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HomeMy WebLinkAboutKCBX1 i AGREEMENT THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this _day of September 2011, by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and KCBX/KCBXnet, hereinafter referred to as Contractor. WITNESSETH: WHEREAS, on November 8, 2007, the parties entered into an Agreement wherein Contractor provides services of cablecasting and recording City Council and Planning Commission meetings through the City's Government Access Channel; and WHEREAS, Section 1 (TERM) of the Agreement provides for the right to extend the agreement for an additional two years; and WHEREAS, the parties seek to extend the term of the Agreement for two years beginning on July 1, 2011, and ending on June 30, 2013. NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows: 2013. TERM. The term of this Agreement shall begin on July 1, 2011 and ending June 30, 2. CITY'S OBLIGATIONS. For providing services as specified in this Agreement, City will pay and Contractor shall receive therefore compensation in a total sum not to exceed $29,800 per year. 3. CONTRACTOR'S OBLIGATIONS. For and in consideration of the payments and agreements herembefore mentioned to be made and performed by City, Contractor agrees with City to provided services as set forth in Exhibit A (Experience, Qualifications and Work Experience) attached hereto and incorporated into this Agreement. Contractor further agrees to the contract performance terms set forth in Exhibit B (Contract Performance) attached hereto and incorporated in the Agreement. 4. AMENDMENTS. Any amendment, modification or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the City Manager of the City. 5. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete agreement between the parties hereto. No oral agreement, understanding or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding or representation be binding upon the parties hereto. 6. NOTICE. All written notices to the parties hereto shall be sent by United States mail, Postage prepaid by registered or certified mail addressed as follows: City City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Contractor KCBX/KCBXnet 4100 Vachell Lane San Luis Obispo, CA 93401 7. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. ATTEST: City Clerk APPROVED AS TO FORM: � f Attorney CITY OF SAN LUIS OBISPO By. o �� City Mans CONTRACTOR B� EXHIBIT "A" Experience, Qualifications and Work Program The partnership of KCBX and KCBXnet, (KCBX) two 501(c)(3) non -profit organizations, have worked together for more than 10 years, sharing facilities and resources as they promote community building through community media. The two agencies operate under the direction of a parallel Board of Directors. The two organizations became partners to share resources as technologies converge and as the two groups move toward a shared goal of increasing the services and quality of community media for our region. The organizations currently operate a training center that provides low -cost and free training for local San Luis Obispo residents. The training center is also available to other nonprofit organizations at no charge or at extremely low rates. The room is also utilized by commercial organizations for various training activities. The room is equipped with 25 state of the art computers and a projector, with the ability to provide conferencing and other multi -media functions. KCBX proposes to meet all specifications included in CABLECAST OPERATIONS Specification No. 90785. KCBX is pleased to have been working with the City of San Luis Obispo since 2000 in this capacity. It has been a successful collaborative partnership, working in concert to improve the quality of the cablecast as well as improve the cablecast systems. When the City purchased new cablecast equipment, KCBX offered advice, training, and feedback. KCBX staff helped to develop a checklist for operators as well as a control room manual and control room quick reference guide. Feedback from KCBX staff was instrumental in improvements that were made by the equipment provider, ID Solutions. subsequent to the installation of the equipment. KCBX staff members have demonstrated that they can professionally and effectively operate all of the cablecast equipment. If awarded this contract, KCBX will utilize the procedures and checklists that have been adopted in consultation with City staff, refining them as necessary to assure excellence. In regard to Special Consideration, KCBX would subcontract with Matrix Mobile TV, to provide off -site meetings or special programs. KCBX staff has worked with, and is familiar with the professional, state -of -the -art equipment owned and available for complex as well as simple programs. KCBX will continue the current agreement to provide information regarding City of San Luis Obispo meetings and activities via our online calendar and our broadcast calendar. A link to the city, as our cablecast partner, is posted under "Community" on our website: htip: / /www.kcbx.orp. KCBX will provide a minimum of two employees for each session. We will continue to have a minimum of four trained operators to allow for illness, vacation, or other required substitutions. One employee will arrive on -site a minimum of 60 