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AGREEMEN T
THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this day o f
dJOU (vj& (2007, 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 August 22nd, 2007 the City requested proposals for the cablecast operations tha t
would provide for live coverage of City Council and Planning Commission meetings and other cablecas t
related services per Specification No . 90785 .
WHEREAS, pursuant to said invitation No . 90785 Contractor submitted a proposal that wa s
accepted by City for said cablecast operations for live coverage of City Council and Planning Commissio n
meetings and other cablecast related services .
NOW THEREFORE, in consideration of their mutual promises, obligations and covenant s
hereinafter contained, the parties hereto agree as follows :
1.TERM .The term of this Agreement shall be three years and six months beginning on
January 1, 2008 and ending June 30, 2011 . The agreement may be extended by mutual agreement for a n
additional two years .
2.INCORPORATION BY REFERENCE .City Specification No . 90785 and
Contractor's proposal dated September 27, 2007, are hereby incorporated in and made a part of thi s
Agreement .
3.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 .
4.CONTRACTOR'S OBLIGATIONS.For and in consideration of the payments and
agreements hereinbefore mentioned to be made and performed by City, Contractor agrees with City t o
provided services as set forth in Exhibit A (Experience, Qualifications and Work Experience) attache d
hereto and incorporated into this Agreement . Contractor further agrees to the contract performance term s
set forth in Exhibit B (Contract Performance) attached hereto and incorporated in the Agreement .
44s
5.AMENDMENTS .Any amendment, modification or variation from the terms of thi s
Agreement shall be in writing and shall be effective only upon approval by the City Administrative Office r
of the City .
6.COMPLETE AGREEMENT .This written Agreement, including all writing s
specifically incorporated herein by reference, shall constitute the complete agreement between the partie s
hereto . No oral agreement, understanding or representation not reduced to writing and specificall y
incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding o r
representation be binding upon the parties hereto .
7.
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 Clerk
City of San Luis Obisp o
990 Palm Street
San Luis Obispo, CA 9340 1
KCBX/KCBXne t
4100 Vachell Lane
San Luis Obispo, CA 934 0
8.AUTHORITY TO EXECUTE AGREEMENT .Both City and Contractor do covenan t
that each individual executing this agreement on behalf of each party is a person duly authorized an d
empowered to execute Agreements for such party .
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the da y
and year first above written.
City
Contractor
CITY OF SAN LUIS OBISP O
By :
City Administrative Office r
ATTEST :
/.,
APPROVED AS TO FORM :
CONTRACTO R
City A mey
B
~•EXHIBiT "A''•
Experience, Qualifications and Work Progra m
The partnership of KCBX and KCBXnet, (KCBX) two 501(c)(3) non-profi t
organizations, have worked together for more than 10 years, sharing facilities an d
resources as they promote community building through community media . The tw o
agencies operate under the direction of a parallel Board of Directors .
The two organizations became partners to share resources as technologies converge an d
as the two groups move toward a shared goal of increasing the services and quality o f
community media for our region .
The organizations currently operate a training center that provides low-cost and fre e
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 i s
equipped with 25 state of the art computers and a projector, with the ability to provid e
conferencing and other multi-media functions .
KCBX proposes to meet all specifications included in CABLECAST OPERATION S
Specification No . 90785 .
KCBX is pleased to have been working with the City of San Luis Obispo since 2000 i n
this capacity . It has been a successful collaborative partnership, working in concert t o
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 th e
equipment provider . ID Solutions . subsequent to the installation of the equipment .
KCBX staff members have demonstrated that they can professionally and effectivel y
operate all of the cablecast equipment . If awarded this contract, KCBX will utilize th e
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 i s
familiar with the professional, state-of-the-art equipment owned and available fo r
complex as well as simple programs .
KCBX will continue the current agreement to provide information regarding City o f
San Luis Obispo meetings and activities via our online calendar and our broadcas t
calendar . A link to the city, as our cablecast partner, is posted under "Community" o n
our website :http ://www .kcbx .org .
