HomeMy WebLinkAboutAgenda Bill 2.A 11/15/2010z�' Lt1 �
I85$
DATE:
TO:
FROM:
W C'EMAM"
November 15, 2010
Honorable Mayor and Members of the City Council through City Manager
Scott Brodhun, Assistant City Manager
Tim Williamsen, Information Technology Manager
SUBJECT: Resolution Approving the Professional Services Agreement, Extension #2,
between the City of Petaluma and Petaluma Community Access, Inc. (PCA) for
Videotaping and Cablecasting of the Public, Education, and Government
Channels, Which Extends the Existing Agreement for a Second Five Year
Extension Period.
RECOMMENDATION
It is.recommended that the City Council adopt the attached Resolution Approving Professional
Services Agreement, Extension #2, between the City of Petaluma and Petaluma Community
Access, Inc. (PCA) for Videotaping and Cablecasting of the Public, Education, and Government
Channels which extends the existing agreement for a second five year extension period.
BACKGROUND
The initial contract between the City and PCA was signed January 17, 1996 for a five year term.
On May 17, 2001, a new contract was executed that included minor adjustments for a new five
year contract period including a provision permitting two (2) additional five year extensions.
The first five -year extension was signed on January 12, 2006 and expires December 19, 2010.
PCA is contractually obligated to provide public, educational, and government access
programming and services, including operating the public access channels, operating a
community access center, providing equal access and training to residents, providing for
playback/cablecast of programming, maintain equipment, and actively promote the use and
benefit of the ,above to the public. Under the terms of the contract, the City has the authority to
terminate the contract at the end of the initial contract period or at time of the extensions if so
desired, upon provision of a statement of reasons to PCA.
DISCUSSION
Per the terms ofthe current agreement, PCA submitted a letter requesting the second extension
of its agreement'with the City. Staff has met with PCA to review contract provisions and the
attached draft agreement includes minor adjustments in language to reflect current departments,
insurance requirements, and funding changes as a result of DIVCA.
Agenda Review;
City Attorney ( Finance Director City Manager �/�
- .2_L
In accordance with the agreement, PCA has operated and managed the PEG channels, performed
broadcasts and re- broadcasts operated an access center and provided training services. When
PCA operated from the Casa Grande High School campus, the access center space allowed for a
TV studio designed for live broadcasting of shows. As a result of the school district's needs to
reclaim the space, PCA moved to its current location, at 205 Keller Street, where the access
center includes camera equipment And editing stations to film and edit original shows, 8 digital
cameras and 4 digital editing stations with up to date software and hardware, training and
technical support for all equipment and media software, and basic and advanced classes in field
production, interviewing skills, editing, etc.
The contract requires the submittal of various documents throughout the year. In accordance
with the current contract, a Performance Review is required to be completed this year by an
outside expert. Toward that end, PCA has engaged a consultant to assist with performance
review and has developed a comprehensive survey questionnaire that is designed to solicit
community /user input and feedback. Participation in the survey will be promoted in the local
newspaper, on the.PEG channels and PCA website, by kiosk at. PCA office, and by email to
members. It is anticipated- that the survey will be available for 4 weeks in November and PCA
plans to complete the review and assemble the results into a report by Dec. 15, 2010. The
required Annual Report is also in process and is expected by the end of November. The report
has consistently included financial reporting, activity plans and budget data.
FINANCIAL. IMPACTS
The passage of the Digital Infrastructure and Video Competition Act ( DIVCA) assigned
franchise authority to the State Public Utilities Commission, preempting local franchise
authority. However, DIVCA does allow for the collection of PEG (Public, Education,
Government) access fees used to support community access channels such as what PCA
manages for the City. There is no direct financial impact to the City as a result of this action
since PEG fees are passed through to PCA.
ATTACHMENTS
1. Draft Contract
2. Resolution
N
ATTACHMENT 3
PROFESSIONAL SERVICES AGREEMENT, EXTENSION #2, BETWEEN
THE CITY OF PETALUMA AND PETALUMA COMMUNITY ACCESS, INC.
