HomeMy WebLinkAboutStaff Report 7.B 08/01/20057. B.
CITY OF PETALUMA, CALIFORNIA August
ug6ist 1,
' 2 L005
AGENDA BILL
Agenda Title: Discussion and Possible Action Regarding Meeting Date: August 1, 2005
Contract Renewal for Petaluma Community Access (PCA)
Meeting Time: ❑ 3:00 PM
® 7:00 PM
Cateeory (check one): ❑ Consent Calendar ❑ Public Hearing ® New Business
❑ Unfinished Business ❑ Presentation
Denartment: Director: Contact Person: Phone Number:
City Manag, I Michael Bierman Michael Bierman 707 778-4345
Cost of Proposal: To be determined Account Number:
1110-54310 from Council
Amount Budgeted: $4,500 ($12/hour rate) 6000-57310 from CDD
Name of Fund:
"Other Services/Other Expenditures"
Attachments to Agenda Packet Item:
1. Current contract with PCA dated May 17, 2001
2. Memo dated June 27, 2001 regarding funding.
3. Letter dated June 21, 2005 from PCA asking for contract extension.
Summary Statement: Petaluma Community Access 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. The City entered into a five year
agreement with PCA on January 17, 1996, and this contract was renewed on May 17, 2001. The current
contract is again up for renewal, and is due to expire on December 19, 2005. PCA has indicated a desire to
renew its contract for another five year period.
Recommended Citv Council Action/Suggested Motion
Provide direction to the City Manager regarding renewal of the contract and any recommended changes to
the agreement.
DReviewed by Admin. Svcs. Dir:
Todav's ate:
Reviewed by City Attornev: App o}�ed by City Manager:
Date: �jU(�'`/ Date:
Revision # and Date Revised: File Code:
CITY OF PETALUMA, CALIFORNIA
AUGUST 1, 2005
AGENDA REPORT
FOR
DISCUSSION AND POSSIBLE ACTION REGARDING CONTRACT RENEWAL
FOR PETALUMA COMMUNITY ACCESS (PCA)
1. EXECUTIVE SUMMARY: Petaluma Community Access 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. The City entered into a five year agreement with PCA on January 17,
1996, and this contract was renewed on May 17, 2001. The current contract is again up
for renewal, and is due to expire on December 19, 2005. PCA has indicated a desire to
renew its contract for another five year period.
2. BACKGROUND: The City desired to support the use of cable access channels provided
pursuant to 47 USC Section 531 of the Cable Communication Policy Act of 1984, as
amended. The Petaluma Cable Communications Franchise Agreement indicated that the
City designated PCA to serve as the initial access management entity and that PCA be a
nonprofit organization that would provide public, educational, and government access
programming services.
In exchange for initial funding from TCI Cable for capital equipment and facilities to
support PEG programming, as part of their transfer agreement with AT&T, PCA agreed
to provide specific programming services as delineated in the contract, primarily that of
operating the access channels; operating a community access center; training of city
residents, city and school employees; providing for playback/cablecast of programs;
providing for regular maintenance and repair of all video equipment; and actively
promoting the use and benefit of the PEG channels.
Per the terms of the agreement for contract extension, PCA had to submit no later than
180 days prior to the end of the contract (by June 22, 2005) a letter of intent requesting
extension. The City has 60 days in which to provide a written response (no later than
August 21, 2005).
Per Section 19 of the Agreement, the City shall have the right upon 120 days written
notice to terminate the Agreement for breach of any material provision of the Agreement;
for malfeasance, misfeasance, misappropriation of funds; or if PCA loses its nonprofit
status. PCA may avoid termination by curing any such breach within 60 days of
notification, or within a timeframe agreed to by both the City and PCA. The City may
also terminate this Agreement at the expiration of its term, or any extension thereof.
Per Section 20, the City may not refuse to extend the contract based upon a failure of
PCA to comply with the terms of this Agreement unless the City has provided PCA a
notice of its failure to comply with the terms and the opportunity to cure said
noncompliance.
3. ALTERNATIVES:
a. Extend contract for another five year term.
b. Deny the request and request preparation of RFP for video services.
C. Rely on the Granicus system only for production of meeting minutes and the
simultaneous broadcasting of government meetings on the City's website.
