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HomeMy WebLinkAboutStaff Report 3.H 10/17/2005CITY OF PFTALUMA, CALIFORNIA AGENDA BILL Agenda Title: Resolution Approving First Five Year Extension of Agreement with Petaluma Community Access (PCA) for Videotaping and Cablecasting of the Public, Education, and Government Channels. (Bierman) 3.H October 17, 2005 Meeting Date: October 17, 2005 Meeting Time: © 3:00 PM Cateeory (check one): ® Consent Calendar ❑ Public Hearing ❑ 7:00 PM ❑ New Business ❑ Unfinished Business ❑ Presentation Department: Director: Contact Person: Phone Number: City Manager Michael Bierman Michael Bierman 707-778-4345 Cost of Proposal: $4,500.00 Account Number: various, from Council, CDD, Recreation, Airport Amount Budeeted: $4,500.00 budgets Name of Fund: s/a Attachments to Agenda Packet Item: 1. Draft agreement 2. Resolution 3. PCA's Access Activities Plan and Budget for FY 05/06 4. PCA's Annual Report for FY 04/05 Summary Statement: On August 1, 2005, Council discussed PCA's request for an extension of their current agreement, which is up for renewal and due to expire on December 19, 2005. Council informally agreed to the first five-year extension, with the stipulation that outstanding issues of noncompliance be brought current before a formal vote of approval could take place. Delinquent Invoicing: New procedures will be put into place to assure timely delivery of invoices to the City as well as a timecard process to help assure accuracy of charges submitted; Insurance Coverage: Insurance certificates have been presented to the City. Minor modifications are being coordinated with the City's Risk Manager; Annual Report: Submitted and attached; Access Activities Plan and Budget: Submitted and attached; Performance Review: At the August Council meeting, PCA requested additional time, in light of their recent reorganization, to fine-tune their operations before conducting an audit. This is a reasonable request. The draft agreement contains three changes from the original: a. The agreement clarifies that this is the first of two extensions allowed under the original contract dated May 17, 2001. One additional five-year extension is provided. b. The insurance language has been modernized to reflect current terminology as well as the coverages required by the City's Risk Manager. c. PCA has requested the ability to charge for a one-hour minimum when filming meetings that last for less than one hour. All changes are shown in bold/underline or bold/strikeout. Some minor word changes have also been made to reflect current terminology. Recommended Citv Council Action/Sueeested Motion: Approve resolution granting first five year extension of PCA's agreement for videotaping and cablecasting of the Public, Education, and Government Channels. Reviewed by Admin. Svcs. Dir: Review4Tbv C'tVtttoAev: Anur(o(ye v_City Manager: Date: ��l' lr� Date: 1V Todav's Date: Revision # and Date Revised: File Code: October 7, 2005 # EXTENSION #1 OF PROFESSIONAL SERVICES AGREEMENT .BETWEEN CITY OF PETALUMA AND PETALUMA COMMUNITY ACCESS, INC. (PCA) This Agreement is made this day of . 2005, by and between the City of Petaluma, a municipal corporation ("City"), and Petaluma Community Access, Inc., a California nonprofit corporation ("PCA"), 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 1484, 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 hits -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. 6. The AT&T franchise has been acouired by Comcast Cable Communications. Inc. and all provisions granted under the AT&T franchise are still in effect., 1 2 7. 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 programming and services. 8. The City entered into a five year aereement with PCA on May 17, 2001. Per Section 18, this Agreement may be extended, by mutual aereement of the City and PCA, in writine, for two additional periods of five (5) years each in accordance with Section 20 of the Aereement. This amended Aereement serves as the first five-year extension. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows: Section 1. Scone of Services. In exchange for the funding provided by the City to PCA, pursuant to this Agreement, PCA shall provide the following services. A. Ooerate Public Access Cable Channel(s). Operate the public access cable channels) for public/community access programming with the primary purpose being to administer, coordinate, and assist those requesting access on a non-discriminatory basis. B. Overate the Educational Access Channels. Operate the educational access channels) 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. Overate 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 I" of each year. Payment shall be made within thirty (30) days of receipt of invoice, which is to be submitted on a quarterly basis. 2 ` PCA may charee a one-hour minimum fee for all videotaping of eovernment meetinus. Meetinus in excess of one hour will be charged to the nearest auarter- hour. D. Overate a Communitv 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 Eoual 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. Develon Operating Policies and Procedures. 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 ReL-ulations. Administer the public, educational, and government access channels) and facilities in compliance with applicable laws, rules, regulations, and in. compliance with the Franchise agreement between the City and AT&T Comcast Cable Communications. Inc.. and this Agreement. 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. Plavback/Cablecast. Provide for the playback/cablecasting of programs on the public, educational and government access channel(s). Within twelve months of the 3 6 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 of the Community Bulletin Board when the Access Center is completed. J. Maintenance of Equinment. 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 Groans. 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- Comcast Cable Communications, Inc. 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. 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 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 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. gCP shall indemnify,, its offieer-s, agents, and < €rer£ aEd against -any zHA all claims, suits actions, causes of aetion, losses .7....,age, OF liabilities --of zEy 13£x-, £atu3'"3--OF description, ineluding payment of litigation 2Ste zH2 -or-ney's fees, brought 1> j flH.( gxrsoH OF per -sons far sr sr asci nt of any los .7.....age , iHjUFYto p-sa£, p:opa ty ar any other i&.-restr tangible OF intangible, sustained by OF aCeFUiBg tO any per -son or- peFSons, howsoever- the same may be e�aused, a: etl.or- ,.,1:,. ett .!Vrg frim aw alleg,—..-.*.---d ------.-,,..t.. enAssisE of the PC -A, its odic... , „1..,...... genttE or st:bz3ntFaetOFS arising out of or- resulting PCA shall indemnify, defend with counsel acceptable to Citv, and hold harmless Citv, and its officers, officials, agents, emnloyees and volunteers from and against anv and all liability, loss, damage. claims, exnenses, and or costs (including. without limitation, attornev's fees and costs and fees of litigation) (collectively. "Liability") of every nature arising out of or in connection with (a) PCA's performance of the Services or its failure to comply with anv of its obligation contained in this Agreement (except such Liabilitv caused by the sole negligence or willful misconduct of Citv) and also (b) arising from or in connection with claims or loss or damage to person or nronertv arising out of the failure to comply with anv applicable laws, rules, regulations or other reauirements of local, state or federal authorities, for claims of libel, slander, invasions of privacv, or infringement of common law or statutory couvright, for breach of contract or other iniury or damage in law or at eauitv which claims, directly or indirectly, result from PCA use of channels, funds, eauinment. facilities or staff granted under this Agreement or franchise aereement.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 indemnitv shall not include Liabilitv for the active neelieence of Citv. Section 4. CopvriQht 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 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. CODvriQht 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 Riehts. 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. 6 D Section 7. Eouinment 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. 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 organization(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). Section 8. 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. 