HomeMy WebLinkAbout2009-159 Agrmt - SOU RVTV Services
CITY OF
ASHLAND
AGREEMENT FOR RVTV SERVICES BETWEEN
CITY OF ASHLAND AND SOUTHERN OREGON UNIVERSITY
This Agreement is entered into this 15day of July, 2008, 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 unit of local government or state
agency for the performance of any or all functions and activities that a party
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 refiected in the prior agreements between the City and
SOU and its predecessors, including agreements dated June 11, 1996 and
September 9, 2005; and
B. The 2005 agreement expires on June 30, 2008 and this Agreement is
intended to replace all prior written or verbal agreements between the
. parties; and
C. 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:
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 terminatiori 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, 2010,
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
RVTV Agreement between SOU & CITY 7-15-08
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).
3.2 Engage in the cablecast 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
cablecast free of charge on the designated Public Access channel.
3.4 Provide 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.
3.6 Produce government access programming for the City, the regularly
scheduled bi-monthly City Council meetings, monthly Planning
Commission meetings, annual Budget Hearings 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. 7 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 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
RVTV Agreement between sou & CITY 7-15-08
2
its designated provider, wishes RVTIJ to "package" content for the
channel, a contract for services shall be agreed to by the parties.
3.8 Provide Video on Demand ("VOD"') services to include archiving up
to 1 00 program files of City government access programming for a
period of one year from date of captme. RVTV provides the City with
links to the City website and the City determines program selection for
the VOD services.
3.9 Determine, 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 reasonably appropriate regarding SOU's RVTV activities,
including use of funds and accomplisllments under this Agreement.
3.11 SOU shall immediately report to the City upon becoming aware of
any unexpected development or prob1ems 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-actual financial
statement based on the fiscal year. SOU will certify that the unaudited
annual report provided to the City are the final numbers reported to
SOU by RVTV.
4, PAYMENT, [ORS 190.020(1)(a)1 This agreement involves the payment
of money from the City of Ashland to SOU for RVTV services.
4.1 Subject to the conditions 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 no~ to exceed:
FY 08 - 09 $49,500
FY 09 -10 $50,985
FY 10 -11 $52,515
4.2 When paying for RVTV services under this Agreement, City shall
first utilize PEG fees, if any, collecterl under franchise agreements. In
the event City receives PEG fees in amounts greater than the amounts
specified above, the overage shall be used to purchase additional RVTV
services set forth in Exhibit 1 or PEG equipment upgrades at Ashland
City Council chambers or other city locations.
RVTV Agreement between SOU & CITY 7.15"{)8
3
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.
4.4 Equipment upgrades desired by the City, as contrasted with
replacement, will be funded separately by the City. SOU will be
responsible for repairing and replacing this equipment.
4.5 SOU 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.
4.6 All payments made to SOU under this Agreement should be sent to
the following address:
SOU Business Services
Attn: Valerie Dean, Accounts Receivable
1250 Siskiyou Blvd.
Ashland, OR 97520
4.7 SOU is required t9 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.
5, BUDGET NONAPPROPRIATION The City's obligation to pay and
SOU's obligation to provide services 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 a~ 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
RVTV Agreement between SOU & CITY 7-15.06
4
than thirty (30) days from the determination by the City of the event of
non-appropriation.
5.2 If 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.
7, PERSONNEL. [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, tORS 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)(0.]
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 days (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 3D-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.
RVTV Agreement between SOU & Cln' 7-15-08
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 reflect properly 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.
12.2 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,
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
RVTV Agreement between SOU & CITY 7-15-08
6 ,
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 reason of any error, act or omission of the other,
its officers, employees, agents and contractors pursuant to this
Agreement or the Amendment contemplated herein. Such
indemnification shall also cover claims brought against either party
under state or federal employees' compensation laws. Provided
however, SOU 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 the City of Ashland, its officers,
employees or agents or the negligence of the City of Ashland, 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 Ii<;lble 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 the aggregate for the . liability coverages 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 question between the parties to this Agreement arising out of
or relating to this Agreement, or breach thereof shall be determined by
mediation, arbitration, or litigation. 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
and if either party wants to further pursue the dispute, either party may
request that the dispute be submitted to arbitration before a single.
Rvrv Agreement between SOU & Cny 7.15-08
7
arbitrator agreed to by the parties. If both parties agree to arbitration
but are unable to agree upon an arbitrator, each party shall select an
arbitrator. The arbitrators so chosen shall select a third, and the
decision of a majority of the arbitrators shall be final, binding the parties,
and judgment may be entered thereon. Unless the parties mutually
agree otherwise, any arbitration proceeding shall be conducted in
accordance with the currently in effect Arbitration Rules of the American
Arbitration Association pursuant to ORS 190.720. Notwithstanding the
above, either party may, at its own discretion, elect to resolve disputes
in excess of $50,000 by litigation, if mediation is not successful.
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:
Martha Bennett
City Administrator
20 East Main
Ashland, OR 97520
Southern Oreqon 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.
RVTV Agreement between SOU & CITY 7-15-08
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.
DATED this k day of July, 2008.
