HomeMy WebLinkAboutStaff Report 252-05merged with SVCC and was renamed the Midpeninsula Community Media Center, Inc. (Media
Center). Subsequently, Council designated the Media Center as the CAO serving the JP A. On
July 8, 2002, the City consented to transfer of control of the franchise from AT&T to Comcast
Corporation. On this same date, the City entered into a new CAO agreement with the Media
Center on behalf of the JP A. This agreement gives the Media Center responsibility for
government channel administration and programming and establishes a standard set of hourly
rates for the JP A. The expiration of the CAO agreement coincides with the expiration of the
franchise agreement. In conjunction with the CAO agreement, on July 8, 2002, the City of Palo
Alto also entered into a separate agreement with the Media Center in the amount of $160,000 for
cablecasting and other production service needs.
DISCUSSION
The existing agreement between the City and the Media Center expires on June 30, 2005. Staff
requests that the Council approve another three-year agreement with Media Center in an amount
not to exceed $100,000. The scope of work to be performed under the proposed agreement
includes: 1) cablecasting of Palo Alto City Council, Council Committee and board and
commission meetings in an amount not to exceed $65,000; and 2) programming of Palo Alto
special events, programs and activities in an amount not to exceed $35,000. These services may
include, but are not limited to, cablecasting of Town Hall meetings, and Council/City Manager
call-in shows, all to be aired on the public andlor government channels. Media Center will bill
for these services monthly based upon the standard rates established in the JP A agreement.
. In the past, the City of Palo Alto allocated $100,000 to the CAO to be used at its sole discretion
for PEG access programming and services. In the July 2002 agreement, the City changed this
practice and directed the use of this money towards Palo Alto's specific needs. With the City's
continuing revenue decline, the resources that the SVCC merger brings to the CAO, and the
increased PEG fees negotiated in the Comcast franchise agreement, staff believed this change to
meet Palo Alto's needs was justified.
During the term of the existing agreement, as part of the City's budget reduction efforts, contract
funding was reduced from $160,000 to $140,000. The proposed agreement recommends another
funding reduction of $40,000, from $140,000 to $100,000. This wi11limit the amount of funding
available to cover Palo Alto's programming needs.
RESOURCE IMPACT
Funds for the agreement are part of the Administrative Service Department's 2005-06 Proposed
Budget. The expenditures of $100,000 are offset by franchise fee revenues paid to the City by
Comcast, which amounted to $459,495 in calendar year 2004.
Funds for the CAO agreement are generated through Comcast's payment of PEG fees
(approximately $275,000 annually) to the City on behalf of the JPA.
ENVIRONMENTAL REVIEW
This is not a project under the California Environmental Quality Act, and no environmental
review is required.
CMR: 252:05 Page 2 of3
6.
Center, dated
Center agreed
relating to
programming.
By an Agreement between the City and the Media
July 1, 2002 and expiring on June 30, 200B, Media
to·provide certain services to the City and the JPA
support of PEG and City governmental access
7. Media Center has agreed to continue to serve as
the Access Corporation designated by the City and to serve the
JPA community by providing PEG access facilities, programming and
services.
B. The City wishes Media Center to continue to
provide, and Media Center wishes to provide, to the City certain
services relating to and supporting the development, production
and cablecasting of City governmental access programming.
NOW, THEREFORE, in consideration of the recitals and
the following mutual covenants, terms and conditions, the parties
agree:
SECTION 1. TERM OF AGREEMENT; TERMINATION
1.1 The term of
commencing on July 1, 2005,
provided in this Agreement.
thi s Agreement is one ( 1 ) year,
unless it is terminated earlier, as
1.2 This Agreement may be extended, by mutual agreement
of the City and Media Center, in writing, for up to two (2)
additional one-year periods.
1.3 On or before January 1, 2006, Media Center shall
give the City written notice of its intention to seek an
extension. If the Agreement is extended, on or before January 1,
2007, Media Center shall give written notice of its intention to
seek an additional extension.
1.4 On or before March 31, 2006 (and March 31, 2007,
if the Agreement is extended in 2006), the City shall respond to
Media Center's request for an extension, stating either the
City's decision to extend or not to extend. The City shall not
be required to provide any reason for approving .or denying Media
Center's request.
1.5 Either party may terminate this Agreement for
convenience, provided that party serves the other party with not
less than one hundred eighty (lBO) days' prior written notice.
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C. Subject to any pre-existing contractual
obligations and equipment availability, Media
Center shall provide the services requested by
the City.
2.4.3., Prompt Payment. The City will pay the Media
Center wi thin thirty (30) days of receipt of a proper invoice
from the Media Center.
SECTION 3. INDEMNITY; LIMITATION OF LIABILITY
3.1 Media Center shall inderrmify and defend the
Ci ty, and its elected and appointed officers and employees (an
"Indemnified Party" or collectively "Indemnified Parties"),
against any third-party claim (a) arising or resulting from or
out of the failure to comply with any applicable laws, rules,
regulations or other requirements o,f local, state or federal
authorities, or (b) of libel, slander, invasions of privacy, or
infringement of common law or statutory copyright, whic~ claim,
directly or indirectly, results from Media Center's use, or Media
Center's supervision of use by others, of channels, funds,
equipment, facilities or staff granted under this Agreement or
any franchise agreement. Media Center shall pay any costs or
damages finally awarded by a court of competent jurisdiction or
agreed upon in settlement. Media Center's obligation under this
Section are contingent on Media Center receiving prompt notice of
any claim from the applicable Indemnified Party, sole control of
the defense and settlement of any dispute (provided that an
Indemnified Party may participate in such defense with counsel of
its own choice at its own cost), and reasonable cooperation, at
Media Center's sole expense, from the Indemnified Parties.
