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HomeMy WebLinkAbout2016-185 Agrmt - RVTV CITY OF ASHLAND AGREEMENT FOR RVTV SERVICES BETWEEN CITY OF ASHLAND AND SOUTHERN OREGON UNIVERSITY This Agreement is entered into the _ day of July 2016, by and between THE CITY OF ASHLAND, a municipal corporation (hereinafter "City") and SOUTHERN OREGON UNIVERSITY ("SOU"). RECITALS A. ORS 190.110 and ORS 190.010 authorizes a unit of local government to enter into an agreement with another unit of local government or state agency for the performance of any or all functions and activities that a part to the agreement has authority to perform; and B. The City and SOU have provided cable access television to the community for several years as reflected in the prior agreements between the City and SOU and its predecessors, including agreement dates June 11, 1996, September 9, 2005 and June 18, 2012; and C. The 2012 agreement expires on June 30, 2016 and this Agreement is intended to replace all prior written or verbal agreements between the parties; and D. D. City and SOU enter into this Agreement to identify their roles and responsibilities in the provision of cable access services by SOU through the operation of Rogue Valley Community Television (RVTV); and NOW, THEREFORE, in consideration for the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: I. RECITALS. The recitals set forth above are true and correct and are incorporated herein by this reference. 2. DURATION. [ORS 190.020(1)(e)] Except for termination as provided herein, the term of this agreement shall commence upon approval and execution by both City and SOU and shall terminate on June 20, 2019, unless administratively extended in writing as provided for herein. The City Administrator may extend this Agreement twice, by one year each extension, by indicating in writing to SOU that an extension of the Agreement is sought under the same terms and conditions of this Agreement. The extension shall be effective upon receipt of a document from an authorized SOU representative consenting to the extension under the same terms and condition, allowing for increase in funding as noted herein. 3. SOU SERVICES, FUNCTIONS AND RESPONSABILITIES. [ORS 190.020(1)] SOU shall use its best efforts to achieve the following objectives during the period of this Agreement: 3.1 Operate Rogue Valley Community Television (RVTV) June 2016 3.2 Engage in the cable cast of Public Education and Government (PEG) access programming and subject to this agreement, assume control of, all cable channels and interconnect facilities made available to the City for its use. 3.3 Provide to the citizens of Ashland educational courses in video production. Upon completion, citizens become Certified Producers and are trained in the safe, proper and effective use of RVTV's equipment to produce local community programming that will be cable cast free of charge on the designated Public Access channel. Ashland citizens receive a 20% discount on RVTV studio and field producer classes. 3.4 Provide regular equipment maintenance services and support up to four hours per month to all video and audio equipment at City's council chambers. 3.5 RVTV's telephonic response to the City's phone call request for assistance should occur within a V2 hour. The City asks that RVTV provide an "on call" phone number that will be answered by a competent technician for live broadcasts. 3.6 Ensure proper repair, maintenance and security of equipment purchased for use at the RVTV facility with City funds. All such equipment shall become property of SOU. 3.7 Produce government access programming for the City, the regularly scheduled bi-monthly City Council meetings, monthly Planning Commission meetings, annual Budget Committee meetings, one hour-long live studio show such as Town Hall and up to twelve additional televised meetings in council chambers and up to seven City Band concerts in Lithia Park (weather permitting). Additional services may be purchased by or under the direction of the City Administrator with unrestricted city funds or PEG fees notwithstanding the not-to- exceed limit of this agreement; such as additional services shall be charged at the rates reflected on the attached Exhibit A, "price addendum". 3.8 RVTV will reserve playback capabilities for a channel provided by Ashland Fiber Network (AFN) or its designated cable television provider. If AFN, or its designated cable television provider, chooses to utilize the playback capabilities reserved for its use, SOU agrees to make available all programming listed in 1.7, all programming paid for in the price list for RVTV services and other RVTV programming. If AFN, or its designated provider, wishes RVTV to "package" content for the channel, a contract for services shall be agreed to by the parties. 