Loading...
2003-007-Authorizing The Town Manager To Execute An Agreement With Kcat Tv To Provide Cablecasting ServicesRESOLUTION 2003 - 007 RESOLUTION OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT WITH KCAT-TV TO PROVIDE CABLECASTING SERVICES. WHEREAS, the Town desires to broadcast Town meetings live on the local community access station; and WHEREAS, the Town must obtain certain professional, technical.and/orspecialized services of an independent contractor to assist the Town in the most economical manner; and WHEREAS, KCAT-TV :Channel 15 possesses the degree of specialized expertise necessary to render cablecastng services. THEREFORE BE IT RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that the Town Manager is authorized to enter into an agreement with KCAT-TV to cablecast Town meetings on its .community access station, Channel 15. PASSED AND ADOPTED at a :regular meeting of the Town Council of the Town of Los Gatos, California, held on fihe Zlth of January, 2003 by the following vote: COUNCIL MEMBERS: AYES: Steve Glickman, Diane McNutt, Joe Pirzynski, Mike Wasserman, Mayor Sandy Decker. NAYS: None ABSENT: None ABSTAIN; None 1 SIGNED: MAYOR~_ F'THE TOWN OF LOS GATOS LOS GAT,O~, CALIFORNIA ATTEST: ../z~ CLERK OF THE TOWN OF LOS ATO LOS GATOS, CALIFORNIA ~~ ~ A ~R' a n~.a~ AGREEMENT FOR CABLECASTING CONSULTANT SERVICES THIS AGREEMENT is entered into this day of , 2003, by and between the Town of Los Gatos, State of California, herein called the "Town", and KCAT-TV, engaged in providing cablecasting services herein called the "Consultant". RECITALS A. The Town is considering undertaking .activities to televise its Town Council meetings. B. The Town desires to engage a community television .access station to provide television/cablecasting production services because of Consultant's experience and qualifications to perform the desired worlc. C. The Consultant represents and affirms that it is qualified and willing to perform the desired work pursuant to this Agreement. AGREEMENTS NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: a 1. Scone of Services. The Consultant shall provide the following services listed below. A. Consultant will cablecast live on an annual basis, Town Council meetings, including Town Council :Study Sessions, on the first and third Monday of each month :from the Town Council Chambers. B. At the request ofthe Town, which shall be made in writing, Consultant will also cablecast live on an annual basis, Town Planning Commission meetings, which fall on the 2"d and 4t'' Wednesday of each month, including Planning Commission Study 'Sessions. C. Consultant will work cooperatively with Town staff regarding the live cablecast of any .additional special events, meetings, as appropriate at rnutually agreed upon price, date, and time. D. Consultant will provide appropriate technical staff. temporary operators, and an in-chamber assistant trained in the specific aspects of meeting coverage and use of the audio and video systems. Tecllnical :staff, temporary operators, and n- chamberassistant will demonstrate proficiency with all relevant broadcasting equipment. Revised: 3/19/02 Page 1 N:\MGR\JHaruyatna\Projects\kcat\CoiitractKCAT.wpd E. Consultant will provide initial system checks, 60 (sixty) minutes prior to scheduled :meetings to ensure that the video production equipment is performing per specifications. F. Consultant will provide routine maintenance and minor repairs of all cablecasting equipment not to exceed $50. This maintenance does not include maintenance of the external cable link between Town Hall and .KCAT. Consultant will rnal~e a request to the Town for any purchases or major repairs needed. G. Consultant will provide technical consultation for the repair, modification, and upgrade of the video production equipment. H. Consultant. will provide temporary use of existing KCAT cameras and other equipment in the event that the video production equipment fails. to operate properly. I. Consultant will arrange for two (2) alternates to act. as temporary operators, if Consultant cannot provide agreed upon services .due to illness, emergency, or other reasonable circumstances. The two (2) alternates shall be mutually agreed upon by the Consultant and the Town. Alternates shall be both technically trained and competent to operate the Town's video production equipment. In the Consultant's presence, alternates shall work aminimum of one (1) Council Meeting per year, not to exceed six {6) hours per year, per alternate, as training on the Town's video production equipment. J. Consultant agrees to be available to .meet with the Town when reasonably requested by the Town. K. Consultant is responsible for securing. the video production equipment room after cablecasting, tape duplication, or other activities. L. For public meetings, the Consultant will provide gavel to gavel meeting coverage. M. Consultant will provide to the Town at no cost, no more than two (2) recordings of all meetings covered by this Agreement on broadcast quality VHS tapes. Recordings of meetings shall be given to the Town for its :records. N. Consultant will air previously recorded meetings covered by this agreement on its Community Access Channel (Channel 15/KCAT) based on its program schedule availability. Consultant may or provide copies of Town meetings to any individual, group, agency, or organization. Re~~sed: 3it9ioz Page 2 N:\MGR\JHaruyatna\Projects\kcat\ContractI{CAT.wpd O. Consultant shall not use Town video broadcasting equipment for any other purpose other than this Agreement, unless written consent is given the Town. Broadcasting equipment shall be operated by the technical and temporary staff covered in this Agreement. 