HomeMy WebLinkAbout2012-146 Agrmt - SOU - RVTV Services 't
CITY OF
ASHLAND
AGREEMENT FOR RVTV SERVICES BETWEEN
CITY OF ASHLAND AND SOUTHERN OREGON UNIVERSITY
., $I?r rnd -7/�7/a jO--
This Agreement is entered into the day of June 2012, by and between THE CITY OF
ASHLAND, a municipal corporation (hereinafter"City"), and the State of Oregon acting by and
through the State Board of Higher Education on behalf of 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 unity 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 agreements dates June 11, 1996 and September 9, 2005; and
C.The 2008 agreement expires on June 30, 2012 and this Agreement is intended to replace
all prior written or verbal agreements between the parties; and
D.City and SSOU 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, THEREOFRE, 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.
2.13URATION. [ORS 190.020(1)(e)] Except for termination as provided herein, the tern of
this agreement shall commence upon approval and execution by both City and SOU and
shall terminate on June 30 2014, unless administratively extended in writing as provided
for herein. The City Administrator may extend this Agreement twice, by one year each
1
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 conditions, 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).
3.2Engage 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 and facilities. Certified Producers are granted access
to RVTV facilities and equipment to produce local community programming that will be
cable cast free of charge on the designated Public Access channel.
3AProvide regular equipment maintenance services up to four hours per month to all video
equipment at City's council chambers. All such equipment is the property of CITY.
3.5 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.
3.6Produce government access programming for the City, the regularly scheduled bi-monthly
City Council meetings, monthly Planning Commission meetings, annual Budget Hearing
per fiscal year, one hour-long monthly 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 additional services shall
be charged at the rates reflected on the attached Exhibit A, "price sheet addendum".
3.7RVTV will reserve playback capabilities for a channel provided by Ashland Fiber
Network (AFN) or its designated cable television provider. If AFN, or its designated
2
cable television provider. If AFN, or its designated 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.
3.8Provide Video on Demand ("VOD") services to include archiving up to 100 program files
of City government access programming for a period of one year from the date of
capture. RVTV provides the City with links to the City website and the City determines
program selection for the VOD services.
3.9Determine, after consultation and approval by city, use of channels assigned to City.
3.10 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.
3.11 SOU shall immediately report to the City upon becoming aware of any unexpected
development or problems regarding programming or fiscal considerations which may
jeopardize the provisions of service under this Agreement.
3.12 SOU shall provide an unaudited annual report to the City prior to September 30 of each
year regarding RVTV workshops and training conducted; government and public access
programming; revenue and capital and operating expenses and a budget-to-
4.PAYMENT [ors 190.020(l)(A)J 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 12 - 13 $54,090
FY 13 — 14 $55,712
FY 14— 15 $57,383
4.2 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
3
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.
4.3 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.
4.4Equipment upgrades in City Council Chambers desired by the City, will be funded
separately by the City.
4.5SOU will credit the City $450 for each in studio show, such as Town Hall when City
cancels the show up to twenty four-(24) hours in advance of the scheduled show and will
credit the City for cancelled meetings when the 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.
4.6A11 payments made to SOU under this Agreement should be sent to the following address:
SOU Business Services
Accounts Receivable
1250 Siskiyou Blvd.
Ashland, OR 97520
4.7SOU 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 and to any
subcontractor who performs 50% or more of the service work under this Agreement.
SOU is also required to post the living wage notice predominantly in areas where all
employees will see it.
S.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.
5.1 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
4
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.
5.21f sufficient funds are not provided in future legislatively approved budgets 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 Joint Ways and Means Committee of the Oregon Legislative
Assembly. SOU will include in its budget request for each fiscal year sufficient for 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.
TPERSONNEL [ORS 190.020 (1)(c)] 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(I)(f)]
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.
9.2This 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
5
thereafter proceeds with reasonable diligence and in good faith to effect the remedy as
soon as is practicable.
9.3This 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 unexpended funds
received by SOU at any time from 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 the 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 transcripts.
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.
12.2City 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 wha6tever 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
6
period is authorized in writing. SOU is responsible for any SOU audit discrepancies
involving deviation from the terns of the Agreement.
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. 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 reason 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.