3.9 Provide Video on Demand ("VOD") services to include archiving up to 100 programs files of City government access programming for a period of one year from the date of capture. RVTV will link the video programming to the City website no later than twelve o'clock noon on the day following the live broadcast. 3.10 Determine, after consultation and approval by city, use of channels assigned to City. June 2016 3.11 SOU shall provide information to the City, upon request, that the City deems reasonable appropriate regarding SOU's RVTV activities, including use of funds and accomplishments under this Agreement. 4. Payment [ORS 190.020(1)(A)] This Agreement involves the payment of money from the City of Ashland to SOU for RVTV services. 4.1 Subject to the condition set out in this Agreement, the City shall pay to SOU for RVTV services included in the body of this agreement from legally available funds, in amounts not to exceed: FY 16 $59,104 FY 17 $60,877 (3% increase) FY 18 $62, 703 (3% increase) 4.2 In 2008 the City reduced the RVTV budget by more than 50% due to changes in Federal regulations. RVTV agreed to continue to provide most of the services with the understanding the City would provide a 3% annual increase for RVTV services to compensate for budget cuts. That practice will conclude at the end of this Agreement. RVTV and the City will determine a fixed annual rate for the FY20 Agreement. 4.3 When paying for RVTV services under this Agreement, City shall first utilize PEG fees, if any, collected under franchise agreements. In. the event City received PEG fees in amounts greater than the amounts specified above, the overage shall be used to purchase PEG equipment upgrades at Ashland City Council Chambers or other city locations. 4.4 City shall provide all necessary information to SOU to establish the City as a vendor of SOU, such information shall include, but not be limited to City's contact information and tax identification number. 4.5 Equipment upgrades in City Council Chambers desired by the City, will be funded separately by the City. 4.6 SOU will credit the City $450 for each in studio show, such as Town Hall when City cancels the show up to twenty-four hours in advance. The credit will show as $145 for the first hour and $100 for each subsequent hour. 4.7 All payments made to SOU under this Agreement should be send to the following address: SOU Business Services Accounts Receivable 1250 Siskiyou Blvd. June 2016 Ashland, OR 97520 4.8 SOU is required to comply with the Ashland Municipal Code by paying a living wage, as defined in City code, to all employees performing work under this Agreement. SOU is also required to post the living wage notice predominantly in areas where all employees assigned to RVTV will see it. 5 BUDGET NON-APPROPRIATION The City's obligation to pay and SOU's obligation to provide services and equipment under this Agreement are subject to non-appropriation of funds in the budget process. 5.3 The amount of money payable to SOU under section 4.1 is subject to final appropriation by the City in the budget process on an annual basis. Notwithstanding the termination provisions herein, termination may also occur for such non-appropriation. Specifically, all City obligations to expend money under this Agreement are contingent upon future appropriation as part of the City budget process and local budget law, and the failure of the Council and Budget committee to make the appropriation shall necessarily result in termination of the Agreement. As such, in the event insufficient funds are appropriated for the payments under this Agreement and the City elects not to utilize any other lawfully available funds, then the City may terminate this Agreement at the end of its current fiscal year, with no further liability or penalty to the City. The City shall deliver written notice to SOU of such termination no later than thirty (30) days from the determination by the City of the event of non-appropriation. 5.4 If sufficient funds are not provided in future legislatively approved higher education budget or the allocation of such budget by the Higher Education Coordinating Commission of SOU to permit SOU in the exercise of its reasonable administrative discretion to continue this Agreement, or if the program for which this Agreement was executed is abolished, notwithstanding any other provision of this agreement, SOU may terminate this Agreement without further liability by giving the City not less than 30 days prior notice. In determining the Availability of funds for this Agreement, SOU may use the budget adopted for it by the Higher Education Coordinating Commission. SOU will include funding in its budget request for each fiscal year sufficient to fulfill the terms of this Agreement. 6 Revenue [ORS 190.020(1)(b)] This agreement does not involve the receipt of revenue which must be apportioned between the parties. Each party shall be solely responsible for revenue, if any received. 