2. Time of Performance. The services of the Consultant .are to commence upon the execution of this Agreement and issuance of a Town purchase order, with cablecast services to begin no later then February 3, 2003 and shall continue in full force and effective until February 3, 2004, unless Agreement is terminated earlier pursuant to Section 18. Upon mutual written agreement between the Town and the Consultant signed by the KCAT-TV Station Manager and Town Manager, this contract may be extended for an additional year. cablecast of the Planning Commission meetings shall be initiated within 30 days after the date of written notice from the Town pursuant to section 1 B of this Agreement. 3. Cornbliance with Laws. The Consultant shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Consultant represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to Town that Consultant shall, at its ole cost and expense, keep in effect or .obtain at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos. 4. .Sole Res>7onsibilitX. Consultant shall be responsible for employing or .engaging all persons necessary to perform the services under this Agreement. 5. Compensation. Compensation for Consultant's professional services shall not exceed $20,000 annually for the live cablecast and rebroadcast of Town Council meetings, including Study .Sessions. Should the Town request the Consultant to cablecast and rebroadcast Planning Commission meetings and Study Sessions, the Town shall pay the Consultant no more than an additional $20,000 annually for its said professional services. All Payments shall be based upon .services rendered to the Town. Payment shall be net thirty (30) days. All invoices and statements to the Town shall reference the Town's purchase order number and be addressed as follows: Revised:3/19/02 Page 3 N:\MGR\JHaruyatna\Projects\lccat\ContractKCAT:wpd :Invoices: Town of Los Gatos Attn: Accounts Payable P.O, Box 655 Los Gatos, CA 95030 Statements: Town of Los Gatos Attn: Finance Department P.O. Box 655 Los Gatos, CA 95030 6. .Availability of Records. Consultant shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Consultant shall make these records available to authorized personnel of the Town at the Consultant's offices during business hours upon written request of the Town.. 7. Project Manager.. The Project Manager for the Consultant for the work under this Agreement shall be George Sampson, KCAT-TV .Station Manager, or an appropriate KCAT-TV Board designee, and Jenny Haruyama, Town Administrative Analyst. 8. Assi ng ability and Subcontracting. The services to be performed under this Agreement are unique :and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town. 9. Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: To Town: Debra Figone Town Manager 110 E. Main Street Los Gatos, CA 95030 To Consultant: George Sampson KCAT-TV 20 High School Court Los Gatos, CA 95030 or personably .delivered to Consultant to such address or such other address as Consultant designates in writing to Town. 10. Independent Contractor. It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Revised: 3/19/02 Page 4 Ni\MGR\JFIaruyaina\Proj ects\kcat\CoutractKCAT.wpd Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Consultant shall be compensated :for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultant's negligent performance or wrongdoing. 11. .Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital .status, sexual orientation, ancestry, physical or :mental disability, national origin, religion, or medical condition, unless 'based upon a bona fide occupational qualif cation pursuant to the California Fair Employment & Housing Act. 12. .Indemnification, The Consultant shall cave, keep and hold harmless and indemnify and defend the Town, its officers, agents, employees and volunteers from all damages, liabilities,. penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent .act or omissions of the Consultant, or .any of the Consultant's officers, employees, or agents or any subconsw tant. 1.3. Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 14. Governing Law. This Agreement, regardless of where executed, shall be governed by and .construed to the laws of the State of California. Venue for any .action regarding this Agreement shall be in the Superior Court of the County of Santa Clara. 15. Termination of Agreement. The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen (15) days written notice of termination. In the event of termination, the Consultant shall deliver to the Town all plans, files, documents, reports, performed to .date by the Consultant. In the event of such termination, Town shall pay Consultant an amount. that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement, unless such termination is made for cause, in which event, Revised: 3/19/02 Page 5 N:\I~%IGR\JHanryama\Proj ectsUccat\ContractKCAT.wpd compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. 16, .Amendment. No modification, waiver, mutual termination, or amendment of this .Agreement is effective unless made in writing. and signed by the Town and the Consultant. 17. Disputes. In .any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, including costs of appeal. 18. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the Agreement between the Town .and Consultant. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless :hereafter made in writing. and signed by the party to be bound, shall be binding on either party. IN WITNESS WHEREOF,. the Town and Consultant have executed this Agreement as of the date indicated on page one (1). Town of Los Gatos. by: Debra J. Figone, Town Manager Consultant, by: Signature Recommended by: Orry Korb, Town Attorney Approved as to Form: Orry P. Korb, Town Attorney ATTEST: Clerlc ofthe Town of Los Gatos, Los Gatos, California Marian V. Cosgrove, Town Clerl~ George Sampson Print Name KCAT-TV Station Manager Title Revised: 3/19/02 Page. 6 N:\MGR\JHaruyama\Projects\kcat\ContractKCAT.wpd