(PCA) FOR VIDEOTAPING AND CABLECASTING OF THE PUBLIC,
EDUCATION, AND GOVERNMENT CHANNELS
This agreement is made this day of , 2010 by and between the City of
Petaluma, a municipal corporation ( "City "), and Petaluma Community Access, Inc., a California
nonprofit corporation ( "PCA), sometimes referred to collectively as the "parties" who agree as
follows:
RECITALS
The City desires to provide support for the use of cable access channels provided
pursuant to 47 USC Section 531 of the Cable Communication Policy Act of 1984, as
amended, , the Digital Infrastructure and Video Competition Act of 2006 ( "DIVCA "),
and California Public Utilities Code Section 5870.
2. In 2006, the State of California passed DIVCA, which assigns franchise authority to the
State Public Utilities Commission (CPUC), and which preempts local franchise authority
and sets certain time frames for'expiration of previously granted local franchise
agreements. The local franchise agreement between City and Comcast Cable
Communications, Inc. expired on August 19, 2010.
3. DIVCA sets franchise fees at a maximum of 5% and allows the City to set fees to 1% or
more, to be used for operating the Public, Education, and Government (PEG) access
channels, based upon the equivalent of 2006 PEG revenue to the City.
4. PCA is the nonprofit public access entity currently under contract with the City to
provide public, educational, and government access programming and services.
5. The City entered into a five year agreement with PCA on May 17, 2001. Per Section 18
of the agreement, it could be extended, by mutual written agreement of the City and PCA,
for two additional periods of five (5) years each in accordance with Section 20 of the
Agreement. The Professional Services Agreement, Extension 42, attached to this
Resolution as Exhibit A and incorporated herein by reference, serves as the second five -
year extension of the 2001 agreement.
3
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein,
the parties agree as follows:
Section l . Scope of Services. In exchange for the funding provided by the City to PCA,
pursuant to this Agreement, PCA shall provide the following services.
A. Operate Public Access Cable: Channel(s) Operate the public access cable channel(s) for
public /community access programming with the primary purpose being to administer,
coordinate, and assist those requesting access on a non - discriminatory basis.
B. Operate the Educational Access Channels. Operate the educational access channel(s) for
community access programming purposes with the primary purpose being to administer,
coordinate and assist the educational institutions (educational access) requesting access
on a non - discriminatory basis. Provide for the cablecast of the School Board meetings,
and other public meetings as may be requested by the District.
C. Operate the Government Access Channels. Operate the government access channel(s) for
community access programming purposes with the primary purpose being to administer,
coordinate and assist -the City of Petaluma access on a non - discriminatory basis. Provide
for the cablecast of the City Council meetings and other, public meetings as may be
requested by the City. The fee for taping of City required meetings shall be agreed to
annually between the City and PCA no later than April 1 st of each year. Payment shall be
made within thirty (30) days of receipt of invoice, which is to be submitted on a quarterly
basis. PCA may charge a one -hour minimum fee for all videotaping of government
meetings. Meetings in excess of one hour will be charged to the nearest quarter -hour.
PCA may charge up to 15 minutes of prep time at the beginning of each government
meeting being filmed.
D. Operate a.Community.Access Center Manage a video production facility and equipment
which. shall be available for public use at such hours and times as are reasonable to insure
user.access. Access to equipment and facilities shall be open to all those who
satisfactorily complete training class(es) provided by PCA or who receive a certification
from PCA, identifying said user(s) as having satisfied training requirements through
means other than PCA .training classes.
E. Provide Equal Access. Provide access to the use of the equipment, facilities, channels,
and services provided hereunder on a non - discriminatory basis to all members of the
community fori on- commercial programming purposes, whether individuals, groups, or
organizations, on a first-corne, first- served non- discriminatory basis, pursuant to
operating rules proniulgated -and consistent with federal and State law and
Petaluma Municipal Code Chapter 14.48.