7 ilt�j iesurzu ...... ... b Y..,....,....., r. .,r........,..,, . -- A,..,. — Am. A. � f property d..y.....ye and ^ers3nal iejury 3 and eornprehensive automobile f owned,liability ineluding hired, and non ownpd— nuto-innhile Po"wage. The limits ..l..ueh cover -age shall 6... /l\ bodily injury including death, $1,000,000 for each per -son, oeeuFrenee .... ..6 ..d t.. /'1\ rtda of $1,000,000 fo ""`�" ..6 oceuFr-eneeand aggregat.. B. Eauiament hisuranee. insur-anee shall be maintained on all equipment and faeilities,ineluding fixiures,funded in who2-Br-in Par%Hder this Agreement to • t .. imearnnee agains less or- damage-beyondor-the user -Is ..t. -..1f theft, ..C.or- ..t.. . ..1 catastrophe. Cit . shall be shewf as lieu . Q Wemers' Eompeasa'iae. Full `Merl ' Compensation TTiqmr-gnpp ale ar's Liab-lily_ ..ti. factory, t.. the City. ■ .. ... .. ■.. ... .. .. ... ..: i 1 0 E. Notitieation of Coverage. PCA ahall flc with the City Proof a€ i3surssze .. roll,,...... n) C...,,....,,�...nsi .,.,...rw6c w., =mIJE Liability zutiiz Pir2et61-; (2) equipment insur-anee upon the nequisition of any equipment. 1�% t error and emirs 3n invuranze within thirty (3Wdays 3f 03 eom eneement of ;from the aceess center- loeated t Casa £ranae High School) on the designated acress eharmel. CONSULTANT and anv subcontractor shall not commence work under this Agreement until CONSULTANT shall have obtained all insurance reauired under this paragraph and such insurance shall have been approved by the Citv Attornev as to form and carrier and the Citv Manager as to sufficiencv, nor shall CONSULTANT allow anv contractor or subcontractor to commence work on this contract or subcontract until all similar insurance reauired of the CONSULTANT and/or subcontractor shall have been so obtained and approved. All reauirements herein provided shall appear either in the bodv of the insurance policies or as endorsements and shall specifically bind the insurance carrier. CONSULTANT shall procure and maintain for the duration of the contract all necessary insurance against claims for iniuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, the CONSULTANT's agents, representatives, emplovees or subcontractors. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liabilitv coverage a. Personal iniury b. Contractual liability 2. Insurance Services Office form covering Automobile Liabilitv, code 1 (any auto 3. Workers' Compensation insurance as reauired by the State of California and Emnlover's Liabilitv Insurance 4. Professional Liabilitv insurance 5. Directors and Officers Errors and Omissions Liabilitv Insurance 6. All Risk Multi -Peril Property, Equipment and Contents Insurance 9 \\ C. In 7. Such other insurance coverages and limits as may be required by the CITY. Minimum Limits of Insurance CONSULTANT shall maintain limits no less than: 1. General Liability: $2,000,000 per occurrence for bodilv iniurv, personal iniury 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 proiect/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 per accident for bodilv iniury and property damage. 3. Employer's Liability: Bodilv Iniury by Accident - $1,000,000 each accident Bodilv Iniury by Disease - $1,000,000 policy limit Bodilv Iniury 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 6. All Risk Multi -Peril Property Insurance — Full Replacement Cost 7. Such other insurance coverages and limits as may be required by the CITY. 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 retentions as respects the CITY, its officers, officials, employees, and volunteers; or the CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. 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 the CONSULTANT; products and completed operations of the CONSULTANT; premises owned, occupied or used by the CONSULTANT; or automobiles owned, leased, hired or borrowed by the CONSULTANT. 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 10 \1 Protection afforded to the CITY, its officers, officials, emplovees, agents or volunteers. 2. For anv claims related to this Proiect, the CONSULTANT's insurance coveraee shall be primary insurance as resnects the CITY, its officers. officials, emplovees, aeents and volunteers. Anv insurance or self- insurance maintained by the CITY, its officers, officials, emplovees. agents or volunteers shall be excess of the CONSULTANT's insurance and shall not contribute with it. 3. Anv failure to comply with revortine or other provisions of the Policies includine breaches of warranties shall not affect coveraee Provided to the CITY, its officers, officials. emplovees. agents or volunteers. 4. The CONSULTANT's insurance shall apply senaratelv to each insured aeainst whom claim is made or suit is brought except, with respect to the limits of the insurer's liabilitv. 5. Each insurance voliev required by this clause shall be endorsed to state that coveraee shall not be suspended, voided, canceled by either party. reduced in coverage or in limits excent after thirtv (30) days' Prior written notice by certified mail, return receipt requested. has been given to the CITY. E. Accentabilitv of Insurers Insurance is to be Placed with insurers with a current A.M. Best's ratine of no less than A:VIL F. Verification of Coverage CONSULTANT 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 coveraee 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, the CONSULTANT's insurer may Provide Complete, certified copies of all required insurance Policies, including endorsements affecting the coverage required by the CITY. Section 9. Non-discrimination in Emplovment 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. 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 terms of employment, including hours, wages, working conditions, discipline, luring 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. Assianment and Subletting. 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 Reports. Prior to November 1 of each year, PCA shall submit to the City's Finanee Administrative Services 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. 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. 12 Section 14. Fundine. A. The City agrees to make funds and resources available to PCA as follows: 1. AT&T- Comcast Cable Communications. Inc. 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 programming purposes. 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 10.6.13. of its franchise agreement with AT&T Comcast Cable Communications. Inc., directed AT&T Comcast Cable Communications. Inc. to collect certain funding from cable subscribers, a community access fee. The City shall direct AT&T Comcast Cable Communications, Inc. to provide all such funds to PCA on a quarterly basis as described in Franchise Section 10.6.13. The current community access fee to be transferred to PCA from AT&T Comcast Cable Communications, Inc. 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 the City's Finance Administrative Services Department information requested on the "Vendor 13 t 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 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. Exaenditure 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 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 171unding 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, 2005 and ending on December 19, 2010, 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 one additional period of five (5) years each in accordance with Section 20 of this Agreement. 14 Section 19. Termination of Aereement: 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 time 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 assets received by or purchased by PCA with funds received pursuant to this Agreement. Section 20. Extension of Aereement. This Agreement may be renewed or extended for one additional period 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. B. Within 60 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. Cooneration. Each party agrees to execute all documents and do all things necessary and appropriate to carry out the provisions of this Agreement. Section 23. ADnlicable Law. This Agreement shall be interpreted and enforced under the laws of the State of California. 15 n 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: 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, CA 94953 Any party may change its address for notice by written notice to the other party at any time. Section 25. Entire Aereement. 