KCBX will provide a minimum of two employees for each session . We will continue t o
have a minimum of four trained operators to allow for illness, vacation, or othe r
required substitutions .
One employee will arrive on-site a minimum of 60 minutes prior to the start of eac h
session to prepare for cablecasting .
Compensation will be based on dollar amounts contained in the proposal submitta l
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 excee d
the City of San Luis Obispo's cablecast operation requirements :
Project Managemen t
Frank Lanzone,General Manager, KCBX since 1980 and past manager of public radi o
KCSM serving the San Francisco Bay Area . For several years he instructed TV an d
radio operation classes on the faculty of the Telecommunications Dept . at the Colleg e
of San Mateo before moving to California's Central Coast . Frank is currently th e
president of California Public Radio .
Henry Hadley,Operations Manager, KCBX since 1988, and Video Broadcast Directo r
for the City of San Luis Obispo's cablecast operations since 2000 . Experience include s
an intensive video production internship with Continental Cablevision of California . B S
in Broadcast Communications, University of the Pacific, Stockton, CA .
Operations/Production Managemen t
Christopher Correa .KCBX Studio Operator since 2004 . Chief Operator and primar y
trainer for KCBX cablecast operations . He wrote the broadcaster's training manual ,
quick-reference guide and pre-meeting checklist for SLO cablecast operations . H e
advised city staff on how to redesign the equipment's main control panel for ease o f
operation and to be more user-friendly . All recommendations were accepted . H e
designed banner graphics to increase the visibility of logos, enhance the overal l
aesthetics of the broadcast and designed the banners to represent SLO City colors. H e
customized the character generator's text so that main title slides at each meetin g
matched the City's official font . Additionally, he has provided City department head s
and the Community Relations Team with presentations about the equipment an d
cablecast operations . He is an excellent troubleshooter, identifying anomalies an d
errors, devising solutions, and communicating that information to other cablecas t
staffers . BA in History, UCLA .
Gary Squibbs,Cuesta College Broadcast Technician/Lab Advisor and Supervisor sinc e
2005 . Senior Operator for KCBX cablecast operations and Broadcast Operator fo r
KCBX public radio since 2002 .
Full resumes available on request .
EXHIBIT "A "
Section F
PROPOSAL SUBMITTAL SUMMAR Y
The undersigned declares that she or he has carefully examined Specification No . 90785, which is hereb y
made a part of this proposal ; is thoroughly familiar with its contents ; is authorized to represent th e
proposing firm ; and agrees to perform the specified work for the following cost quoted in full :
Description of Service Estimated Pe r
Year
Per Meeting o r
Event (specify)
Tota l
Cablecast/recording Regular City Counci l
Meetings 24 429 $10,29 6
Cablecast/recording Special City Counci l
Meetings 8 429 $3,43 2
Cablecast/ recording Regular Plannin g
Commission Meetings 24 429 $10, 29 6
Cablecast/ recording Special Planning
Commission Meetings 2 429 $85 8
Cablecast/ recording Special Events 6 300 ***$1,80 0
Weekly maintenance updates to scheduler
(typically on a weekly basis)52 60 $3, 12 0
TOTAL $$s 29,802
Hourly rate for advance programming of video playback or other supplementa l
services (including "Special Considerations"as outlined in the proposal).
O Certificate of insurance attached ; insurance company's A .M . Best rating:
Firm Name and Addres s
KCBX/KCBXne t
4100 Vachell Lan e
San Luis Obispo, CA 9340 1
Contact Frank Lanzone, Jr .Phone 549-885 5
SignatureofAuthorized Representativ e
iC.Ay
Date September 22, 200 7
***Special events are to be billed at the hourly rate as set-up may vary ,
depending on the venue and the complexity of the event . For instance, a n
hour event, in chambers, would be billed for as little as $156 (2 individual s
at $26/hour X 3 hours).