Contract with PCA to continue managing the Public and Education channels, and
to cablecast/playback government meetings on the government access channel.
d. Hire part-time contractor or employee to nm cameras during taping of
government meetings, in conjunction with the Granicus system.
C. Contract with PCA for "as needed" assistance for taping and playback/cablecast
of special meetings for the government channel.
4. FINANCIAL IMPACTS:
When PCA was first incorporated, unpaid interns provided by PCA taped government
meetings in exchange for on-the-job training. In 1996, the City began paying PCA
$5/hour for filming government meetings. In November of 2000, prior to the award of
the current contract extension, PCA asked that payment be increased from $5/hour to
$30/hour because of declining support from the access fee collected by the cable
company. The fees received by PCA from the cable provider have increased from
$96,000 yearly in 1999 to $153,500 per PCA's Activities Plan and Budget dated May 14,
2004. The City agreed to $12/hour effective January 2001.
In addition to the current contractual fee of $12/hour for broadcasting the meetings and
taping for future re -broadcast, the City is charged $5 per videotape for PCA's library
archive, with no additional charges to be made to the City. The City must provide blank
videotapes for our own video archive. Per contract, the City and PCA are to meet prior to
April of each year to set new rates, if requested. The City received notice in June 2005 of
a proposed rate increase to $16 per hour by way of an invoice. This rate increase was
denied.
Payments to PCA to date for FY 2004/05 total $2,289 (through March/April invoice for
meetings of the City Council, Planning Commission, SPARC). If the City expands its
coverage of government meetings to include the Airport Commission and the Recreation,
Music & Parks Commission, the total cost for PCA on a yearly basis would be
approximately $4,500 at the $121hour rate. If the City agreed to a rate increase of
$16/hour, the estimated yearly cost for PCA would be $6,000.
I
In early 2005, the City invested in and began using the Granicus system for live
webcasting of government meetings held in the Council Chambers. The City's cost of
the Granicus system is $1,300/month, or $15,600/year, regardless of the number of
government meetings broadcast.
CONCLUSION:
PCA has undergone many changes since its inception in 1995, taking the City from
limited public access to a state of the art community access center that is used by many
segments of the community. The Board of Directors has hired several Executive
Directors over the years to manage the activities of PCA. The funding of PCA remains a
challenge, with some funding being provided by the current cable TV provider by way of
donation from subscribers through the monthly billing process, and other funding derived
from the video services PCA provides or from fundraising. PCA receives funding from
the City in the form of hourly payment for broadcasting and taping of public meetings per
the current agreement.
The current agreement stipulates that PCA operate the PEG channels, provide for a
community access center, and provide for playback and cablecasting of programs, which
they have done. There are some provisions of the contract, however, that appear to be out
of compliance:
a. Section I (C): "Payment shall be made within thirty (30) days of receipt of
invoice, on a quarterly basis"
Invoices from PCA have not been consistently submitted on a quarterly basis.
b. Section I (I): " 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."
No audit of cablecast productions has been provided by PCA to determine if this
requirement has been met. This is information that would typically be found in an
annual report.
C. Section I (M): "PCA shall annually conduct a performance review. After
four years of operation under this Agreement, PCA shall contract with an
entity expert in 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 the
performance review shall be submitted to the City."
PCA is in year five of its current Agreement. No performance review has been
documented or submitted by PCA to the City.
d. Section 8: "PCA shall maintain in full force and effect at all times during the
term of this Agreement insurance as required by this Section."
The last certificate provided to the City indicated proof of commercial general
liability and automobile liability insurance only, and expired April 2, 2005.
C. Section 8 (F): "Notification of Coverage. PCA shall file with the City proof
of insurance coverage as follows: (1) Comprehensive Liability and Workers'
Compensation upon 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 or programming (from the access center
located at Casa Grande High School) on the designated access channel."
• Executive Director was hired in the fall of 2004; no evidence of Workers'
Compensation insurance has been provided.
• Recent equipment purchases in FY 04/05 included:
$17,588 video toaster, video toaster accessories, 20 USB
hard drives
$16,540 linksys router/hard drive, green screen backdrop,
bogen tripod/heads, cables, 4 GL2 camcorder kits,
pentium ghz processor computer
$4,308 power Mac, Apple studio display, final cut pro lid,
apple protection plan
$7,061 mac lites, Yamaha speakers/cables, headsets/direct
boxes
To date, no evidence of equipment insurance has been provided.