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
7
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
City Administrator
20 East Main
Ashland, OR 97520
Southern Oregon University
Beth Sunitsch
Contracts Officer
1250 Siskiyou Boulevard
Ashland, OR 97520
And when so addressed, shall be deemed given upon deposit in the United States 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 specified herein regarding
this agreement. No amendment, consent, or waiver or terms of this agreement shall bind either
party unless in writing and signed by 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, 2012.
CITY OF ASHLAND
8
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.
9
DATED this 16 day of 10 2012.
CITY OF ASHLAN
Byl�> _
Title cry a�;)n,'J,5v2A�2
Date 6 ig 1 12
STATE OF OREGON
By and through the State Board of Higher Education on behalf of Southern Oregon University
By ZZICc,ct
Title j/`°/=/{
Date Co
VED AS TO FORM APPROVED AS TO FORM
By
Doug as M. McGeary
Title Assis t City Attorne
Date May 21, 2012
o l0 9 77,�6
9
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 $450
production
City Band Per Show $350
Single camera shoot for a Per Show $250
meeting/presentation
RVTV Mobile Truck — Per Shoot Per Shoot
individually negotiated
Video Productions—average $2,500
cost per 15 min. Each
production shall be a
negotiated price, depending on
complexity
Studio Producer 6 classes $50/$35*
Field Producer 5 classes $50/$35*
*Reduced fee of$35 for residents who have completed either the Studio Producer classes or
Field Producer classes.
10
CITY RECO RIDER Page 1 / 1
�.
CITY O F
-AS H LAN D DATE PO NUMBER
20 E MAIN ST: 7/12/2012 10978
ASHLAND, OR 97520 -
(541)488-5300
VENDOR: 001245 _ SHIP TO: City Of Ashland { .
SOUTHERN OREGON UNIVERSITY (541) 488-6002
1250 SISKIYOU BLVD 20 E MAIN STREET
ASHLAND, OR 97520 ASHLAND, OR 97520
FOB Point: Req.No.:
Terms: Net Dept.:
Req. Del. Date: Contact: Ann Seltzer
Special Inst: Confirming? NO
Quantity Unit .Description Unit Price Ext.Price
THIS IS A REVISED PURCHASE ORDER
RVTV Services - FY 2013 54,090.00
Intergovernmental Aqreement
Approved by Council July 17, 2012
SUBTOTAL 54 090.00
BILL TO:Account Payable TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2028 TOTALI 54,090.00
ASHLAND, OR 97520
Account Number Project Number- Amount Account Number Project Number Amount
E 110.01.02.19.604160 54 090.00
AuthorUed Signature VENDOR COPY
FORM #3 CITY OF
ASHLAND
REQUISITION Date of request:
Required date for delivery: f
Vendor Name Sg n
Address,City,State,Zip
Contact Name&Telephone Number
Fax Number 1115,a LL//
,`L�f •,SS•2 — /a 719 — � lr7,a (�6rl.ylZiti
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Emergency
❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form#13,Written findings and Authorization
❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached
❑ Written quote or proposal attached
❑ Small Procurement Cooperative Procurement
Less than$5.000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon
❑ Direct Award Date approved by Council: Contract#
❑ VerbalMritten quote(s)or proposals) ❑ State of Washington
Intermediate Procurement ❑ Sole Source Contract#
GOODS&SERVICES ❑ Applicable Form(#5,6,7 or 8) ❑ Other government agency contract
$5,000 to$100.000 .❑ Written quote or proposal attached Agency
❑ (3)Written quotes attached - ❑ Special Procurement Contract#
PERSONAL SERVICES ❑ Form#9,Request for Approval InlergovernmentalAgreement
$5,000 to$75,000 ❑ Written quote or proposal attached ❑ Agency
❑ Less than$35,000,by direct appointment Date approved by Council: Date original contract approved by Council:
❑ 3 Written proposals attached Valid until: Date (Date)
Description of SERVICES Total Cost
$
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
❑ Per attached quote/proposal a TOTAL COST
Project Number______•___ Account Number
F/�
Account Number___•__- -______ Account Number -__-_
'Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures.
IT Director in collaboration with department to approve all hardware and software purchases:
IT Director Date Support-Yes/No
signing this MIFF m,l certify that the City's public contracting requirem fits have.been satisfied
Employee Signature: Department Head Signature: ,�I"in, C t
(Equal to or greater than$5,000)
Additional signatures(if applicable):
Funds appropriated for current fiscal year. / NO
Finance Director-(Equal to or greater than$5,000) Date
Comments:
Form#3-Requisition