7 PERSONNEL [ORS 190.020(1)(D)] No employees will be transferred pursuant to this Agreement. SOU shall be solely responsible for wages and benefits paid to employees working for RVTV. 8 REAL OR PERSONAL PROPERTY [ORS 190.020(1)(d)] There shall be no transfer of title or possession to any real or personal property pursuant to this agreement. 9. TERMINATION [ORS 190.020(1)(F) June 2016 9.1 All or part of this Agreement may be terminated by mutual consent by both parties; or by either party at any time, upon ninety (90) days' notice in writing and delivered by certified mail. In the event of termination of the agreement, each party shall be responsible for its own costs and expenses in complying with the agreement. 9.2 This Agreement may be terminated by either party if the other party commits any material breach of any of the terms or conditions of this Agreement and fails or neglects to correct the same within 30 days after written notice of such breach. If the breach is of such nature that it cannot be completely remedied within the 30-day period, this provision shall be complied with if correction of the breach begins within the 30-day period and thereafter proceeds with reasonable diligence and in good faith to effect the remedy as soon as is practicable. 9.3 This Agreement may be terminated for non-appropriation as specified in Section 5. 10. REMEDIES In the event of termination, SOU shall pay to the City any unexpected funds received by SOU at any time for the City. City shall pay SOU for services rendered and costs incurred by RVTV prior to the termination date. 11. ASSIGNMENT SOU shall not assign or transfer any interest in this Agreement without prior written consent of the City, provided, however, that SOU may subcontract the performance of any provision or obligation required by this Agreement, so long as SOU remains primarily responsible to the City for the performance of such provision or obligation. 12. INSPECTION RECORDS 12.1 City shall maintain books, records, documents, and other evidence and accounting procedures and practices sufficient to properly reflect all costs of whatever nature claimed to have been incurred and anticipated in the performance of this Agreement. The Oregon Department of Higher Education, Oregon Secretary of State, Federal Government and their duly authorized representatives shall have access to the books, documents, papers, and records of City which are directly pertinent to the Agreement for the purpose of making audit, examination, excerpts, and transcript. Such books and records shall be maintained by City for three years from the date of the completion of work unless a shorter period is authorized in writing. City is responsible for any City audit discrepancies involving deviation from the terms of the Agreement. 12.2 City shall have access at all reasonable times, including during normal working hours, to all books and records of RVTV. SOU shall maintain books, records, documents, and other evidence and accounting procedures and practices sufficient to reflect properly all costs of whatever nature claimed to have been incurred and anticipated in the performance of the Agreement. CITY, and their duly authorized representatives shall have access to the books, documents, papers and records of SOU which are directly pertinent to the Agreement for the purpose of making audit, examination, excerpts, and transcripts. Such books and records shall be maintained by SOU for three years from the date of the completion of work unless a shorter period is authorized in writing. SOU is responsible for any SOU audit discrepancies involving deviation from the terms of the Agreement. June 2016 13. HOLD HARMLESS AND INDEMNIFICATION 13.1 The City of Ashland is not providing services but purchasing services through SOU. Accordingly, to the extent permitted by the Oregon Constitution and the Oregon Tort Claims Act, the parties both shall hold each other harmless, defend and indemnify the other from any and all claims, demands, damages or injuries, liability of damage, including injury resulting in death or damage to property, that anyone may have or assert by reasons of any error, act or omission of the other, its officers, employees or agents. Similarly, the City of Ashland shall not be held responsible for any claims, actions, costs, judgments or other damages, directly and proximately caused by the criminal; or wanton acts of SOU, its officers, employees, or agents or the negligence of SOU, its officers, employees or agents. If any aspect of this indemnity shall be found to be illegal or invalid for any reasons whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this indemnification. 