$2 6
~ EXHIBIT "B "
CONTRACT PERFORMANCE
1.Ability to Perform .The Contractor warrants that it possesses, or has arranged throug h
subcontracts, all capital and other equipment, labor, materials, and licenses necessary t o
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 shal l
observe and comply with all applicable state and federal laws and county and City of Sa n
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 tha t
the Contractor is required to pay .
4.
Permits and Licenses .The Contractor shall procure all permits and licenses, pay al l
charges and fees, and give all notices necessary .
5.
Safety Provisions .The Contractor shall conform to the rules and regulations pertainin g
to safety established by OSHA and the California Division of Industrial Safety .
6.Preservation of City Property .The Contractor shall provide and install suitabl e
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 b e
replaced or restored at the Contractor's expense . The facilities shall be replaced o r
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 al l
subcontractors engaged for the performance of this work that only persons authorized t o
work in the United States pursuant to the Immigration Reform and Control Act of 198 6
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, t o
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 b e
done hereunder by changes in the work or by any default, act, or omission of the City, o r
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 o f
defense or war programs, then the time of completion may, at the City's sole option, b e
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 dat e
of the contract, the City may, at the time of acceptance of the work, waive liquidate d
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 th e
causes of same .
BET b 6
10.Payment Terms .The City's payment terms are 30 days from the receipt of an origina l
invoice and acceptance by the City of the materials, supplies, equipment or service s
provided by the Contractor (Net 30).
11.Inspection .The Contractor shall furnish City with every reasonable opportunity for Cit y
to ascertain that the services of the Contractor are being performed in accordance with th e
requirements and intentions of this contract . All work done and all materials furnished, i f
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 othe r
written materials used by Contractor in preparing its invoices to City as a conditio n
precedent to any payment to Contractor .
13.Interests of Contractor .The Contractor covenants that it presently has no interest, an d
shall not acquire any interest—direct, indirect or otherwise—that would conflict in an y
manner or degree with the performance of the work hereunder . The Contractor furthe r
covenants that, in the performance of this work, no subcontractor or person having suc h
an interest shall be employed . The Contractor certifies that no one who has or will hav e
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 Contracto r
shall at all times be deemed an independent contractor and not an agent or employee o f
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 an d
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 o r
officers that arise from or are connected with or are caused or claimed to be caused b y
the acts or omissions of the Contractor, and its agents, officers or employees, i n
performing the work or services herein, and all expenses of investigating an d
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 establishe d
sole negligence or willful misconduct of the City, its agents, officers or employees . Th e
obligations set forth herein shall not extend to any claims or causes of action arisin g
from any alleged misuse by the City's copyright protected material, which is no t
directed or controlled by the Contractor .
15.Contract Assignment .The Contractor shall not assign, transfer, convey or otherwis e
dispose of the contract, or its right, title or interest, or its power to execute such a contrac t
to any individual or business entity of any kind without the previous written consent o f
the City .
16.Termination .If, during the term of the contract, the City determines that the Contracto r
is not faithfully abiding by any term or condition contained herein, the City may notif y
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 wor k
or cure the deficiency .
•EXHiBIT "8 .,
If the Contractor has not performed the work or cured the deficiency within the ten day s
specified in the notice, such shall constitute a breach of the contract and the City ma y
terminate the contract immediately by written notice to the Contractor to said effect .
Thereafter, neither party shall have any further duties, obligations, responsibilities, o r
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 i n
any manner waived by the termination thereof .
In said event, the Contractor shall be entitled to the reasonable value of its service s
performed from the beginning date in which the breach occurs up to the day it receive d
the City's Notice of Termination, minus any offset from such payment representing th e
City's damages from such breach. "Reasonable value" includes fees or charges for good s
or services as of the last milestone or task satisfactorily delivered or completed by th e
Contractor as may be set forth in the Agreement payment schedule ; compensation for an y
other work, services or goods performed or provided by the Contractor shall be base d
solely on the City's assessment of the value of the work-in-progress in completing th e
overall workscope .
The City reserves the right to delay any such payment until completion or confirme d
abandonment of the project, as may be determined in the City's sole discretion, so as t o
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 .