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. IN WITNESS WHEREOF, the parties have executed the day, month and year first above written. CITY OF PETALUMA City Manager ATTEST City Clerk :":•/1 •_STV City Attorney PETALUMA COMMUNITY ACCESS Chairperson — Board of Directors Address City State Zip Petaluma Business License Number 16 % APPROVED Risk Manager Administrative Services Director 17 r� RESOLUTION APPROVING FIRST FIVE YEAR EXTENSION OF CONTRACT WITH PETALUMA COMMUNITY ACCESS (PCA) FOR VIDEOTAPING AND CABLECASTING OF THE 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 January 17, 1996; and WHEREAS, the City entered into a new agreement with PCA on May 17, 2001, which is set to expire on December 19, 2005; and WHEREAS, issues of noncompliance with contract requirements have been brought current; and WHEREAS, the contract allows for two five-year extensions with Council approval. NOW, THEREFORE, BE IT RESOLVED that the Petaluma City Council approves the first five-year extension of the contract with PCA for videotaping and cablecasting of the Public, Education and Government channels. This contract extension will expire on December 19, 2010. 1\ Petaluma Community Access, Inc. Access Activities Plan and Budget Fiscal Year 2005-2006 Petaluma Community Access, Inc. * P.O. Box 2806 * Petaluma, CA 94953-2806 Ph: (707) 773-3190 * Fax: (707) 773-4252 * staff@Dca.ty * www.pca.ty Petaluma Community Access, Inc. Board of Directors Craig Spaulding, Chair Capt. David Sears, Vice Chair Jude Mion, Treasurer Tillman Bussey Brian Keith Raj Neogy Juli Schmidt Staff Jennine Lanouette, Executive Director Helder Rodriguez, Programming Director David Waxman, Education and Access Director Jason Noel, Production Director Jeanette Aguilar, Membership Coordinator and Office Manager Foster Chen, Access Assistant Juan Carlos Rivas, Access Assistant Hours Monday through Friday 3:00 - 9:00 p.m. Saturday 11:00 a.m. - 2:00 p.m. Location Casa Grande High School 333 Casa Grande Road, Bldg E (enter from Ely Blvd. parking lot) Mailing address P.O. Box 2806 Petaluma, CA 94953 Phone and Fax (707) 773-3190 (707) 773-4252 E-mail and Web Address staff@i)ca.ty www.pca.tv Petaluma Community Access Access Activities Plan and Budget Fiscal Year 2005-2006 The contract between PCA and the City of Petaluma requires that an Access Activities Plan and Budget be created each year to establish goals and describe the method of reaching them for the upcoming fiscal year beginning July 1 2005 through June 30 2006. The following document is submitted to satisfy that requirement. A Brief History and Description of Governance Petaluma Community Access, Incorporated (PCA) is an independent, non-profit organization incorporated in 1995, as a 501(c)(3) corporation in the State of California. PCA was created to operate the public, educational and government cable access channels in the City of Petaluma under'a professional services agreement with the City. The contract was renewed in December, 2000, and is up for renewal again in December, 2005. PCA is a membership organization governed by a 13 -member Board of Directors. The bylaws call for a board structure made up of five members elected from the membership serving three-year terms, five members appointed by the Board serving one-year terms, two members appointed by the Petaluma School District (one high school and one elementary) and one member appointed by the City of Petaluma. Initial funding for the establishment of PCA was provided through the cable franchise agreement between the City of Petaluma and the cable provider (then Viacom Cable/TCI). A capital equipment fund was created by the City from these funds for real -property improvements and purchase of equipment for station operation. Operating funds were initially generated from a mandatory surcharge to the cable subscriber of 50 cents per month that was later raised to $2.00 per month by the Petaluma City Council and, in turn, made voluntary by the cable provider (then ATU). PCA's studio facility is located on the campus of Casa Grande High School and includes offices, an edit room, an equipment room, a training room, a radio room, a reception area, a control room and a television studio. Equipment includes portable camera, sound and lighting packages, a portable studio switcher, edit and graphics stations, a duplicating station, studio cameras and lighting, a studio switcher and audio board, and a master control center for cablecast. With these resources of funding and facilities, PCA programs three cablecast channels 24 hours each day, seven days each week. The Community Channel (cable channel 26) features locally created programs, viewer sponsored programs (created elsewhere) and a community bulletin board carrying announcements of local public events. The Education Channel (cable channel 27) features programming from UCTV and the Petaluma City School District, as well as Spanish-language programming in the evenings. The Government Channel (cable channel 28) features live and replayed Petaluma City Council meetings, Planning Commission 2 meetings, Site Planning and Architectural Review Committee meetings, County Board of Supervisors meetings and Petaluma School Board meetings. The Education channel also has occasional "radio only" programs in which radio content is broadcast while a graphic is displayed on the TV screen. Activities Plan and Budget Introduction The challenge as we embark on the 10th anniversary year of PCA is to engage in an activities strategy that will empower the organization to reach its full potential as a vital community media resource for Petaluma. A change in administration in November of 2004 marked an initial step towards turning the organization around and launching it into a period of new program growth and increasing community relevance. The primary focus for fiscal year 2004- 2005 was rebuilding the organizational and facility infrastructure. In fiscal year 2005-2006, there is still much infrastructure work left to do, but the focus will increasingly be placed on creating new programs, expanding services to the community and generating revenue to pay for those programs and services. The current effort at rebuilding and expanding the organization is, in actuality, just one more in a long series of similar attempts. The potential for success in the current attempt will depend on two things: the degree to which a long-range vision is applied by the board and staff; and the ability and willingness of the wider community to support that vision. PCA is currently in a beneficial position to invest in its future. For two or three years now the organization has been building up a cash surplus due to several reasons: the underestimating of anticipated revenue; the absence of paying an Executive Director salary; a pattern of underfunctioning of the studio and therefore underspending of the budget to meet daily operations; and, a pattern of extreme fiscal conservatism on the part of the Board coming out of a previous financial crisis. These factors together have resulted in the accumulation of an approximately $80,000 cash surplus. In October of 2004, the Board placed $50,000 of that amount in a money market account to serve as a cash reserve for fiscal emergency. This $50,000 is greater than three months of the operating budget, and therefore constitutes a more -than -respectable reserve among non -profits. This leaves $30,000 with which to invest in a program of expansion. The Board and the Executive Director have agreed that the most critical area in need of expansion at PCA is in staffing, and have worked together to develop a new staff structure for implementation in fiscal year 2004-2005. The current $30,000 surplus will cover the cost of the expanded and additional staff positions for approximately eight months of the year. Therefore, a primary focus in this process has been to incorporate into job descriptions the development and launch of programs that will bring in new revenue streams while also serving PCA's mission. In order to sustain the staffing increases over time, it is essential to utilize every opportunity to increase revenue. This will be achieved in part through the development of new fee-based programs and services. But the revenue requirements are such that it is also necessary to institute nominal fees for services that have previously been offered at no charge. To continue to ensure fairness in access, all PCA fees will have a general rate and a senior/student/low income rate discounted by 30 to 50%. Further, any member has the option to appeal to the Executive Director for a financial hardship fee waiver. While it is critical for PCA's growth and success that those who can pay do pay, no Petaluma resident will be denied access to the cable channels for lack of funds. Activities Plan and Budget Goals The specific goals for fiscal year 2005-2006 are: Implement the new staff structure through hiring, training and staff development Design and implement programs for generating new revenue streams Increase educational offerings