F. Develop operating Policies. and Procedures Develop policies and guidelines for use and
operation of the access equipment, facilities, and channe,l(s) and file such rules and
guidelines with the City.
G. Compliance With1aws, Rules, and Regulations Administer the public, educational, and
government access channel( "s) and facilities in compliance with applicable laws, rules,
regulations, and this Agreement.
H. Training. Train Cityresidents,, and when requested, City and school employees in the
techniques of video production, and provide technical advice in the execution of
productions.
I. Playback/Cablecast Provide 'for the playback/cablecasting of programs on the public,
educational government access channel(s). Within twelve months of the completion
and opening of the access center, PCA shall cablecast a minimum of 20 hours of local
original, replayed, and outside programming per week on each activated channel. PCA
will also be responsible for the operation ofthe Community Bulletin Board when the
Access Center is completed.
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 PCA by,the City.
K. Special Needs _Groups Support special needs groups, including, but not limited to the
hearing :impaired, in program'production through training and other means.
L. ; Promotion . Actively promote the use and benefit of the public, educational and
government access channel(s) and facilities to cable subscribers; the public, access users,
and franchise providers.
M. Performance Review. PCA shall annually conduct a. performance review. After four
years of operation under this Agreement, PCA shall contract with an entity expert in
6
access from outside the .Petaluma community for a performance review which shall
include an opportunity for access users and cable subscribers to provide input. Upon
completion, a copy of each performance review shall be submitted to the City by
November I" of each year. The performance review shall include, but not be limited to:
® A web survey, with survey data compiled in a report, including a summary of the data
® Email survey invitations -to all PCA members, in addition to posting invitation on
message board and web site for two weeks.
® Data gathered on total number of viewers number of original shows, hours of
original member - produced content, total number of viewers total number of shows
viewed
® Ratings by viewers of service quality for training, equipment, editing assistance, use
of facilities
® Access channels watched by viewers; convenience, of programs and rebroadcasts
® Requests for additional information, types of programming, etc.
N. Other Activities Undertake other public educational, and government access
programming activities and. services as deemed appropriate by PCA and consistent with
the obligation to facilitate and promote access programming and. provide non-
discriminatory access.
Section 2. Channels Open to Public PCA agrees to keep the access channel(s) open to all
potential users, regardless of their viewpoint, subject to FCC regulations, the Cable
Communication Policy Act of 1984, as amended, and other relevant laws. Neither the City, nor
the franchisees, nor PCA shall have the authority to control the content of programming placed
on the public access channel(s) so long as such programming is lawful. Nothing herein shall
prevent PCA, the City, or the franchisees from producing or sponsoring programming, prevent
the City or the franchisees from underwriting programming, or prevent the City, franchisees, or
PCA from, engaging in activities designed to promote production of certain types of
programming{ or use by targeted groups as consistent with applicable law and rules for use of
channels. PCA,may,promulgate and enforce policies and procedures which are designed to
promote local use of the channel(s) and make the programming accessible to the viewing public,
consistent . with, such time, manner, and place regulations as are appropriate to provide for and
promoteuse,of access channels, equipment and facilities.
Section 3. Indemnification 'PCA shall indemnify, defend with counsel acceptable to City, and
hold harmless City nd its
y officers, officials, agents, employees and volunteers from and against
any and all liability, loss, damage, claims, expenses, and or costs (including, without limitation,
MI#
attorney's fees and costs and fees of litigation) (collectively, "Liability ") of every nature arising
out of or in connect with (a) PCA§ performance of the Services or its failure to comply with any
of its obligations contained -in this Agreement ( such Liability caused by the sole
negligence or willful misconduct of City) and also (b) arising from or in connection with claims
or loss or damage to person or property arising out of the failure to comply with. any applicable
laws, rules regulations or other requirements of local state or federal authorities, for claims of
libel slander'invasions of privacy or infringement of comnion.law or statutory copyright, for
breach of contract, or other injuryor damage in law or at equity which claims, directly or
mdirectl'y from PCA use of channels funds equipment, facilities or staff granted under
this Agreement or franchise agreement. Notwithstanding the foregoing, to the extent that this
Agreement is a "construction contract within the definition of Civil Code Section. 2783, as may
be amended from time to time, such indemnity shall not include Liability for the active
negligence of City.