3 .2 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR
ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL
DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROII1
OR RELF_TING TO THIS AGREEMENT, EVEN IF THE PARTIES HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MEDIA CENTER'S TOTAL
CUlvIDLATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER
IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $500,000. THIS
SECTION DOES NOT LIMIT EITHER PARTY'S LIABILITY FOR BODILY INJURY
OR PROPERTY D~YL~GE.
SECTION 4. COPYRIGHTS
4.1 The City shall own the copyright of any programs
created or produced as a result of this Agreement, and the Media
Center shall make no claim of copyright or ownership of any such
programming.
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emotional distress; invasion of privacy; plagiarism; and the
misuse of musical or literary materials.
(E) With the exception of workers' compensation and
employer's liability insurance, the City shall be named as an
additional insured on all aforementioned insurance coverage with
respect to Media Center's performance under this Agreement. The
policies shall provide that no cancellation, major change in
coverage or expiration may be affected by the insurance company
or Media Center without first giving the City thirty (30) days
written notice prior to the effective.date of such cancellation
or change in coverage. Any insurance or self-insurance
maintained by the City, its officers, agents, employees; or
volunte~rs shall be in excess of the Media Center insurance and
shall not contribute to it.
(F) Media Center shall file with the City proof of
insurance coverage as follows: (1) Commercial General Liability
and Workers' Compensation upon the commencement of the employment
of the Executive Director; (2) equipment insurance upon the
acquisition of any equipment; (3) cablecaster's error and
omission insurance within thirty (30) days of the commencement of
cablecasting of programming on the designated access channels.
SECTION 7. NONDISCRIMINATION
7.1 Media Center shall not discriminate against any
person, employee or applicant for employment or subcontractor on
the basis of race, skin color, religion, gender, age, disability,
sexual orientation, marital status, housing status, familial
status, ancestry, national origin, weight or height.
7.2 Media Center shall not discriminate in the
delivery of services on the basis on race, skin color, religion,
gender, age, disability, sexual orientation,· marital status,
housing status, familial status, ancestry, national origin,
weight or height.
SECTION 8. INDEPENDENT CONTRACTOR
8.1 It is understood and agreed that Media Center is an
independent contractor and that no relationship of principal and
agent or employer and employee exists between the City and Media
Center. If in the performance of this Agreement any third
persons are employed by Media Center, such persons shall be
entirely and· exclusively under the control, direction and
supervision of Media Center. All terms of employment, including
hours, wages, working conditions, discipline, hiring ano.
discharging or any other term of employment shall be determined
by Media Center, and the City shall have no right or authority
over such persons or terms of employment.
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SECTION 13. NOTICES
13.1 All notices and other communications to be given
by either party may be given, in writing, by depositing the same
in the United States mail, postage prepaid and addressed to the
appropriate party, as follows:
To City:
To Media
Center:
Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, GA 94303
Midpeninsu1a Community Media Center, Inc.
900 San Antonio Road
Palo Alto, CA 94303
13.2 Any party may change its address for notice by
written notice to the other party at any time.
SECTION 14.
14.1 Time
performance of all
Agreement.
MISCELLANEOUS PROVISIONS
is of the essence in this Agreement in the
covenants, terms and conditions of this
14.2 Each party agrees to execute all documents and do
all things necessary and appropriate to carry out the provisions
of this Agreement.
14.3 This Agreement shall be governed and interpreted
in accordance with the laws of the State of California, without
regard to its conflicts of law rules or principles.
14.4 This Agreement is the entire agreement of the
parties and supersedes all prior negotiations and agreements
whether written or oral. This Agreement may be amended only by
written agreement and no purported oral amendment to this
Agreement shall be valid.
II
II
II
II
II
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EXHIBIT A
Council and Council Committee Meetings to be
Cablecast by the Media Center
Media Center shall cablecast the following meetings:
• All Palo Alto City Council meetings held in the City Council
Chambers or Council Conference Room
• All Palo Alto Planning and Transportation Commission meetings
held in the City Council Chambers or Council Conference Room
•
•
•
All
the
All
the
Palo
City
Palo
City
Alto Utilities Advisory Commission meetings held in
Council Chambers or Council Conference Room
Alto City Council, Finance Committee meetings held in
Council Chambers or Council Conference Room
All Palo Alto City Council/ Policy and Services Committee
meetings held in the City Council Chambers or Council
Conference Room
@ All Palo Alto Architectural Review Board meetings held in the
City Council Chambers or Council Conference Room
• All Palo Alto Historic Resources Board meetings held in the
City Council Chambers or Council Conference Room
,
$ All Human Relations Commission meetings held in the City
Council Chambers or Council Conference Room
• All Library Advisory Commission meetings held in the City
Council Chambers or Council Conference Room
• All Parks and Recreation Commission meetings held in the City
Council Chambers or Council Conference Room
o All Public Art Commission meetings held in the City Council
Chambers or Council Conference Room
• Any special meetings as requested by the Palo Alto City
Councilor Palo Alto City Manager or his designee, that are
held in the City Council Chambers or Conference Room, provided
five working days notice is given.
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