CITY OF ASHLAND
By ~C>~ ~v-:
Title ~ cM'\'
Date I \
STATE OF OREGON,
By and through the State Board of Higher Education on behalf of Southern
Oregon un!?s/ty A '.
By - ~(/~
~~sun~ '?1. ). j
Date Ass9dateDirector of 2-'/ 0 r
BuSIness Services .
APPROVED AS TO FORM
APPROVED AS TO
FORM
By:
RVTV Agreement between SOU & CITY 7.15-08
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
meetina 1 oresentation
RVTV Mobile Truck -individually Per Per shoot
ne~otiated Shoot
. Video Productions -average cost $2500
per 15 min. Each production shall
be
a negotiated price, depending on
complexity
Studio Producer 6 classes $501$35*
Field Producer 5 classes $501$35*
*Reduced fee of $35 for residents have completed either the Studio Producer classes or
Field Producer classes.
RVTV Agreement between sou & CITY 7.15-08
10
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8.:1080038 AlIa Page 1/1
CITY OF
ASHLAND
20 E MAIN ST.
ASHLAND, OR 97520
(541) 488-5300
~f ~J'7~H1DATE::g~}?,'~'<; ! _~','_~'lf:'.'olNi!.iMBEFf - >"
7/29/2009 09113
VENDOR: 001245
SOUTHERN OREGON UNIVERSITY
1250 SISKIYOU BLVD
ASHLAND, OR 97520
SHIP TO: City of Ashland
(541) 488-6002
20 E MAIN STREET
ASHLAND, OR 97520
FOB Point:
Tenms: Net
Req. Del. Date:
Speciallnst:
Req. No.:
Dep\.:
Contact: Ann Seltzer
Confirming? No
Li?Qua~~~t QtUnIL' J V;t:.~~ .~~r~:~-~:_', :' ~~,~ ,':- - .:':<3~l~L:=-~'3DesciipiTcrri,~-r~'~_!..'~;='-'~S:Z:_'~:<!;J ~~:~~ '.~ _: ~':~:IT~ ~~:'LUnff'FH.ice::.,_~ = . _.. lE~t; j~rit~,-~,'
"J
RVTV Services provided by SOU, Per 50,985.00
attached agreement. 2nd Year of 2-year
agreement expires on June 30, 2010
,-~
,
31LL TO: Account Payable
20 EAST MAIN ST
541-552-2028
ASHLAND, OR 97520
SUBTOTAL
TAX
FREIGHT
TOTAL
50 985.00
0.00
0.00
50,985.00
Ef'tAccouni~tmnl6erl~\~J\ '!~:.:c:"='''''''''''''''r'-' ~,-",,'''Y~'''/--'l ~;""~JAmoitni~2'htj t~-::*ccou'iit'NUm6ert.1JJ ":~:GD'FROjea'NumlSerd::~t11~(t.~' G.;::gmocunl1rt1[~~
it'_~.~~i:!P,r_oject,NumDer'f~'" -_c;;,
E 1 1 0.0 1 .02.00.6041 6 50 985.00
~ c:t. AU~igna::::.r0 /
VENDOR COPY
A request for a Purchase Order
REQUISITION FORM
CITY OF
ASHLAND
THIS REQUEST IS A:
o Change Order(existing PO #
Date of Request: 1'1 ,,}J iN
Required Date of DeliverylService: I
Vendor Name
Address
City, State, Zip
Teleph-one Number
Fax Number
Contact Name
~Ol JTh.../n rf)( cqDt1 u'f,JU\:.!3
12..,-Q ~Q <J?J'1D ,) f!,{U)
MJflnm t 0L Ii'IU})
,'it.1 / --c \~-..:1- ~ (''1??
~ f.'2.tIHJ-t.") ,-fun~t(d.
SOLICITATION PROCESS
Small Procurement [9-SOte Source D Invitation to Bid
D Less than $5,000 D Written findings attached (Copies on file)
D Quotes (Optional) D Quote or Proposal attached
Coooerative Procurement D Reauest for Proposal
D State of ORfWA contract (Copies on file)
Intermediate Procurement D Other government agency contract D Special I Exempt
D (3) Written Quotes D Copy of contract attached D Written findings attached
(Copies attached) D Quote or Proposal attached
D Contract # D Emeraencv
D Written findings attached
D Quote or Proposal attached
Description of SERVICES
WiJ Juu~~ Pi Ou:d4oL ~ 0DLL
Total Cost
C!r1Perattached~~.
$ '-'--0 J 9?S
Item # Quantity
Unit
Description of MATERIALS
Unit Price
Total Cost
Project Number ______. ___
~(Mftl
~f1
~'
~
[
o Per attached QUOTE
Account Number 112_ -(2l.()& ~i2 ./P'pyjJfiJ
. Items and se/Vices must be charged to the appropriate account numbers for the financials to reflect the actuat ex"
By signing this requisition form, I certify that the information provided above meets the City of Ashland public contracting requirements,
and the documentation can be provided upon request. ~
Employee Signature: Q A.A J &Jl ~ SupervisorlDept. Head Signature:~$ f"
G: Finance\Procedure\AP\Forms\8_Requisition form revised.doc
Updated on: 7121/2009