and promote them community wide Generate more local programming of community interest Offer below-market rate production services to local non-profit organizations Increase membership and member services Upgrade the master control equipment to a digital server Redesign and rebuild the website to add web streaming capability Launch the Low Power FM community radio station Begin a long range planning process focused on keeping PCA technologically relevant New Staff Structure As the result of an analysis of staffing needs conducted by the Executive Director, the decision was made to invest in our human resources by hiring more highly skilled staff and increasing salaries and schedules. One entirely new position was added. Changes in the titles, hours and salaries of staff are as follows: Old Title Old Hrs New Title New Hrs Executive Director 24/wk Executive Director 30/wk Programming Director 40/wk Programming Director 40/wk Access Coordinator 30/wk Education £t Access Director 30/wk N/A (new position) N/A Production Director 20/wk Membership Coordinator 20/wk Membership Et Office Mgr 30/wk Access Assistant 20/wk Access Assistant 20/wk Salary no difference 5% increase 10% increase N/A 30% increase 10% increase Executive Director The Executive Director is responsible for the financial and operational stewardship of the organization, overseeing all services, programs and personnel. The E.D. also serves as liaison with the board, government agencies and the school district, develops policy, programs and long range vision and carries out community outreach, public relations, marketing, and fundraising efforts. Programming Director The Programming Director oversees and manages the playback of on -air channels, including program submissions, schedule development, on -air promotional materials and program acquisition where appropriate. In addition, the Programming Director is a mentor to sponsoring members, serves as the institutional liaison for the government channel, supervises the taping of government meetings and maintains the radio room, studio control and playback equipment. Education and Access Director The Education and Access Director provides technical expertise to community users in all areas of production, mentors producers in production planning, coordinates workshops, develops revenue generating programs in education, supervises interns. In addition, will oversee and maintain edit suites, portable equipment and studio, manage compliance to policies and procedures and serve as institutional liaison for the educational channel. Production Director The Production Director oversees all PCA production, including coordinating and supervising the taping of community events, coordinating volunteer crews, providing fee-based production services to local non -profits, and producing DVDs for purchase. Also responsible for budgeting, production planning, pricing, income projections and creating a promotional strategy for fee-based PCA production services and DVD sales. Membership Coordinator and Office Manager The Membership Coordinator and Office Manager maintains all office operations, serves all membership needs and functions as administrative assistant to the Executive Director. Also manages databases, maintains communications, oversees equipment and room reservations, and fulfills front desk duties. Access Assistants The Access Assistants provide crew services for City government meetings, provide technical assistance to, assist the Programming Director with playback functions, and program the community bulletin board. Generating Revenue New programs have been developed that will both further the mission of the organization and generate revenue. In the FY 05-06 budget, income from these programs has been projected as goals we will be trying to meet. Each expanded position is designed to bring in at least some new revenue. The Membership Coordinator and Office Manager will be more carefully monitoring payment of fees for memberships, duplication and taping services than has been done in the past. This will tighten up what effectively has been a leaky ship in recent years. About 15-20% of this staff member's workload will be spent on pursuits that will directly result in increased income. The Education and Access Director will coordinate both certification workshops and more specialized technical and aesthetic workshops that wilt cost slightly more but still be far less than the cost of such workshops elsewhere. It is estimated that about 30-35% of this staff member's workload will be spent on pursuits that will directly result in increased income. The focus of the new Production Director position is to cultivate more production and production services at PCA. This staff member will be in charge of two entirely new programs: a Community Taping Service, for taping and cablecasting lectures, readings, concerts, school plays and other public events around town both for cablecast and DVD sales; and a fee-based Community Production Service, for producing public service announcements, promotional documentaries and television programs for local non-profit organizations. It is expected that this staff member will be 70-80% focused on activities that will generate revenue. Educational Offerings The core of PCA's education program is the certification workshops. These are the trainings that members must attend and be given a passing grade on, or "certified" on, to be eligible to check out equipment. Each area of production (i.e., camera, lighting, sound, editing, studio and radio) requires a separate certification workshop, which is typically one or two two-hour sessions. The Education and Access Director will be redesigning and documenting all the curricula for the certification workshops with the goal that any staff member can teach any workshop with a consistency of presentation. Up until this year, the certification workshops at PCA have always been free to members. However, in consideration of the financial strain that comes with growing an organization and making it more relevant to the community, on August 23, 2005, the PCA Board voted to institute modest fees for certification workshops. Each two-hour session will cost $10 for regular members, $5 for seniors, students and low-income residents. Any member has the option to appeal to the Executive Director for a financial hardship fee waiver. In addition to the certification workshops, we wilt be developing a compliment of "specialized workshops." These are designed to take the new producer beyond the mere technical aspects of production and introduce them to some higher production standards and aesthetics. These wilt be presented as four to six week classes and will entail a higher enrollment fee. We will also be continuing our very successful "Making Television" production tab, a sort of television production training hot bed giving members the opportunity to get support, mentoring and feedback for their program idea, connect with other members for crewing on each other's productions and learn some basic skills. The production lab runs for each three- month broadcast season and is free to members. Local Programming of Community Interest The most difficult part of producing a television program for broadcast is creating the content of the program. But, in Petaluma, there is a wealth of cultural activity, much of which is sponsored by local non-profit organizations, that is highly appropriate and relevant content for cablecast. The Community Taping Service will take advantage of this cultural activity as a way to get more programming on the air, to work with local non -profits and to generate revenue for PCA. Any local event of a static nature, such as a lecture, poetry reading, seminar, concert or school play, can easily be taped with a two -camera set up and broadcast on the cable channel. PCA can then generate revenue from the production by also producing a DVD for sale with the proceeds benefiting both PCA and the sponsoring non-profit. For example, from the sale of a $15 DVD of a benefit concert, $5 will cover PCA's cost of production, $5 will be revenue for PCA and the remaining $5 will be revenue for the sponsoring non-profit. R Production Services for Local Non -profits A flaw of the access model has always been the assumption that the person or group that has a message to get out on the cable channels will also have the time and energy to learn to become a television producer. For a non-profit organization engaged in the critical work of serving community needs, the technical challenges of television production can be particularly daunting. Therefore, we have initiated the Community Production Service, a low-cost production service to help the local non -profits get their