minutes prior to the start of each session to prepare for cablecasting. Compensation will be based on dollar amounts contained in the proposal submittal summary. The payment schedule will follow procedures stated in Specification No. 90785. The talented and qualified professionals at KCBX assure that we will meet and exceed the City of San Luis Obispo's cablecast operation requirements: Project Management Frank Lanzone, General Manager, KCBX since 1980 and past manager of public radio KCSM serving the San Francisco Bay Area. For several years he instructed TV and radio operation classes on the faculty of the Telecommunications Dept. at the College of San Mateo before moving to California's Central Coast. Frank is currently the president of California Public Radio. Henry Hadley, Operations Manager, KCBX since 1988, and Video Broadcast Director for the City of San Luis Obispo's cablecast operations since 2000. Experience includes an intensive video production internship with Continental Cablevision of California. BS in Broadcast Communications, University of the Pacific, Stockton, CA. Operations /Production Management Christopher Correa. KCBX Studio Operator since 2004. Chief Operator and primary trainer for KCBX cablecast operations. He wrote the broadcaster's training manual, quick- reference guide and pre - meeting checklist for SLO cablecast operations. He advised city staff on how to redesign the equipment's main control panel for ease of operation and to be more user - friendly. All recommendations were accepted. He designed banner graphics to increase the visibility of logos, enhance the overall aesthetics of the broadcast and designed the banners to represent SLO City colors. He customized the character generator's text so that main title slides at each meeting matched the City's official font. Additionally, he has provided City department heads and the Community Relations Team with presentations about the equipment and cablecast operations. He is an excellent troubleshooter, identifying anomalies and errors, devising solutions, and communicating that information to other cablecast staffers. BA in History. UCLA. Gary Squibbs, Cuesta College Broadcast Technician /Lab Advisor and Supervisor since 2005. Senior Operator for KCBX cablecast operations and Broadcast Operator for KCBX public radio since 2002. Full resumes avaikible on request. CONTRACT PERFORMANCE 1. Ability to Perform. The Contractor warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations. 2. Laws to be Observed. The Contractor shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances, regulations and adopted codes during its performance of the work. 3. Payment of Taxes. The contract prices shall include full compensation for all taxes that the Contractor is required to pay. 4. Permits and Licenses. The Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 5. Safety Provisions. The Contractor shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. 6. Preservation of City Property. The Contractor shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged resulting from the Contractor's operations, it shall be replaced or restored at the Contractor's expense. The facilities shall be replaced or restored to a condition as good as when the Contractor began work. 7. Immigration Act of 1986. The Contractor warrants on behalf of itself and all subcontractors engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 8. Contractor Non - Discrimination. In the performance of this work, the Contractor agrees that it will not engage in, nor permit such subcontractors as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 9. Work Delays. Should the Contractor be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at the City's sole option, be extended for such periods as may be agreed upon by the City and the Contractor. In the event that there is insufficient time to grant such extensions prior to the completion date of the contract, the City may, at the time of acceptance of the work, waive liquidated damages that may have accrued for failure to complete on time, due to any of the above, after hearing evidence as to the reasons for such delay, and making a finding as to the causes of same. 10. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the materials, supplies, equipment or services provided by the Contractor (Net 30). 11. Inspection. The Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of the Contractor are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its contract requirements. 12. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in preparing its invoices to City as a condition precedent to any payment to Contractor. 13. Interests of Contractor. The Contractor covenants that it presently has no interest, and shall not acquire any interest — direct, indirect or otherwise —that would conflict in any manner or degree with the performance of the work hereunder. The Contractor further covenants that, in the performance of this work, no subcontractor or person having such an interest shall be employed. The Contractor certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, the Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City as set forth in the government code Conflict of Interest provisions. 