Section 4. Copyright Clearance Before cablecasting video transmissions, PCA shall require all
users to agree in writing that they shall make all appropriate arrangements to obtain all rights to
all material cablecast and clearances from broadcast stations, networks, sponsors, music
licensing organizations' representatives and without limitation from the foregoing,, any and all
other persons as may be necessaryto transmit its or their program material over PCA authorized
channels. PCA shall maintain for the applicable statute of limitations for City's inspection, upon
reasonable notice by City and for the term of the applicable. statute of limitations, copies of all
such user agreements.
Section 5. Copyright and Ownership PCA shall own the copyright of any programs which it
may choose fro time to time to pro duce. Copyright of programming produced by the public
shall be held by such person(s) who'produces said programming.
` Section:6. Distribution Rights
A. PCA shall require that all programs produced with funds, equipment, facilities, or staff
granted under this,Agreernent shall be distributed on the channels whose use is
authorized by this ,Agreement. This subparagraph shall not be interpreted to restrict other
distribution (beyond distribution on channels authorized 'by - this Agreement), so long as
such other distribution is consistent with the rules and procedures governing such which
shall be'promulgated by the PCA and filed with the City.
B. ,At„ least,ai the "beginning and end of each day that video programming is cablecast on the
channel(s) whose use is authorized by this Agreement PCA shall display a credit stating
1�
"Partial funding. for the operation of this channel is provided by the City of Petaluma."
Such credit shall also ,state, opinions;expressed in programming on the channel(s) are
the -sole responsibility of the program producers.,.
Section T. Equipment and Facilities.
A. PCA shall be responsible for - maintenance of all equipment and facilities owned, leased or
loaned to it under this Agreement or purchased with funds provided pursuant to this
Y
Agreement.
B. PCA shall own all equipment and facilities acquired by it and purchased with funds -
received.pursuant to this Agreement, except that upon termination or non- renewal of this
Agreement, all such equipment or facilities purchased with funds received pursuant to
this Agreement shall become" the property of the City. To secure all of its obligations
under this Agreement, PCA hereby grants to City a security interest in all of the assets
and interests owned or hereafter acquired by PCA with funds provided by the City, and
the proceeds thereof, including but not limited to, PCA deposit accounts and inventory,
and all equipment and fixtures, that are or were acquired with funds provided by the City.
PCA agrees to take all steps reasonably requested,by'Cityto perfect and enforce the
City's security interest, including, the execution and processing, of financing statements
and continuationatatements,under the California Uniform Commercial Code. PCA will
also notify any institution with whom it now or hereafter maintains any deposit account
of the existence of the City's security interest in the account.
C. Upon the dissolution of the PCA, it shall, subject to the approval of the City, transfer all
assets of PCA representing City funded equipment and facilities and/or proceeds of either
to the City, or at the City's option, to such organization or organizations designated by
the City to manage access which shall' at the time qualify as a tax exempt organization(s)
under Section 501( c) ( 3 ) of the Internal Code,of 1986 (or the corresponding
provisions,of any future United States Internal Revenue law).
Section 8. Insurance PCA shall °maintain`in full force and effect at,all,times during the term of
this! A`gre'ement insurance, as required by this Section: The cost of such insurance shall' be borne
by PCA'and may be included in PCA's annual budget.
PCA, and any subcontractor °shall not commence work under this Agreement until PCA has
obtained ail insurance required under this paragraph and such insurance shall have been
approved by the City Attorney as to form and carrier and the City Manager as to sufficiency, nor
It
shall PCA allow any contractor or subcontractor to commence work on this contract or
subcontract until all similar insurance required of PCA and/or subcontractor shall have been so
obtained and approved. All requirements herein provided shall appear° either in the body of the
insurance policies or as endorsements and , shall specifically bind the insurance carrier.