• No evidence of cablecaster's error and omission insurance has been
provided.
f. Section 12: "Annual Reports. Prior to November 1 of each year, PCA shall
submit to the City Finance Director 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;
B. Current and complete listing of Grantees' Board of Directors;
C. Year-end financial statements audited by an independent
certified public accountant."
The last annual report received by the City is dated 1998/1999.
g. Section 14 (A)(2): "The City agrees to reserve for PCA all funds which it has
received from AT&T for access equipment purposes, including interest."
As part of the franchise agreement with AT&T, the cable provider provided
$790,000 to the City for public access capital equipment. This was in addition to
the 5% franchise fee paid to the City and the $.50 per month/subscriber access fee
(now $2.00) that was paid directly to PCA. Of the $790,000, $500,000 was paid
in the first year and $290,000 in the third year of the franchise agreement. A
significant portion of these funds was used to design and construct the media
center at Casa Grande High School, and to purchase video equipment to broadcast
the Council and Planning Commission meetings at City Hall. The City has
reserved the balance of the funds for PCA, including interest earned, and releases
funds to PCA as requested and justified. However, equipment maintained at the
City Hall site is no longer state-of-the-art and is in need of upgrade in order to be
more compatible with the Granicus system currently in use by the City.
h. Section 15 (A): "As used herein, the fiscal year begins on July 1 and ends on
June 30.
Section 15 (B): "On or before May 15 of each year in which this Agreement
is in effect, PCA shall provide to the City an Access Activities Plan and
Budget outlining activities and programs planned for the following year with
funds and channel(s) received from the City ....... (4) an operating and capital
equipment and facilities budget."
The Access Activities Plan and Budget for FY 2004/05 was received on May 14,
2004. To date, no Access Activities Plan and Budget has been received for FY
05/06.
6. OUTCOMES OR PERFORMANCE MEASUREMENTS THAT WILL IDENTIFY SUCCESS OR
COMPLETION:
The City desires to expand the capabilities of the Government channel by televising
additional City meetings (Airport Commission and Recreation, Music & Parks
Commission meetings). To do so, the City needs assurance that PCA can provide
adequate, reliable staffing on a consistent basis for the cablecasting to be successful as
well as an upgrade of City Hall equipment that will compliment the City's investment in
the Granicus system.
RECOMMENDATION:
Provide direction to the City Manager regarding renewal of the contract and any
recommended changes to the agreement.
PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF PETALUMA AND
PETALUMA COMMUNITY ACCESS, INC.
This Agreement is made this CT day of M4 7 Lb -1 by and between the City of
Petaluma, a municipal corporation ("City"), and Petaluma Community Access, Inc., a California.
nonprofit corporation ("P.C.A."), who agree as follows:
_ RECITALS
1. 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.
2. The Petaluma Cable Communications Franchise Agreement indicates that the City has
designated PCA to serve as the -initial access management entity and that PCA be a
nonprofit organization organized to provide public, educational, and government access
programming services and programming.
3. The City has granted to AT&T a franchise to operate a cable television system in the
City.
4. The AT&T franchise provides that certain channel capacity be provided for public,
educational, and governmental access.
5. The AT&T franchise as granted pursuant to Municipal Code Section 14.40.020 provides
that certain payments shall be made by AT&T for capital equipment and facilities to
support the public, educational, and government access channels.
-0tyofPetaluma—PCA Agreement
q
6. PCA, being the nonprofit access entity designated by the City, has indicated its interest in
serving the public by providing public, educational, and governmental access
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein,
the parties agree as follows:
Section 1. 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 Charnels. 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 meeting, 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-
-City of Petaluma— PCA Agreement
-2-
lO
required meetings shall be agreed to annually between the City and PCA no later
than April 15t of each year. Payment shall be made within thirty (30) days of
receipt of invoice, on a quarterly basis.
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 the 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 for non-commercial programming purposes, whether
individuals, groups, or organizations, on a first-come, first-served non-
discriminatory basis, pursuant to operating rules promulgated by PCA and
consistent with the principles set forth in the Franchise Agreement.
F. Develop Operating Policies and Procedure. Develop policies and guidelines for
use and operation of the access equipment, facilities, and channel(s) and file such
rules and guidelines with the City.