message out on the cable channels, whether it is through a public service announcement, a promotional mini -documentary or a weekly television show. Like the Community Taping Service, the Community Production Service will have the multiple benefits of producing content for the cable channels, serving the needs of local non -profits and generating revenue for PCA. Membership and Member Services in the last six months of fiscal year 2004.2005, the PCA membership increased by 50%. With that as a guideline, our goal for fiscal year 2005-2006 is to increase membership by 100%. Much of the new membership will likely come from increased educational opportunities. But we wilt also utilize new production opportunities and promotional outreach to draw people in. With increased membership will come the need for more member services. A primary focus will be on creating more avenues of communication through an e-mail newsletter, website forums and bulletin boards, and networking opportunities. We will also be cultivating internships, volunteer structures and crew teams, instituting incentives and rewards for hours of work contributed to the organization. Master Control Upgrade The increasing availability of digital technology has made the sophistication and flexibility of a digital server for master control far more accessible to cable access television stations. However, PCA has not kept pace with these advancements and is way behind other access stations in the North Bay. Napa Public Access upgraded to a digital server two years ago, Santa Rosa Community Media Center just over year ago and the new Access Healdsburg was launched with digital technology last year. A new station in the planning for Vallejo will also have a digital master control. It is time for us to invest in this technology. it is critical that PCA make this upgrade this year for a number of reasons. First, by continuing to program our channels from analog VCRs, we are forcing our producers, who are producing their shows using digital cameras and editing systems, to "bump down" their digital work to a lower grade Super -VHS tape before submitting it. This creates both a loss of image quality and a cumbersome extra step in the production process. Similarly, members who bring in acquired programming on DVD format to sponsor for cablecast must also "bump down" their submission, losing quality and creating more work. But most importantly, with only 14 VCRs to program from, PCA's schedule is limited to four six -hour blocks each day, severely curtailing programming options and leading to numerous repeats of programs throughout the day. A digital server would give us 24-hour programming capability creating many more scheduling options. In addition, the various "bells and whistles" that would be available on an upgraded system, such as enhanced graphics, the ability to put the schedule on the air (a la CSPAN), digitally stored public service announcements, interstitials and station IDs, would give PCA a significantly more sophisticated look on N and thereby increase viewership and interest throughout the community. The good news is that, in the last couple of years, digital server technology has come way down in price. There are more companies offering a wider variety of systems, many of which can be bought in components such that the upgrade can be done in stages rather than taking on the entire expense all at once. The tech team on staff has already begun researching options and pricing. While we do have the capital equipment funds to allow for at least the first stage of an upgrade, the Board and the Executive Director will be taking a careful look at how much we can afford to sink into this expenditure and how much needs to be held aside for other equipment needs over the next five years. Website Redesign and Web Streaming Website design, like master control equipment, also needs periodic upgrading and PCA's website is also overdue. The underlying architecture of the site makes it difficult for changes and updates to be done in house. The information is not organized in a manner that is friendly to the viewer. And there is a lack of ability for member interaction on the site. But the ultimate goal of redesigning our website will be to move PCA towards webstreaming its channel content to allow access to those who do not subscribe to cable television. Increasingly, these days "Access" no longer means simply cable access. It means access to electronic media in all its forms. Making our channel content available on the internet will be a major step in preparing for the technological future and making PCA more relevant and useful for this community. A priority will be placed on this goat for this year. Low Power FM Radio Due to the dedication of a small group of Petaluma residents, PCA has had the great good fortune of being granted a Low Power FM license in a three-way partnership with Sonoma State University and Redeemer Presbyterian Church in Cotati. We are currently in discussions with a property owner on Debbie Hill Road to install our transmitter on his site. Our goal is to be on the air by February. A low power FM radio station has the potential to bring in much needed revenue to PCA through sponsorship and underwriting of its programming in a manner similar to the public television fundraising model. However, in the wake of Hurricane Katrina in New Orleans, the benefit of having a community radio station in our area takes on another significance. In any natural disaster or local emergency, the dissemination of reliable information can make a profound difference in the saving of lives and resources. In a time of no electricity, interrupted services and social chaos, a generator -powered low power FM community radio station transmitting over the air waves to battery powered radios in people's homes could prove to be the only available communication link and an invaluable asset to this region. It is our hope that the community of Petaluma will enthusiastically support this effort. Long Range Planning With PCA's tenth anniversary approaching in July 2006, this is the perfect time for the Board to engage in a serious, comprehensive long-range planning process. Not since the launch of the organization has any sort of community needs assessment or peer evaluation been undertaken. Further, the rapidly changing technological landscape requires serious attention paid to current and future trends in electronic media and communication technology to keep PCA relevant and engaged with the community entities it hopes to continue serving. This will be a focus for the 2005-2006 Board of Directors. PETALUMA COMMUNITY ACCESS. INC. FISCAL YEAR 2005-06 - BUDGET ACCOUNT 734 2004/05 2004/05 2004/05 2005/06 2005/06 2005/06 Access Assts/Part timers 735 Actual Monthly Annual Monthly Annual Annual - Alternate Programming Director 736 34,157 2,981 35,777 Community Access Fees 510 161,272 13,400 160,800 13,400 160,800 160,800 Contributions -Unrestricted 512 181 10 120 17 200 200 Government Taping Fees 520 2,378 303 3,640 367 4,400 4,400 Production Services Income 525 17680 Subtotal Salaries 500 6,000 6,000 Program Services Income 528 148,540 PAYROLLTAXES 50 600 600 Workshop Fees 530 2,053 163 1,960 800 9,600 12,000 Membership Dues 540 3,880 292 3,504 500 6,000 6,000 DVD Sales 545 14,854 BENEFITS 350 4,200 4,200 Interest Income 550 629 - - 83 1,000 1,000 Miscellaneous Income 560 3,275 - - 2,923 - . Duplicating Fees 580 1,020 46 552 125 1,500 1,500 Blank Stock Income 585 664 120 1,440 125 1.500 1.500 is11f�G;1Ni;; `` c 181,730 175,352 14,334 172,016 16,317 195,800 198,200 SALARIES Membership & Office Mgr 734 0 0 0 1,950 23,400 23,400 Access Assts/Part timers 735 16,210 1,725 20,700 867 10,400 10,400 Programming Director 736 34,157 2,981 35,777 3,063 36,754 36,754 Education & Access Director 737 22,766 2,034 24,408 2,126 25,506 25,506 Executive Director 738 28,752 2,333 28,000 2,900 34,800 34,800 Production Director 739 0 0 0 1,473 17680 17680 Subtotal Salaries 101,886 9,073 108,885 12,378 148,540 148,540 PAYROLLTAXES SUI,FUTA,FICA, Medicare 740 10,620 908 10,900 1,238 14,854 14,854 Subtotal Payroll Taxes 10,620 908 10,900 1,238 14,854 14,854 BENEFITS Health Insurance 670 9,762 1,093 13,116 1,203 14,436 14,436 Worker's Compensation 692 2,923 208 2,500 325 3.900 3.900 Subtotal benefits 12,685 1,301 15,616 1,528 18,336 18,336 TDTALA"R 125,191 11,282 135,401 15,144 181,730 181,730 Prepared 9/14/2005 1:40 PM Paae 1 of 3 ACCOUNT INSURANCE Liability Property Subtotal Insurance PRODUCTION EXPENSES 2004/05 2004/05 2004/05 2005/06 2005/06 2005/06 Actual Monthly Annual Monthly Annual Annual - Alternate 690 4,565 472 5,665 187 2,245 2,245 690 3,845 536 6,435 138 1,650 1.650 8,410 1,008 12,100 325 3,895 3,895 