PCA shall procure and maintain for the duration of the, contract allt necessary insurance against
claims for injuries to persons or damages to property, which may arise from or in connection
with the performance of the work hereunder by PCA, PCA's agents, representatives, employees
or subcontractors.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage
a. Personal injury
b. Contractual liability
2. Insurance" Office form covering Automobile Liability, code l (any auto)
3. Workers' Compensation insurance as required by the State of California and
Employer.'s Liability Insurance
4. Professional Liability insurance
5.. Directors and Officers Errors and Omissions Liability Insurance
6. All Risk Multi -Peril Property, Equipment and Contents Insurance
7 Such other insurance coverage and limits as may be required by the City.
B. Minimum Limits of Insurance
PCA shall maintain limits no °less than:
1. General Liability: $2,000,000 per occurrence for bodily.injury, personal injury
and property damage. If Commercial. General Liability Insurance or other form
with a general- aggregate liability is used, either the general aggregate, limit 'shall
apply separately to this project /location or the general aggregate limit shall be
twice "the required occurrence limit.
2. Automobile Liability: $1 per accident for bodily injuryand property
damage..
3. Employer's Liability: Bodily Injury by Accident $1;000 each accident:
Bodily'Inj,ury by Disease - $1,000,000 policy limit
Bodily Injury by Disease - $ 1,000,000 each employee
4. Professional Liability insurance: $1,000,000.
5. Directors and Officers Errors and Omissions Liability Insurance: $1,000,000
a
6.
7.
All Risk Multi -Peril Property Insurance - Full Replacement Cost
Such other insurance coverages and limits as may be required by the City.
C. Deductibles and Self- Insured Retentions
Any deductibles or self - insured retentions must be declared to and approved by the City.
At the option of the City, either: the insurer shall reduce or eliminate such deductibles or
self - insured retention as respects the City, its officers, officials, employees, and
volunteers; or PCA shall procure a bond guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
D. ' Other Insurance Provisions
The required general liability and automobile policies are to contain, or be endorsed to
contain the following provisions:
1. The City, its officers, officials, employees, agents and volunteers are to be
covered as , insureds as respects: liability arising out of activities performed by or
on behalf of PCA; products and completed operations of PCA; premises owned,
occupied or used by PCA; or automobiles owned, leased hired or borrowed by
PCA. In addition the City shall be named as an additional Loss Payee under any
policy of Property;Insurance. The coverage shall contain no special limitations on
the scope of protection afforded to the City, its officers, officials, employees,
agents or volunteers.
2. For any claims related to this project; PCA's insurance coverage shall be primary
insurance as respects the City, its officers, officials, employees, agents and
volunteers. Any insurance or self- insurance-maintained by the City, its officers,,
officials, employees, agents or volunteers shall be excess of PCA's insurance, and
shall not contribute with it.
3. Any failure-to comply with reporting or other, provisions of the policies including
breaches of warranties shall :not affect coverage provided'to the City, its officers,
official's, employees, agents or volunteers.
4. PCA's insurance shall apply separately to each insured against whom claim`is
made or suit is brought except, with respect to the limits of the insurer's liability.
p
5. Each insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended,, voided, canceled by either party, reduced in
coverage or °in limits exeet after thirty (30) days' prior written notice by certified
mail, return receipt. requested, has been given to the City.
E. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than
A: VII.
F. Verification of Coverage
PCA shall furnish the City with original endorsements effecting coverage required by this
clause. The endorsements, are to be, signed by a person authorized by that insurer to bind
coverage on its behalf. The.endorsements are to'be on forms approved by the City. All
endorsements are to be received and approved by the City before work commences. As
an alternative to the City's forms, PCA's insurer may provide complete, certified copies of
all required insurance policies, including endorsements affecting the coverage required
by the City.
Section 9. in Employment and Service.
A. PCA shall not discriminate against any person, employee or applicant for employment or
subcontractor on.the basis of race, color, creed, religion, sex, sexual preference, marital
status, ancestry, national origin or physical or mental handicap.
