HomeMy WebLinkAbout2023-052 Agrmt - RVTV Servicesrnm
AGREEMENT FOR RVTV SERVICES BETWEEN
CITY OF ASHLAND AND SOUTHERN OREGON UNIVERSITY
This Agreement is entered into the I st day of July, 2023, 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, June 18, 2012, July 25, 2016, and June 2021.
C. The 2021 agreement expires on June 30, 2023 and this Agreement is intended to replace all prior
written or verbal agreements between the parties; and
D. The 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 par -ties agree as follows:
1. 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 30, 2026, unless administratively extended in writing as provided for herein.
The City Manager 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 RESPONSIBILITIES. [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 2023
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 various educational courses in community media at a
nominal fee (TBD). Individuals completing these courses will receive the benefits of usage
of the resources they were trained on, at free or reduced rates.
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 RVTVs telephone response to the City's phone call request for assistance should occur
within a half hour. The City asks that RVTV provide an "on call" phone number that will be
answered by a competent technician.
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, bi-monthly City Council study sessions, monthly Planning
Commission meetings, annual Budget Committee meetings, and up to six additional
televised meetings in Council Chambers.
3.8 Additional media services may be purchased by or under the direction of the City Manager
in an amount not to exceed $15,000 in each fiscal year; such additional services shall be
charged at the rates reflected on the attached Exhibit A, "Southern Oregon Digital Media
Center Production Rate Card".
3.9 RVTV will reserve playback capabilities for a channel provided by the City of Ashland's
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 applicable programming described in 3.7, as well as
additional RVTV programming mutually agreeable to both parties. If AFN, or its designated
provider, wishes RVTV to "package" content for the channel, a separate contract for services
shall be agreed to by the parties.
3.10 Provide Video on Demand ("VOD") services to include archiving up to 150 program 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 within 24hrs of the live
broadcast.
June 2023
3.11 Process automated captioning for all VOD City government access programming.
3.12 Facilitate an optional City branded VOD application ("APP") designed for specific Over
The Top ("OTT") television delivery methods including Android and iOS mobile, IP TV
devices, and SmartTV channels as available. Additional one-time costs for VOD APP
development may be incurred, with the total cost of development charges not to exceed
$15,000 in FY 2024.
3.13 Determine, after consultation and approval by city, use of channels assigned to City.
3.14 In addition to an annual report summarizing key programming related metrics, consumption
trends and program utilization, 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 in amounts not to exceed:
1.) FY 24 $74,000 base charge with additional app development & production services not to
exceed $30,000 for a total not -to -exceed amount of $104,000.
2.) FY 25 $74,000 base charge with additional production services not to exceed $15,000 for a
total not -to -exceed amount of $89,000.
3.) FY 26 $74,000 base charge with additional production services not to exceed $15,000 for a
total not -to -exceed amount of $89,000.
4.2 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.
4.3 Equipment upgrades in City Council Chambers desired by the City will be funded separately
by the City.
4.4 All payments made to SOU under this Agreement should be send to the following address:
SOU Business Services
Accounts Receivable
1250 Siskiyou Blvd.
Ashland, OR 97520
June 2023
4.5 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, including
living wage posting requirements.
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.
5.2 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.
5.3 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.
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)l
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.
June 2023
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
9.4 In the event of termination, City shall compensate SOU for all outstanding work, which shall
be calculated on a pro-rata, monthly basis.
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.
13. HOLD HARMLESS AND INDEMNIFICATION
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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.
16. 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
Joe Lessard
City Manager
20 East Main Street Ashland, OR
97520
Southern Oregon University
Neil Woolf, Exec VP
June 2023
Vice President for Finance and Administration
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.
18. INDEPENDENT CONTRACTOR. SOU together with the operation of RVTV, represents it is an
independent contractor, it holds its own business license, and furnishes its own equipment and staff
members.
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 June, 2023
CITY OF ASHLAND
.. . ... .. .. .. By
Title/ C a 6(c t i
Date 7X ]), 6
ry
SOUTHERN OREGON UNIVERSITY
By
Title Executive Vice President
Date 8/1/2023
June 2023
June 2023