Equipment Parts & Supplies 675 2,100 67 800 100 1,200 1,200 Equipment repairs 685 822 133 1,600 67 B00 800 Radio Transmitter Site Lease 840 686 0 0 200 2,400 2,400 Satellite Television 790 288 33 400 32 384 384 Tape Stock 820 1,174 120 1,440 100 1,200 1.200 Subtotal Prod. Expenses 689 4,384 353 4,240 499 5,984 5,984 OFFICE EXPENSES 695 377 208 2,500 250 3,000 3,000 Accounting / books / checks 610 2,864 200 2,400 250 3,000 3,000 Annual Audit 611 4,000 333 3,996 333 4,000 4,000 Computer Maintenance 646 1,427 125 1,500 125 1,500 1,500 Computer Software(office) 645 300 42 504 42 500 500 Dues and Subscriptions 660 525 44 525 56 675 675 Equipment Lease Copier 756 1,303 100 1,200 108 1,300 1,300 Facility Maintenance 710 109 0 0 25 300 300 Fire Extinguishers 688 73 6 72 6 73 73 Interest 693 135 0 0 15 180 180 License & Permits 700 65 4 48 5 65 65 Office supplies 725 1,276 108 1,300 108 1,300 1,300 Payroll Service 742 284 24 288 29 350 350 PO Box rental 751 68 6 72 6 68 68 Postage 750 352 60 720 29 350 350 Printing 755 135 50 600 17 200 200 Security 800 564 45 540 50 600 600 Storage Unit 805 327 27 327 45 540 540 Taxes 10 0 0 0 0 0 Telephone/internet 835 4,314 350 4,200 360 4,320 4,320 Utilities 880 3,600 300 3,600 300 3,600 3,600 Web Expenses/.TV 890 263 22 263 22 263 263 Subtotal Office Expenses 21,991 1,846 22,155 1,932 23,184 23,184 OTHER EXPENSES Board Development 628 653 100 1,200 67 800 800 Conference Expenses 640 1,904 200 2,400 83 1,000 1,000 Conference Travel 840 686 0 0 50 600 600 Employee Mileage 672 232 25 300 25 300 300 Entertainment & Meals 665 186 30 360 17 200 200 Fundraiser Sharing 689 160 233 2,800 2,800 Legal 695 377 208 2,500 250 3,000 3,000 Outside Services/Consulting 730 16,031 417 5,000 167 2,000 2,000 Promotions 765 54 0 0 42 500 500 Staff Development 67 800 800 Volunteer Program 17 200 200 Subtotal Other Expenses 20,283 980 11,760 776 12,200 12,200 TOTAL G&A EXPENSES 55,067 4,187 50,255 3,531 45,263 45,263 Prepared 9/14/2005 1:40 PM P.- 9 of q ACCOUNT 2004/05 2004/05 2004/05 2005/06 Actual Monthly Annual Monthly ,; : • , -45,263 SUN! ARY„ -28,793 30,000 30,000 -1,193 1,207 50,731 INCOME 175, 352 14,334 172,016 16,317 SALARIES AND BENEFITS -125,191 -11,282 -135,401 -15,144 GENERAL/ADMINISTRATIVE -55,067 -4,187 -50,255 -3,531 BALANCE -4,906 -1,135 -13,640 -2,359 CASH SURPLUS BALANCE WITH SURPLUS CASH RESERVE Prepared 9/14/2005 1:40 PM P.n. 9 of 7 2005/06 2005/06 Annual Annual - Alternate 195,800 198,200 -181,730 -181,730 -45,263 -45,263 -31,193 -28,793 30,000 30,000 -1,193 1,207 50,731 50,731 Petaluma Community Access, Inc. RTMVM12-•• 2004-2005 Petaluma Community Access, Inc. * P.O. Box 2806 * Petaluma, CA 94953-2806 Ph: (707) 773-3190 * Fax: (707) 773-4252 * staff@vca.ty * www.pca.ty Table of Contents Letter from the Chairman..................................................................................... 1 Letter from the Executive Director.................................................................... 2 Historyof PCA.......................................................................................................... 4 Philosophy................................................................................................................ 4 Education and Member Support........................................................................... 5 Community Use Equipment.................................................................................. 5 PCAProduction...................................................................................................... 6 Channel Programming........................................................................................... 7 InternshipProgram................................................................................................ 8 LatinoOutreach..................................................................................................... 8 LowPower FM Radio Project............................................................................... 9 StaffProfiles............................................................................................................ 9 VolunteerProfiles.................................................................................................. 10 FinancialStatements............................................................................................. 11 Mission Statement "To promote freedom of expression in a public voice, to provide access to communication tools, and to foster the use of media." Letter from the Chairman It has been a very busy and exciting year for Petaluma Community Access. A year that included new Board members, a new Executive Director, several new members of the PCA staff and new opportunities for the community. The Board of Directors consists of a dedicated group of individuals who are committed to the original PCA vision of providing television and radio access to the community. New on the Board this year were Raj Neogy and Juli Schmidt, to whom we extend a warm welcome. Ending their terms were Kirk Klingbiet and Andrew Packard, who we thank for their dedicated service. Jennine Lanouette was hired as Executive Director on November 1, 2004, and has been a tremendous benefit to the organization, the membership and the community. Her presence has proven vital to the functioning of PCA as she has diligently worked at improving the infrastructure and expanding the programs. She has also been successful at recruiting new staff members and has assembled a very experienced and enthusiastic team. Financially, PCA remains in good standing, which has enabled the Board to invest in the future. The 2005-2006 budget reflects a commitment to expand the presence and availability of PCA in this community. The efforts of the Board, staff and volunteers have always been and will continue to be focused on the PCA membership and the community. We believe that PCA gives the community a voice by inspiring people to express themselves through electronic media. PCA's success is measured by its ability to provide an honest exchange of ideas, education, information, entertainment and news to the community of Petaluma. Craig Spaulding, Chair Letter from the Executive Director Before I took this job last November, I spoke to numerous people around town to get a sense of the level of community interest in this organization. I was surprised at the number of people I encountered who had been involved in PCA at one time or another, from serving on the board to simply being a guest or crew member on a show. I saw in these people a lot of affection and hope for PCA, as well as degrees of disappointment and disillusionment. The one word that kept coming up over and over again was "potential." A consensus emerged that PCA has always had a tremendous potential that has not yet been fully realized. It was based on this community's belief in PCA's untapped potential and hope for its success that I decided to give it a shot. I knew going in, given that there had not been a consistent Executive Director presence in nearly three years, that the organization would likely need some shoring up before it could move forward. But PCA had two crucial elements in its favor - a basic financial stability and an optimistic, committed and hard working Board. These were what I had to work with as I set about rebuilding the infrastructure and planning for growth. When I arrived at PCA, there was no membership database, no administrative software and the two main office computers were rife with viruses and soon died. There was no member handbook outlining the policies and procedures in an accessible, readable form and consequently the policies and procedures were being inconsistently applied. New non-linear editing software had been purchased, but there were no staff members proficient enough in it to provide training to the membership. There were not enough editing stations for training and two critical pieces of equipment in the studio control - the video switcher and the character generator - were not fully functioning. But most concerning of all were two factors: our educational support to the school district was minimal and our own member production of local, original programming was at an extremely low ebb. We now have computers, software and are building up our databases. We have done a thorough review of the policies and procedures and have just published a new Member Handbook. We have done a complete staff restructuring, hiring five new staff members in the last six months all of whom are proficient at Final Cut Pro editing. We have set up a training room with two new editing stations and are offering regular trainings. We have installed a new video production system in the studio control and have done a