B. PCA shall not discriminate in the' delivery of services on the basis of race, color, creed,
religion, sex, sexual preference,, marital status, ancestry, national origin or physical or
mental handicap.
Sectionl0. Independent Contractor 'It is understood and agreed that PCA is an independent
contractor, and that no relationship of principal /agent or employer /employee exists between the
City and PCA. If inthe performance of this Agreement any third persons are employed by PCA,
such persons shall be +'entirely.and exclusively under -the control, direction and supervision of
PCA. All terms of employment; 'including hours, wages, working conditions, discipline, hiring
and discharging or ,any other term of employment shall be determined by PCA and the City shall
have no right or, authority over such persons or terms of employment.
Section. H. Assignment and subletting Neither this Agreement nor any interest herein shall be
assigned or transferred by PCA, except as expressly authorized in writing by City.
k1
Section .1°2. Annual.Reports Priorto November 1 of each year, PCA shall submit to the City
Manager's Office an annual report for the preceding fiscal year (July 1 — June 30). This report
shall contain, at a minimum, the following information:
A. Review of programming and services provided per Section LM;
B. Current and' complete listing of Grantee's Board. of 'Directors;
C. Year -end financial statements audited by an independent certified public accountant.
Section 13. Records and Financial Statement Audit
A. PCA shall maintain: all necessary books and records in accordance with generally
accepted accounting principles.
B. Upon reasonablexequest from City, PCA shall, at any time during normal business hours,
make available all of its records with respect to all matters covered by this Agreement.
C. PCA shall annually prepare or have prepared financial statements that are audited by a
certified public accountant in accordance with generally accepted auditing standards and
submit the audit report to the City.
Section 1.4. Funding.
A. The City agrees to make funds and resources available to PCA as follows:
1. Franchisees have dedicated certain channel capacity for public, educational and
government access use. The City, by this agreement, permits PCA to manage that
channel capacity for public, educational and government access programming
purposes.
2. The City agrees to reserve for PCA all funds the City has previously received
pursuant to prior franchise agreements for access equipment purposes, including
'interest on. deposited sums. PCA is to use such funds for the purposes delineated
in this section. Transfer of said funds to be upon thirty (30) days written notice by
PCA;to the City requesting the funds and providing documentation of the
purchase. A statement of the fund balance will be provided to PCA by the City
upon request.
t2-N
3. The Cityhas, pursuant to Petaluma Municipal Code Chapter 14.48, directed
video service franchisees to collect certain funding from cable subscribers, a
community access fee. The City shall direct franchisees to provide all such funds
to PCA on a quarterly basis.
4. Notwithstanding any provision herein, PCA shall not be paid any compensation
until such time as PCA provides the City's Finance Department information
requested on the "Vendor information" form available from the City and has
obtained a currently valid Petaluma business license pursuant to the Petaluma
Municipal Code.
Section 15. Annual Plan and Budget
A. As used herein, the fiscal year begins on July 1 and ends on June 30.
B. On or before May 15 of each year in which this Agreement is in effect, PCA shall
provide to the City lan Access Activities Plan and Budget outlining activities and
programs planned for the following fiscal year with fund's and channel(s) received from
the City. Such plan shall contain: (1) a statement of anticipated number of hours of local
original programming; (2) training classes to be offered and frequency of classes; (3)
other access activities planned by PCA; (4) an operating and capital equipment facilities
budget.
Section 16. Expenditure of Funds PCA shall spend funds received from City for the purposes
listed in Section 1, Scope of Seryices of the Agreement. Funds not expended in the year must be
carried over into succeeding years. Upon termination of this.Agreement, all funds of any kind
received from the City and not expended by PCA shall be returned to City. PCA shall provide
for such'fiscal control' and accounting procedures as are..necessary to assure proper disbursement
and accounting for funds received from the City.
Section 1 7. Funding from Other Sources PCA may during the course of this Agreement,
receive supplemental funds from other sources, including, but not limited to, fundraising
activities.
