build on the successes of VPTV to date, while
seeking to contain long-term costs and address technical issues with the operations of
VPTV. The purpose of this staff report is to provide the City Council with staffs initial
thoughts regarding this matter, and to obtain direction from the Council regarding next
steps.
It is important to note that VPTV has a long history in Villa Park, operating as a non
profit corporation since 1985. The City Council members are the Members of the
corporation, appointing a seven member Board of Directors. The VPTV Board has
historically operated the City’s Public, Education, and Government (PEG) channel on
the cable system. The VPTV program is also augmented by involvement of students
from Villa Park High School and its media studies class. Funding for VPTV has been
provided by the City pursuant to a City Council resolution that passed through 47% of
cable franchise fees and 100% of PEG support fees collected from cable/video
subscribers. As you recall, in May 2009 the City Council suspended the pass-through of
franchise fees for FY 2009/10, in recognition of the State’s uncertain budget situation
and that the VPTV Corporation had sufficient funds on hand to operate for close to the
entire fiscal year.
The VPTV Board of Directors has worked diligently to oversee the operations of the
channel, as has its technical consultant. The purpose of a restructuring effort would be
to build on this work, while providing a sustainable model for the future.
At the August 5 meeting of the VPTV Board of Directors, staff discussed several
concepts and benefits regarding the potential restructuring, including the following:
•
•
Since providing access to government programming is a core government
service, responsibility for providing that service should rest with the City and its
staff.
Along the same lines, it is the City’s responsibility to fund the operations of its
cable channel, and to deal with any technical difficulties that arise. It is very
Page 2 of 2
•
•
•
•
•
difficult for any volunteer board, even one as dedicated as the VPTV Board, to
manage day-to-day operations.
Restructuring so that the City is responsible for managing the financial affairs of
the cable channel would mean that the expense of an additional annual audit
would be avoided; this budget would be audited as part of the City’s regular
annual audit.
The VPTV Board would be retained to act in an advisory capacity to the City
Council on cable TV issues, including public access programming and customer
service standards.
The VPTV Technical Consultant would come on as a part-time City employee to
provide continuity in the transition.
VPTV would continue to air programming that is provided through the Villa Park
High School media program, and to work with those students on various
production projects.
VPTV’s unallocated PEG funds, which must be used for capital equipment
associated with the PEG channel, could be used to improve City Hall production
facilities in order to address recurring technical issues.
The VPTV Board’s initial response to these concepts was mixed. Some were generally
supportive of the ideas, while others expressed concerns regarding operations being
assumed by City staff. Many of the Board Members indicated they would likely resign
from the Board if the City were to pursue the restructuring, although staff would certainly
discourage this.
Discussion and Next Steps
At this point, general direction regarding this matter is needed from the City Council. If
the City Council wishes to pursue restructuring VPTV, staff will prepare a transition plan
that would detail the transition and establish timelines. This analysis would require input
from the City Attorney, who has already begun to prepare some information concerning
how the VPTV non-profit entity would be addressed.
If the City Council wishes to proceed with considering this matter, it could be discussed
at the upcoming annual meeting of the VPTV Board of Directors and the City Council,
which is scheduled for September 2.
That meeting would provide an excellent
opportunity for the City Council and Board Members to discuss the matter prior to a final
decision by the City Council.
FISCAL IMPACT
None by this action.
RECOMMENDATIONS
It is recommended that the City Council discuss and provide direction to staff regarding
the restructuring of VPTV.
ATTACHMENTS
None
A~A~t~-~
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VPTV Transition Plan
Updated November 10, 2009
City Manager ~ Office
Task 1: Discuss transition with the VPCATV Board of Directors; seek to preserve
volunteer involvement. (Completed)
• Staff recommends a new Cable TV Advisory Board, established by ordinance
• Volunteers could also continue with public access production work, production
training, other areas of interest by volunteers. All volunteers are encouraged to
continue serving
Task 2: Evaluate and address legal issues. (Completed)
• City Attorney has provided analysis to City Council and provided staff with
steps/paperwork required after Council’s vote
Task 3: Contract for taping of City Council, Town Hall meetings and basic channel
operations during initial transition. (In progress)
• Transitional vendor has been identified. Estimated cost of $800- $1000 per
meeting ($10,000 $12,000 per year).
• City Council meetings will be streamed live on the web during the transition
time. (Estimated cost for hosting live streaming for up to 90 viewers $200300/month)
• Focus will be pared down to production of government meetings only; other
programming will be provided/produced by volunteers and/or public access
producers
• New vendor will work with Technical Consultant to transition engineering,
bulletin board functions to transitional vendor. City staff will coordinate public
access equipment check-out.
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-
Task 4: Transition assets of the Corporation to City administration (In progress)
• Obtain inventory of equipment from VPCATV Technical Consultant
• Transition corporation bank accounts to City
• Establish City budget for operations
Task 5: Coordinate with VPHS media studies program regarding transition issues (In
progress)
• Continue to give VPHS use of the “studio” back room by the HS program during
the transition. (Note City would not have staff to assist w/the HS production
work; Carl has been involved in the past.)
• Student shows will still be submitted by VPHS for programming on Channel 3
• Coordinate w/Dr. Bartrorn to ask students to produce special programming
regarding city events (Boat Parade, Annual Picnic, etc.)
• Look for other ways to involve and support VPHS media students
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Task 6: Evaluate Council Chamber and production facilities; make facilities
improvements to address technical issues (Not yet in progress)
• Identify vendor for assessment of equipment/facilities and recommended
improvements. PEG capital funds are available for this purpose. Improvements
may need to be phased over time
• Consider installation of remote channel management equipment, remote camera
operation to allow for operations with minimum personnel (Estimated one-time
cost of $20,000)
Task 7:
Identify vendor to provide longer-term channel management and Council
meeting support. (In progress)
• Public Cable Television Authority (PCTN) is interested in this work. Would
require first an upgrade to equipment. Estimated cost of $1,600 per month for
taping Council meetings, maintaining playback system, updating video bulletin
boards, and all other channel management tasks.
• Work with CSUF to become an internship site for film students. Film interns
would produce local special programming for special events.
Transition Timeline:
September 2: Meeting with Council, Board to discuss draft transition plan (DONE)
September 3 22:
Invite community feedback on the VPTV Transition Plan via e
Net, website postings (DONE)
—
September 22: City Council meeting; City Council considers restructuring of VPTV. If
Council approves restructuring, motion is made to call a special meeting of the
Corporation, in order to dissolve the Corporation. Per Article VII, Section 3(b), notice is
served to an Officer of the corporation, then the meeting must be held 35-90 days of
receipt of that notice from the Members. (DONE)
November 17: City Council meeting; acting as the Members of the VPCATV
Corporation, City Council takes action to dissolve the corporation. As City Council,
action is taken to establish the budget for VPTV operations.
December 1: City assumes VPTV operations
Mid-December: Paperwork is prepared by City Attorney/City Manager and submitted to
Attorney General
January: Following Attorney General approval, paperwork submitted to Secretary of
State for endorsement.
February: Secretary of State endorsement is received; assets transfer to the City. Final
paperwork is submitted to the Attorney General verifying the transfer.
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