G. Compliance With Laws Rules, and Regulations. Administer the public,
educational, and government access channel(s) and facilities in compliance with
applicable laws, rules, regulations, and in compliance with the Franchise
agreement between the City and AT&T and this Agreement.
-City of Petaluma — PCA Agreement
-3-
H. Training. Train City residents, 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 and government access channel(s). Within twelve months of
the completion and opening of the access center, PCA shall cablecast aminimum
of 20 hours of local original, replayed and outside programming per week on each
activated channel. PCA will also be responsible for the operation of the
Community Bulletin Board when the Access Center is completed.
J. 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 AT&T.
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 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 the performance review shall be
submitted to the City.
-City of Petaluma—PCA Agreement - 4 - 9
l�
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 nondiscriminatory access.
Section 2. Channels Open to Public: PCA agrees to keep the access channels) 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 cable company(s), 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 cable company from producing or
sponsoring programming, prevent the City or the cable company from underwriting
programming, or prevent the City, cable company, 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
promote use of access channels, equipment and facilities.
Section 3. Indemnification. PCA shall indemnify, defend, and hold harmless the City, its
officers, agents, and employees and volunteers from and against any and all claims, suits,
actions, causes of action, losses, damage, or liabilities of any kind, nature or description,
including payment of litigation costs and attorney's fees, brought by any person or
persons for or on account of any loss, damage or injury to person, property or any other
-City of Petaluma—PCA Agreement - 5 -
interest, tangible or intangible, sustained by or accruing to any person or persons,
howsoever the same may be caused, directly or indirectly arising or resulting from any
alleged acts or omission of the PCA, its officer, employees, agents or subcontractors
arising out of or resulting from the performance of this Agreement.
PCA shall indemnify, defend, and hold harmless City, its officers, agents,
employees and volunteers from and against any and all claims or other injury, including
costs of litigation and attorney's fees, 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 common law or statutory
copyright, for breach of contract or other injury or damage in law or at equity which
claims, directly or indirectly, result from PCA use of channels, funds, equipment,
facilities or staff granted under this Agreement or franchise agreement.
The City shall indemnify, defend, and hold harmless PCA, its officers, agents and
employees from and against any and all claims, losses, liabilities, or damage including
payment of reasonable attorneys' fees arising out of or resulting from the performance of
this Agreement, caused in whole or part by any act or omission of the City.
Section 4. Copyrieht 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 necessary to transmit
its or their program material over PCA authorized channels. PCA shall maintain for the
-City of Petaluma — PCA Agreement - 6 - `
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 from time to time to produce. 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 Agreement 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 at 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 "Partial funding for the operation of this channel is provided by the
City of Petaluma." Such credit shall also state that opinions expressed in
programming on the channel(s) are the sole responsibility of the program
producers.
Section 7. 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 Agreement.
-City of Petaluma—PCA Agreement -7- ���
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 City to perfect and enforce the City's security
interest, including the execution and processing of financing statements and
continuation statements 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 the 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 organizations(s) under Section 501( c )
(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any
future United States Internal Revenue Law).
-City ofPeta/uma—PCA Agreement - 8 -
Section S. Insurance. PCA shall maintain in full force and effect at all times during the
term of this Agreement insurance as required by this Section. The cost of such insurance
shall be borne by PCA and may be included in PCA annual budget.
A. Comprehensive Liabilitv Insurance. Comprehensive liability insurance, including
protective, completed operations and broad form contractual liability, property
damage and personal injury coverage, and comprehensive automobile liability
including owned, hired, and non -owned automobile coverage. The limits of such
coverage shall be: (1) bodily injury including death, $1,000,000 for each person,
each occurrence and aggregate; (Z) property damage, $1,000,000 for each
occurrence and aggregate.
B. -Equipment Insurance: Insurance shall be maintained on all equipment and
facilities, including fixtures, funded in whole or in part under this Agreement to
replacement cost. The insurance shall include, at a minimum, insurance against
loss or damage beyond the user's control, theft, fire or natural catastrophe. City
shall be shown as lien holder on all policies.