thorough review of all other equipment upgrade needs. We are working with the video production classes at both Casa Grande and Petaluma High Schools to. provide supplemental production training and are discussing ways we can expand that support. Our first "Making Television" production lab in June brought in 15 new producers and crewmembers and a second production lab is now underway. Since January, the PCA membership has increased by 50%. I hasten to add, however, that there is still much infrastructure work left to do - on the website, in programming, in the master control equipment - but we've made a good start. The help and support of the Board this past year has been invaluable, particularly the Executive Committee members Craig Spaulding, Dave Sears and Jude Mian. I also want to thank Kirk Klingbiet for the many hours of work he put into computer and website support. Former staff member John Bertucci provided a tremendous service by coming back on a three-month contract and launching the production tab. His presence brought in a tot of new people and effectively jump started our member production efforts. But a special commendation goes to Programming Director Helder Rodriguez who has been with PCA for almost nine years now and to my mind is its unsung hero. He is the one who has kept PCA on the air through ups and downs, thick and thin, rain or shine. He has also been a stalwart lieutenant to me this past year and a tremendous help in navigating through some unpredictable waters. This community owes a huge debt of gratitude to Helder for his unflinching and selfless service to PCA. And I want to welcome the new staff members: Education and Access Director David Waxman; Production Director Jason Noe[; Membership Coordinator and Office Manager Jeanette Aguilar; and Access Assistants Juan Carlos Rivas and Foster Chen. The energy, enthusiasm, creativity, ingenuity and dedication of this group of young people gives me much hope that PCA will soon begin to fulfill its potential. Now's the time to come in and make television! Jennine Lanouette Executive Director 12 History of PCA Petaluma Community Access has its origins in the early 90s when a group of Petaluma residents created the Petaluma TV Project. For nearly four years, this group produced local programming for the existing government channel while advocating for the creation of a non-profit corporation to operate Public, Educational, and Government (PEG) access channels along with a video production facility providing cable access to all Petaluma residents. Their work paid off in 1995 when the City of Petaluma, utilizing the consulting services of The Buske Group, renegotiated its franchise agreement with what was then Viacom/TCI, now Comcast. The result was a capital fund of $500,000 to build the production facility and an annual operating budget of $92,000 funded by a fifty cent surcharge on the cable subscriber's monthly bill. The Articles of Incorporation were signed on August 22, 1995, filed with the State of California on November 15, 1995 and approved by the California Secretary of State on November 22, 1995. This created the corporation known as Petaluma Community Access, Inc. (PCA). PCA was granted 501 C3 tax-exempt status as a non-profit corporation from the Federal Government on February 6, 1997. The fledgling company then began assuming management of the city's PEG access channels, adopting bylaws, making a budget and establishing a board of directors consisting of representatives from the city government, the school district and members of the Petaluma community. Training began being offered to the public in March of 1996 and camera packages were made available to the public for check out in April. PCA assumed responsibility for the programming of channel 61 (now channel 26) on July 1" from 4:00 to 9:00 p.m. Monday through Friday and all weekend. On September 1" PCA's responsibility expanded to 24 hours on channel 61, and channel 63 (now 28) was initiated as the government access channel. Channel 62, the educational access channel (now 27), was launched the following April. With a commitment of mutual support between PCA and the Petaluma School Districts, the media center was permanently housed rent-free at the Casa Grande High School. The architectural firm of Lieb and Miller was contracted to design and build the PCA facility. Consultants from Tech Com, Inc., Sierra Media Systems, Murakami Meyrs and Horn, Zucco-Fagent Engineers, PLA Designs, Pride Productions, Bob Finley of ILM and Illingworth and Rodkins, Inc. also helped out, with many hours donated, to guide the project to fruition. The Media Center opened its doors in April of 1997. Philosophy Petaluma Community Access, Inc. (PCA) is a non-profit membership organization open to all residents of Petaluma and surrounding unincorporated areas, employees of Petaluma businesses and members of Petaluma non-profit organizations. PCA programs Comcast cable channels 26, 27 and 28 in the spirit of community service. PCA aims to heighten community awareness and increase community participation through the making and viewing of local television, and to encourage programming reflecting the concerns, interests and activities of our community. Education and Member Support PCA offers basic video production training workshops aimed at enabling the non- professional to master the tools necessary for making a television show. All members are required to attend an Orientation Workshop upon becoming a member. Media User members are then encouraged to take the certification workshops necessary to gain equipment access. Members can choose from workshops such as: Camera, Lighting, Editing (i -Movie and Final Cut), Studio Production I, II and III and Radio. In January, we launched our first fee-based specialized workshop in the Final Cut non- linear editing software - two-hour classes running for four weeks for both the staff and the membership. The member's class filled up to its eight student capacity and covered the cost of the instructor we hired from outside. In March, we offered a Level II to follow the first class and another Level I, both of which also filled. We then offered a class in the simpler Final Cut Express for members who are less technically inclined. We are continuing to offer Final Cut Express as a two -session certification workshop. Other specialized workshops are in the planning such as Lighting Techniques, Audio Recording, Graphics, depending on demand and interest level. PCA introduced the "Making Television" Production Lab in 2005. Production Lab meets on Monday nights from 7:00 to 9:00 p.m. and runs for four three-month cycles throughout the year concurrent with our broadcast seasons. Each three-month lab culminates in a television showcase of newly produced work. Production Lab is an excellent place to start when first getting involved with PCA. All new producers are encouraged to join as soon as they become a member. For veteran producers, it is also a great resource for crew networking, project feedback and general production support. In May of this year, we held our first work -in -progress screening allowing a member to screen her 35 -minute documentary work to a group of members and get feedback. Two professional feature and documentary editors were invited to offer their insights on a moderated panel with the program producer. A reception afterwards provided networking opportunities for participants. We hope to provide more of these types of supportive member services in the future. Community Use Equipment This year four more digital cameras were purchased for community use, bring the total number of cameras up to nine. Within a couple of months of their arrival, we often had all nine cameras checked out on the weekends. In March, we upgraded to a digital video production system, called the Video Toaster, when it became clear that the character generator and switcher in the studio control could not be repaired. With the advent of Final Cut Pro training classes in January, we discovered the need for dedicated training space and, in March, converted the central community room into a training room and editing lab, purchasing two new Apple E -mac computers to give us a total of five editing stations. PCA Production A live broadcast of the First Annual Holiday Party in December 2004, hosted by Mayor David Glass, featured several musical groups, roll -ins of PCA programs, interviews with producers and staff and a visit from Santa Claus, who also consented to being interviewed on the air. The four-hour holiday festivities and broadcast was considered by all to be a great success. For the second time this year, PCA collaborated with Pacific Clearstream Media Group to produce a live broadcast of the