13.2 Except as provided for in this Agreement, the City shall not be liable for any obligations incurred by SOU. SOU shall not represent to any person that the City is liable for SOU's obligations; except for such obligations the City may be liable as provided for in this Agreement or as provided by law. 14. INSURANCE City and SOU, at their sole cost and expense shall maintain all risk property and public liability insurance policies on the prospective properties and resources included in this agreement. The initial limits of liability required will be $2,000,000 for each occurrence and $2,000.000 in aggregate for the liability coverage and all property upon completion of construction shall be written on replacement costs basis. 15. DISPUTE RESOLUTION: City and SOU shall attempt to resolve all disputes through staff discussions at the lowest possible level. Both parties to this Agreement agree to provide other resources and personnel to negotiate and find resolution to disputes that cannot be resolved at the staff level. As a next step, claims, disputes or other matters in questions between the parties to this Agreement arising out of or relating to this Agreement, or breach thereof shall be determined by mediation. Disputes shall be initially submitted to mediation by a mediator chosen by the parties. The cost of mediation shall be borne equally by the parties. If the parties are unable to agree upon a mediator within 5 days or if mediation fails to resolve the dispute, either party may mutually agree to any other form of dispute resolution or pursue litigation. NOTICE AND REPRESENTATIVES All notices, certificates, or communications shall be delivered or mailed postage prepaid to the parties at their respective places of business as set forth below or at a place designated hereafter in writing by the parties. City of Ashland Dave Kanner or designee City Administrator 20 East Main Street Ashland, OR 97520 June 2016 Southern Oregon University Designee Contracts Officer 1250 Siskiyou Boulevard Ashland, OR 97520 And when so addressed, shall be deemed given upon deposit in the United Sates Mail, postage prepaid. In all other instances, notices, bills, and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices, bills, and payments are to be given by giving notice pursuant to this paragraph. 17. MERGER This Agreement constitutes the Entire Agreement between the parties. There are no understandings, agreements, or representations, oral or written, not specific herein regarding this agreement. No amendment, consent, or waiver or terms of this agreement shall bind either party unless in writing and signed all parties. Any such amendment, consent, or waiver shall be effective only in the specific instance and for the specific purpose given. The parties, by the signatures below or their authorized representatives, acknowledge having read and understood the Agreement and the parties agree to be bound by its terms and conditions. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in two (2) duplicate originals, either as individuals, or by their officers' thereunto duly authorized. DATED this day of July, 2016 S CITY OF ASHLAND By a ~-e Titled t'~ ► S Date 1zv~'~ SOUTHERN OREGON UNIVERSITY By Title Date June 2016 Southern Oregon University Designee Contracts Officer 1250 Siskiyou Boulevard Ashland, OR 97520 And when so addressed, shall be deemed given upon deposit in the United Sates Mail, postage prepaid. In all other instances, notices, bills, and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices, bills, and payments are to be given by giving notice pursuant to this paragraph. 17. MERGER This Agreement constitutes the Entire Agreement between the parties. There are no understandings, agreements, or representations, oral or written, not specific herein regarding this agreement. No amendment, consent, or waiver or terms of this agreement shall bind either party unless in writing and signed all parties. Any such amendment, consent, or waiver shall be effective only in the specific instance and for the specific purpose given. The parties, by the signatures below or their authorized representatives, acknowledge having read and understood the Agreement and the parties agree to be bound by its terms and conditions. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in two (2) duplicate originals, either as individuals, or by their officers' thereunto duly authorized. DATED this day of July, 2016 CITY OF ASHLAND $ Title Date SOUTHERN OREGON UNIVERSITY By ~ - Title Date June 2016 Addendum City of Ashland Price List for RVTV Services The following applies to all services not included in the Agreement for Services Service Description Unit Fee Live government meeting in Per Hour $145/first hour council chambers $100/each additional hour Studio based live call-in TV Per Hour $550 production City Band Per Concert $550 Single camera shoot for a Per Shoot $250 meeting/presentation LIVE multi-camera field $2,500 production - individually negotiated Video Productions - average $1,500 cost per 5 minutes. Each production shall be a negotiated price, depending on complexity Studio Producer 4 classes $25ea. Class / $95courser Field Producer 4 classes $25ea. Class / $95 courser r This price reflects a 20%o discount for Ashland residents. June 2016