C. Workers' Compensation. Full Workers' Compensation Insurance and Employer's
Liability with limits as required by California law with an insurance carrier
satisfactory to the City:
D. Cablecaster's Errors and Omission Insurance: Insurance shall be maintained to
cover the content of productions which are cablecast on the access channel in, at
minimum, the following areas: libel and slander; copyright or trademark
infringement; infliction of emotional distress, invasion of privacy; plagiarism;
-City of Petaluma—PCA Agreement - 9 -
's
misuse of musical or literary materials. This policy shall not be required to cover
individual access producers.
E. City as Co -Insured or Additional Insured. The City shall be named as a co-
insured or additional insured on all aforementioned insurance coverage. The
policies shall provide that no cancellation, major change in coverage or expiration
may be affected by the insurance company or PCA 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 volunteers shall be in excess of the PCA insurance
and shall not contribute to it.
F. Notification of Coverage. PCA shall file with the City proof -of insurance
coverage as follows: (1) Comprehensive Liability and Workers' Compensation
upon 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 (from the access center located at Casa Grande High School) on
the designated access channel.
Section 9. Non-discrimination 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.
-City of Petaluma—PCA Agreement _10- ji)
1
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.
Section 10. 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 in the 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 termsof 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 11. Assignment and Sublettina. Neither this Agreement nor any interest herein shall be
assigned or transferred by PCA, except as expressly authorized in writing by City.
Section 12. Annual Renorts. Prior to November 1 of each year, PCA shall -submit to the City
Finance Director 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;
B. Current and complete listing of Grantees' 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.
-City of Petaluma—PCAAgreement - 11 - �L.�
B. Upon reasonable request 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 14. Funding.
A. The City agrees to make funds and resources available to PCA as follows:
1. AT&T has dedicated certain channel capacity to public, educational and
government access use. The City, by this agreement, permits PCA to manage
that channel ,capacity for public, educational and government access
NotepigneIIIIIIII.- I=
2. The City agrees to reserve for PCA all funds which it has received from
AT&T for access equipment purposes, including interest. 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. Funds may not be claimed by
PCA until such funds are received from the cable operator per the Franchise
Agreement. A monthly statement of the fund balance will be provided to
PCA by the City.
3. The City has pursuant to Section 10.6.B. of its franchise agreement with
AT&T, directed AT&T to collect certain funding from cable subscribers, a
community access fee. The City shall direct AT&T to provide all such funds
-City of Petaluma- PCA Agreement -12- i `7
to PCA on a quarterly basis as described in Franchise Section 10.6.B. The
current community access fee to be transferred to PCA from AT&T is $2.00
per subscriber per month. That fee may be adjusted by Resolution of the City
Council.
4. In the event that the community access fee described in Section 10.6.B. of the
Cable -Franchise Agreement is for any reason discontinued, the City agrees to
explore all legal alternatives available to provide replacement revenue.
5. Notwithstanding any provision herein, PCA shall not be paid any
compensation until such time as PCA provides to the City 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 an Access Activities Plan and Budget outlining activities and
programs planned for the following fiscal year with funds and channel(s) received
from the City. Such plan shall contain: (1) a statementof 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 and facilities budget.
Section 16. Expenditure of Funds. PCA shall spend funds received from City for the purposes
listed in Section 1, Scope of Services of the Agreement. Funds not expended in the year must
-City of Petaluma— PCA Agreement
-13-
be carried over into succeeding years. Upon termination of this Agreement all funds of any kind
received from 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 City.
Section 17. 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, 2000 and ending on December 19, 2005, unless terminated
earlier, as- provided in this Agreement. This Agreement may be extended, by mutual agreement
of the City and -PCA, in writing, for two additional periods of. five (5) years each in accordance
with Section 20 of this Agreement.
Section 19. Termination of Asreement: 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 of any material provision of
this Agreement by PCA; (2) malfeasance, misfeasance, misappropriation of
funds; (3) or if PCA loses its 501 (c ) (3) status. Provided that with regard to item
A. (1) 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.
The City may also terminate this Agreement at the expiration of its term, or any
extension thereof.
B. Upon termination of this Agreement, PCA shall immediately transfer to the City
all equipment, real property, fixtures, contracts, leases, deposit accounts or other
-City of Petaluma—PCA Agreement -14- nn
r��
assets received by or purchased by PCA with funds received pursuant to this
Agreement.