Section 18. Term of.Agreement. This Agreement shall be for a period of five (5) years
commencing on December 20, 2010 and ending on December 19, 2015, unless terminated
earlier, as provided in this Agreement.
l�
Section 19. Termination of Agreement: Transfer of Assets.
A. The City shall have the right upon one hundred , twenty (120) days written notice to PCA
to terminate this agreement for: (1) breach ofrany material provision of this Agreement by
PCA; (2) malfeasance, misfeasance; misappropriation of funds; (3) or if PCA loses its
501 (e) (3) status. Provided that with; regard to time A.(l) above, PCA may avoid
termination by curing any such breach within sixty'(60) days of notification or within a
time frame agreed to by the City and PCA.
B. i
Upon termination of Agreement, p PCA shall immediately transfer to the City all
equipment, real property, fixtures, contracts, leases, deposit accounts or other assets
received by or purchased by PCA with funds received pursuant to this Agreement.
Section 20. Time. Time is of the .essence in this Agreement and. for the performance of all
covenants and conditions of this Agreement.
Section 21. Cooperation. Each-party agrees to execute all documents and do all things necessary
and appropriate to carry out the provisions of this Agreement.
Section 22. Applicable Law. This Agreement shall be interpreted and enforced under the laws
of the State of California.
Section 23. Notices All notices and other communications to be given by either party may be
given in writing, depositing the same in the United States mail, postage prepaid and addressed to
the appropriate party as follows:
To PCA: Chairperson,
Petaluma Community Access, Inc.
Post Office Box 2806.
Petaluma, CA 94953
To City;, City Clerk.
City of Petaluma
Post Office Box 61
Petaluma, CA 94953
Any party may.change its address for notice by written notice to the other.party at any time.
I
Section 24. Entire, Agreement This Agreement is the entire agreement of the parties and
supersedes all prior negotiations sand 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.
IN WITNESS WHEREOF, the parties have executed the day, month and year first above
written.
CITY OF PETALUMA PETA'LUMA COMMUNITY ACCESS
City Manager
ATTEST:
I
City Clerk
APPROVED AS TO FORM
City Attorney
APPROVED:
Risk Manager
APPROVED:
Finance Director
By:
Title
Address
City State Zip
Taxpayer I.D..Number
Petaluma Business Tax Certificate Number
16
ATTACHMENT 4
.RESOLUTION APPROVING THE .SECOND FIVE -YEAR EXTENSION OF
AGREEMENT WITH - PETALUMA COMMUNITY ACCESS (PCA). FOR.
VIDEOTAPING AND CA>gLECASTLNG OFT
HE PUBLIC, EDUCATION, AND
GOVERNMENT CHANNELS
WHEREAS, Petaluma Community Access' (PCA) is a nonprofit corporation that was
formed for the purpose of coordinating and overseeing the Public, Education and Government
(PEG) cable access channels, including °the development and operation of an access center; and
WHEREAS, the City entered into an agreement with PCA on May 17, 2001, which
included a provision permitting extension of the agreement for two (2) additional five year
periods; and
WHEREAS, the first five year extension was entered into on January 12, 2006 and will
expire December 19, 2010 and
WHEREAS, PCA has provided the City with satisfactory service in coordinating and
overseeing the PEG channels and in development of an access center, and has demonstrated the
ability to provide all required documentation for FY 2009 -2010 per the contract terms on a
schedule acceptable to the City
WHEREAS, the City desires to continue to have PCA coordinate and oversee PEG
access channels, including the development of an access center, for the second five year
extension period provided for in the existing agreement between the City and PCA.
NOW, THEREFORE, BE IT RESOLVED that the Petaluma City Council approves the
Professional Services. Agreement, Extension #2, between the City of Petaluma and Petaluma
Community Access,,Inc. (PCA) for Videotaping and Cablecasting of the Public, education and
Government channels set forth as Exhibit A,hereto and incorporated herein by reference (the .
"Agreement "). The Agreement as extended shall terminate on December 19, 2015, unless earlier
terminated pursuant to its terms.
0