14. Hold Harmless and Indemnification. The Contractor agrees to defend, indemnify, protect and hold the City and its agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to the Contractor's employees, agents or officers that arise from or are connected with or are caused or claimed to be caused by the acts or omissions of the Contractor, and its agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same; provided, however, that the Contractor's duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers or employees. The obligations set forth herein shall not extend to any claims or causes of action arising from any alleged misuse by the City's copyright protected material, which is not directed or controlled by the Contractor. 15. Contract Assignment. The Contractor shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 16. Termination. If, during the term of the contract, the City determines that the Contractor is not faithfully abiding by any term or condition contained herein, the City may notify the Contractor in writing of such defect or failure to perform. This notice must give the Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. T "B" If the Contractor has not performed the work or cured the deficiency within the ten days specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Contractor to said effect. Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the contract except, however, any and all obligations of the Contractor's surety shall remain in full force and effect, and shall not be extinguished, reduced, or in any manner waived by the termination thereof. In said event, the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination, minus any offset from such payment representing the City's damages from such breach. "Reasonable value" includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by the Contractor shall be based solely on the City's assessment of the value of the work -in- progress in completing the overall workscope. The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the City's sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall the Contractor be entitled to receive in excess of the compensation quoted in its proposal. j city of san WIS OBISPO Final City Manager Approval '- prov. ame Date ` proved City Administration C? V a Reviewer Routing List A—RAviewer Name Date Reviewed Finance & Information Technology City Attorney of September 7, 2011 FROM: Michael Codron, Assistant City Manager PREPARED BY: Elaina. Cano, City Clerk SUBJECT: Cablecast Operations Agreement Extension RECOMMENDATION 1) Approve the extension of the agreement with KCBX/KCBX.net for cablecast operations, in the amount of $29,800 each year, with an expiration of June 30, 2013. 2) Approve a contingency in an amount not to exceed an additional $6,000 for additional services and/or coverage at special events. DISCUSSION The City of San Luis Obispo places high priority in effectively engaging its citizens in local government. In support of this goal, the City has established a Government Access Channel (GAC) to provide live cablecast operations for City Council and Planning Commission meetings, and the production of City informational programs. Furthermore, the City has provided access to these meetings as well as special programs on the City's GAC and through video streaming on the City's website. In October 2007, the City Manager awarded and authorized a three -year contract with KCBXIKCBX.net for the City's cablecast operations, which expired as of June 30, 2011. The agreement included an option to extend for an additional two years. The attached contract is to exercise the option to extend the agreement until June 30, 2013. CONCURRENCES The City Attorney has reviewed and approved as to form. KCBX Agreement Extension Page 2 FISCAL IMPACT Sufficient funds have been budgeted, including the requested $6,000 contingency, in the current 2 -year Financial Plan to pay for these services. ALTERNATIVES Request specific changes to be made to the attached agreement. ATTACHMENTS Agreement (including Exhibits) T: \City Manager Reports \City Clerk\2011\KCBX Agreement Extension.doc ' J Page 1 of 2 Cano, Elaina From: Frank Lanzone [frlanzon @kcbx.org] Sent: Thursday, July 28, 2011 5:14 PM To: Frank Lanzone Cc: Cano, Elaina Subject: Re: Agreement Oops! Sorry! We are ok to extend it without changes if that's what you are proposing. I'll be in the office next Tuesday. Thanks, Frank. On Jul 28, 2011, at 5:10 PM, Frank Lanzone <frlanzon kcbx.org> wrote: Hi Elaina, If you are proposing to extend this with out any changes, we a Sent from St. Lucia. I wish! On Jul 25, 2011, at 5:29 PM, "Cano, Elaina" <ecanogslocity.org> wrote: Hello Frank, I hope this email finds you well. As you may be aware, the agreement between KCBX and the City of San Luis Obispo expired on June 30, 2011. This agreement allows for (i) two -year extension, which the City is interested in pursuing. Under the current fiscal constraints of the City and the expiration of the agreement, my hope is that we can come to a consensus as soon as possible. Please let me know if you have any questions or concerns. I look forward to hearing from you. Kindest regards, Elaina Information from ESET NOD32 Antivirus, version of virus signature database 6324 (20110725) The message was checked by ESET NOD32 Antivirus. 7/29/2011