Section 20. Extension of Agreement. This Agreement may be renewed or extended for
additional periods of five (5) years each, pursuant to the following process:
A. If PCA seeks an extension of this Agreement, it shall not later than 180 days prior
to the end of the contract, submit to the City a letter of intent requesting extension.
& Within 50 days of the receipt of any request for contract extension from PCA, the
City shall provide written response. If the City intends to refuse to extend the
Agreement, it shall explain the reasons for this decision in its response to PCA.
The City may not refuse to extend the contract based upon a failure. of. PCA to
comply with the terms of this Agreement unless the City has provided PCA a
notice of its failure to comply with the terms and the opportunity to cure said
noncompliance.
Section 21. Time. Time is of the essence in this Agreement and for the performance of all
covenants and conditions of this Agreement.
Section 22. Cooperation. Each party agrees to execute all documents and do all things necessary
and appropriate to carry out the provisions of this Agreement.
Section 23. Applicable Law. This Agreement shall be interpreted and enforced under the laws
of the State of California.
Section 24. 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:
�9.
-City of Petaluma — PCA Agreement - 14
H
To PCA: Chairperson
Petaluma Community Access, Inc.
PO Box 2806
Petaluma, CA 94953
To City: City Clerk
City of Petaluma
Post Office Box 61
Petaluma, California 94953
Any parry may change its address for notice by written notice to the other party at any time.
Section 25. Entire Agreement. 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.
1
^....,rvaratuma —PC.i Rgreemeru -16- X
IN WITNESS WHEREOF, the parties have executed the day, month and year first above
written.
CITY OF PETALUMA
City Manager
ATTEST
PETALUMA COMMUNITY ACCESS, INC.
Chajxrerson — Board of Directors
t- AL�.tMti C�,rvy.,.u,�✓cY /�enae..s,.�t'iC
Zn_ 5'- La
Address
City Clerk 6,51 97140dj City State Zip
APPROVED TO FORM
Petaluma Business License Number
USE City Attorney U
APD /
M-partment Heacy
Wisk Manag r
Finance Director
S:Beatty/PCA Final Agreement/nb
-City of Petaluma — PCA Agreement -17-
CTTY OF PETALUMA. CALIFORNIA
MEMORANDUM
City Manager's Office, 11 English Street, Petaluma, CA 94952
(707) 778-4345 Fax (707) 778-4419 Email: citvmen')acLnetalamacaus
DATE: June 27, 2001
TO: Katie Crump, Executive Assistant to the City Manager
FROM: Gene Beatty, Assistant City Manager (� _
SUBJECT: Agreement regarding PCA Service Billings
As provided for in the new services agreement with Petaluma Community Access, Inc.,
the City and PCA have agreed to an increase in the per hour taping rate for City meetings.
Effective January 2001, the hourly rate will increase to $12 per hour. This rate will
remain in effect until July 1, 2002. Under the terms of the new agreement, the City and
PCA will meet to set the rates annually prior to April of each year. Additionally, the City
will provide tapes for the meetings, including any tapes the City wishes to use internally.
The $12 per hour fee includes the cost of broadcasting the meeting and taping for future
re -broadcast. No additional charges are to be made to the City.
File: PCA Agreement
June 21, 2005
Michael Bierman
City Manager
City of Petaluma
11 English Street
Petaluma, CA 94952
Dear Mr. Manager,
Vim,
RECr:1YED
JUN 92 2005
CITY 1viANAGER
Petaluma Community Access has enjoyed our partnership with the City of Petaluma over the
past several years. We particularly appreciate the consistent support the City has given us
through our times of struggle with management changes. Now in our eighth month of a new and
well-functioning management, we feel that we are well on our way to an enduring stability.
Therefore, it is with renewed vigor that the Board of Directors has decided to invoke Section 20
of the most recent Professional Services Agreement between the City of Petaluma and Petaluma
Community Access, Inc.
According to Section 20 of the Professional Services Agreement, Petaluma Community Access
may seek a five-year extension of the Agreement in writing. Therefore, the Board of Directors is
looking to continue our Professional Services Agreement with the City of Petaluma for an
additional five years.
Adclress: P.O. Box 2306, Petaluma, CA 949532806 Media Center: 333 Casa Grande Av, Bldp.E
Tal: 707.7733190 Fax: 707-773.4252 Email: inioGotpca.ty Web: hww.pcaAv C1
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