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HomeMy WebLinkAboutCounty of Mendocino 2007-12-11R AGREEMENT o MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF MENDOCINO AND THE CITY OF UKIAH TO PROVIDE PUBLIC, EDUCATION, AND GOVERNMENT TELEVISION ACCESS TO THE UKIAH VALLEY AREA THIS AGREEMENT is executed this 11TH day of December, 2007, by and between the CITY OF UKIAH, a municipal corporation, hereinafter referred to as "the City," and the COUNTY OF MENDOCINO, hereinafter referred to as "the County". RECITALS WHEREAS, the City and the County have entered into Franchise Agreements with Comcast for cable television services; and WHEREAS, the Franchise Agreements call for Public, Education, and Government (PEG) services; and WHEREAS, the City and County wish to work in collaboration to provide PEG services for the Ukiah Valley Area; and WHEREAS, the City wishes to obtain specialized services in order to facilitate PEG services; and WHEREAS, the County already obtains specialized PEG services through existing contracts with two providers in the Willits and Fort Bragg Areas; and WHEREAS, the County is willing to coordinate the development of PEG services for the Ukiah Valley Area and provide ongoing project management; and WHEREAS, pursuant to Government Code section 6502, two or more public entities by agreement may jointly exercise any powers common to both parties, including exercise of such powers in each other's jurisdictions, and pursuant to Government Code section 6506, such agreement may provide that one party shall be responsible for providing all of the services to each party in exchange for considerations specified in such agreement; and WHEREAS, the City and the County therefore desire to enter into a joint exercise of powers agreement whereby the County shall be responsible for developing and maintaining PEG services for the City and the County for the Ukiah Valley Area in exchange for the City transferring all grant funds collected from Comcast in accordance with Section IG of the Franchise Agreement titled "Grants for PEG Access Production and Programming Equipment." 1 IT IS HEREBY MUTUALLY AGREED AS FOLLOWS: 1. Purpose of Agreement. The County hereby agrees to provide the City with services as stated in the scope of services herein, pertaining to PEG. A summary of the services that will be furnished by County is attached hereto as Exhibit "A". 2. Obligations of the City. The City hereby agrees to meet all of its obligations under this Agreement, including those included in the summary of the City's requirements attached hereto as Exhibit "B". 3. Term of Agreement. The work under this Agreement shall begin December 11, 2007, and shall continue through April 30, 2020. By mutual written consent of the City and the County, this Agreement may be extended or modified. 4. Amount and Manner of Payment by the City. The City agrees to pay, and the County agrees to accept as full and fair consideration for the performance of this Agreement, an amount not to exceed the amount granted to the City from Comcast under Section IG of the Franchise Agreement titled "Grants for PEG Access Production and Programming Equipment." Compensation shall become due and payable within 30 days of receipt of payment from Comcast. 5. Timely Performance. The City and the County agree to meet and confer with regard to services as set forth herein as may be required to insure timely and adequate performance of this Agreement. 6. Hold Harmless/Indemnification. The County shall indemnify, defend and hold harmless the City, its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses, including attorneys' fees, arising out of the performance of this Agreement caused in whole or in part by any negligent act or omission of the County, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by active negligence, sole negligence, or willful misconduct by the City. 7. Termination. This Agreement may be terminated or amended by written consent of both parties, or based on a material breach of the Agreement. A Party shall give written notice to the other Party of its intent to terminate this Agreement based on a material breach by the other Party. The notice shall set forth the acts or omissions which constitute the material breach and the steps required of the Party receiving such notice to cure the breach. The Party giving such notice may terminate the Agreement, if the other Party has failed to cure the breach within thirty (30) days of its receipt of the notice. If the breach cannot be cured within that time, the Party giving such notice may terminate the Agreement, if the other Party has not commenced to cure the breach within that time and diligently completes the cure within a reasonable time. 2 8. Entire Agreement. This Agreement constitutes the entire Agreement between the parties hereto and supersedes any and all prior agreements, whether oral or written, relating to the subject matter thereof. Any modification of this Agreement will be effective only if it is in writing and signed by both parties hereto. 9. Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any way. 10. Authority. County and City each bind themselves, their partners, successors, executors, and administrators and assigns to the other party to this MOU, and to the partners, successors, executors, administrators and assigns of such other party in respect to all covenants of this Agreement; and 11. Assignment. Except as above, neither County nor City shall assign, sublet, or transfer its interest in this MOU without the written consent of the other. 12. Execution of Agreement. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. 13. Applicable Law. Both parties agree that in the performance of this Agreement, each will comply with all applicable State, Federal and local laws and regulations. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action or proceeding to enforce or interpret this Agreement shall be filed and litigated in the California state courts in Mendocino County. 14. Notices. Whenever notice is permitted or required under the terms of this Agreement, it shall be deemed given when received, if delivered personally, by fax or by overnight courier, and 48 hours after deposit in the United States Mail with proper first class postage affixed thereto. Notices shall be sent to the following address or fax number, unless notice of an address change is given as provided herein. CITY OF UKIAH C/O City Manager Ukiah Civic Center 300 Seminary Ave. Ukiah, CA. 95482 Fax: 463-6204 COUNTY OF MENDOCINO C/O Information Services 841 Low Gap Road Ukiah, CA. 95482 Fax: 463-4673 IN WITNESS WHEREOF, the parties hereto have executed these presents in duplicate original the day and year first above written. 3 CITY OF UKIAH Candace Horsley, City Mana er Date I hereby certify that according to t provisions of Government Code Section 25103, delivery of this document has been made. KRISTI FURMAN Clerk 4 of the Board y: , COUNTY OF MENDOCINO jr Chair, Board of Supervisors a //r fn'-. Date ATTEST: 4dfA2 'S4'yL-1-M U Clerk of the Board AP POD AS TO FORM: JEANINE B. NADEL, County Counsel INSURANCE REQUIREMENTS: KRISTIN McMENOMEY, Director General Services Agency By RISK MANAGER 4 EXHIBIT A Summary of Services to be Provided by the County of Mendocino 1. The County shall provide support for the use of cable television PEG access channels provided pursuant to the City and County's Franchise Agreements with Comcast. 2. The County's Contractor shall be responsible for developing and maintaining all aspects of PEG services for the City and the County for the Ukiah Valley Area. 3. The County shall provide ongoing project management for PEG services for the City and County for the Ukiah Valley Area. 4. The County shall regularly coordinate with the designated representative of the City with regard to the tasks described herein. The County shall meet and confer with the City with regard to negotiating third party contracts for PEG services prior to solicitation and selection. 5. For the period prior to February 2009, Channel 3 shall be designated solely for Ukiah Valley (City and County Government) content unless otherwise agreed to in writing by the City and County. The City and County shall share control of all content broadcasted on Channel 3. Unless otherwise agreed to in writing by the City, the City shall have exclusive control of all of the content broadcasted on Channel 3 after the fourth PEG channel is added to the system in February 2009 per the franchise agreement with the cable operator. A. DESCRIPTION OF SERVICES ® OPERATE PUBLIC ACCESS CABLE CHANNEL(S). Operate the public access cable channel(s) for public access programming with the primary purpose being to administer, coordinate, and assist those requesting access on a non-discriminatory basis. ® OPERATE GOVERNMENT AND EDUCATION ACCESS CABLE CHANNEL(S) Manage the operation of educational and government access channel(s) with the primary purpose being to administer, coordinate and assist Ukiah Valley government agencies and educational institutions requesting access on a nondiscriminatory basis. OPERATE A PUBLIC ACCESS CENTER. Manage a video production facility available for public use. ® PROVIDE EQUAL ACCESS. Provide access to the use of the equipment, facilities, channels, and services provided hereunder on a non-discriminatory content neutral basis to all members of the community for non-commercial programming purposes, whether individuals, groups, or organizations, pursuant to operating rules promulgated by the County. 5 DEVELOP OPERATING POLICIES AND PROCEDURES. Develop policies and procedures for use and operation of the public access equipment, facilities, and channel(s). ® COMPLIANCE WITH LAWS RULES, AND REGULATIONS. Administer the channel(s) and facilities in compliance with applicable laws, rules, and regulations and in accordance with the franchise agreement between the City/County and Comcast. ® TRAINING. Train City residents, and provide technical advice in the execution of productions. ® PLAYBACK/CABLECAST. Provide for the playback/cablecasting of programs on the access channel(s). MAINTENANCE OF EQUIPMENT. Provide regular maintenance and repair of all video equipment purchased with monies received pursuant to this Agreement and/or donated, loaned, or leased to Contractor by the City. PROMOTION. Actively promote the use and benefit of the public access channel(s) and facilities to cable subscribers, the community and public access users. PERFORMANCE REVIEW. The County shall conduct an annual performance review of PEG operations. ® OTHER ACTIVITIES. Undertake other public access programming activities and services as deemed appropriate by County and consistent with the obligation to facilitate and promote access programming and provide non- discriminatory access. 6 EXHIBIT B Summary of Obligations of the City 1. The City agrees to transfer to the County all PEG funds paid by Comcast in accordance with Section IG of the Franchise Agreement titled "Grants for PEG Access Production and Programming Equipment" located within the City's designated trust account in the amount of $158,252.81. 2. The City agrees to transfer to the County all future PEG funds paid by Comcast in accordance with Section IG of the City's Franchise Agreement titled "Grants for PEG Access Production and Programming Equipment." 3. At it's own expense, the City shall be responsible for identifying, creating, and/or providing all City programming content for Channel 3. 7