Butter and Egg Days parade through an internet feed. The parade coverage was produced by PCA with a volunteer camera crew and our portable studio. The signal output was then fed through Pacific Clearstream's equipment to a wireless "uplink" provided by Vista Broadband and located on the roof of the Masons Lodge. From there, the signal was sent over the internet back to the PCA studios where it was converted to a television signal for cablecast with less than a minute's delay. Simultaneously, PCMG fed the signal through their website, making it available for viewing on computer by anyone with a high-speed internet connection. In November of 2004, PCA also produced its annual taped broadcast of the Veteran's Day Parade. In June, PCA crews did a live broadcast of the Casa Grande High School graduation, as has been done in years past. But this year we were able to also do the alternative high schools - Carpe Diem, Valley Oaks, San Antonia and Sonoma Mountain - broadcasting live from Luchessi Community Center. In addition, we produced DVD copies of both graduations for sale to graduates and their families. Regretfully, we were unable to be at the Petaluma High School graduation due to media constraints the school put in place anticipating mainstream media attention in response to the military uniform controversy. We will be working to make sure that next year's PHS graduates are afforded the same broadcast and DVD opportunity as the other schools. The Making Television live broadcast on June 25`h was the culmination of eight weeks of work in the production lab. We broadcast two two-hour blocks of pre -produced programming before and after a two-hour mix of live "talk show" interviews with production lab participants interspersed with more pre -produced shows. Over five hours of programming were produced in the production tab, from 60 -second public service announcements to extended lectures and every format in between. 7 Channel Programming PCA programs three channels 24 hours per day with 13 automated playback decks. In addition, two electronic bulletin boards are employed to deliver government and community announcements and information. The Public Access Channel - Channel 26 The public channel presents locally produced programming and viewer -sponsored programming created outside of PCA, with the Community Bulletin Board appearing between scheduled programs. It is on this channel that community members - professional and non-professional alike - as well as local non-profit organizations and institutions, have the opportunity to make their voice heard or get their message out. Most of PCA's educational, technical and member support resources are geared toward facilitating production of programming for this channel. Local non -profits and community groups also have the opportunity on this channel to take advantage of the large amount of films and videos available for access channel cablecast that may pertain to their cause. PCA has resources to offer these groups to help them find such free programming. Channel 26 Programming, July 2004 to June 2005: Local 5331 hrs Imported 1721 hrs Total 7058 hrs Bulletin Board 1006 hrs Live shows 66 hrs Educational Access Channel - Channel 27 The educational channel presents a school district bulletin board in the mornings and a live feed from UCTV throughout the day. During the after school hours, we program selections from our archive of school plays and children's programs. In the evening, channel 27 is designated for PCA's Spanish language programming. it is also where all of the community radio shows are cablecast. Channel 27 Programming, July 2004 to June 2005: Local 4032 hrs Imported 2325 hrs Total 6357 hrs Bulletin Board 1707 hrs Radio shows 912 hrs Government Access Channel - Channel 28 Government channel programming includes live cablecast and taped repeats of all regular and special meetings of the City Council, the Planning Commission and, added in February of this year, the Site Planning and Architectural Review Committee. Taped Sonoma County Board of Supervisors meetings are also shown weekly. 11 This year PCA produces 281 hours of government programming. Community awareness of government is strong due to around-the-clock replay of meetings on channel 28. Community participation in government is increasing as interest is generated by television coverage of the issues. Channel 28 Programming, July 2004 to June 2005: Local 4720 hrs Imported 288 hrs Total 5008 hrs Bulletin Board 1006 hrs Live shows 141 hrs Internship Program PCA offers year round internships at four-month intervals. Interns receive comprehensive training in all aspects of television production. In exchange for this hands-on experience, interns are required to work 15 hours per week—primarily in the evenings and occasionally on the weekends. All activities involve video production and assisting in the administrative operatidn of the media center. PCA accommodates students interning on a semester basis for school credit. Interns have been drawn from local high schools, Santa Rosa Junior College, and Sonoma State University. Any member who is looking for an intensive learning environment, whether a student or a community member, is invited to apply for an internship. The Internship Program involves developing productions that enhance PCA's service to the community. Interns are encouraged to produce their own projects as the internship progresses. For one year, full Media User membership, and access to all certification and specialization workshops are offered as benefits to the participants of the internship program. Latino Outreach Helder Rodriguez, through his diligent effort and deep sense of community, taught 24 Spanish-language classes this year, and oversaw the production of seven Spanish- language television shows, including his own show Puentes (Bridges). PCA's Latino producers open a window to the rich cultural contributions and social challenges being met by Petaluma's Latino community. PCA has benefited greatly from Heider's Latino outreach. Currently, PCA has 15 active Latino members. Other access stations in the North Bay Area regularly request our Spanish language and Latino culture shows for programming on their stations. Low Power FM Radio Project In August of 2004, PCA was granted a Low Power FM radio license by the FCC in partnership with Sonoma State University and Redeemer Presbyterian Church in Cotati. Several planning meetings have taken place and negotiations are underway with a property owner for the installation of a transmitter at a location that is convenient for all three partners. We hope to be on the air by February 2006. Staff Profiles Jennine Lanouette, Executive Director, has worked in the field of film and video for 25 years in various capacities, including free-lance journalist and magazine editor reporting on independent production and distribution, university administrator and professor of screenwriting, and story consultant for both dramatic and documentary films. Most recently she has taught screenwriting at Film Arts Foundation, Sonoma State University and Pixar Animation Studios. Currently, she supplements her three- quarter time schedule at PCA with story consulting for the Independent Television Service, an independent film funder for PBS, as well as private clients. Helder Rodriguez, Programming Director, has been with PCA almost since its beginning. He started as a volunteer while attending Casa Grande High School shortly after his arrival in this country from El Salvador. His voracious curiosity and sharp technical aptitude soon resulted in being offered the job of programmer, which he has faithfully executed ever since. He has also worked in radio at KBBF in Santa Rosa and started PCA's Community Radio Project, broadcasting over the cable channels. He is responsible for PCA's Latino outreach, conducting Spanish language training and production. Helder is also a Tae Kwon Do master. He owns and operates a martial arts school in Petaluma. David S. Levitt Waxman, Access and Education Director, is originally from the Chicago area, and moved to the Bay Area in early 2005. David made his access television debut as a senior in high school, helping to teach a television news production class to sixth graders. While at Southern Illinois University, majoring in television production, he also worked for the local PBS -affiliated television station and won several awards, including two Emmys. After graduating, David worked at access television stations in suburban Chicago, was a freelance video editor, and worked as the staff video editor for a commercial production company in Milwaukee, WI. He now lives in San Anselmo, CA, with his wife, Susie, and their parrot, Thetical. Jason Noel, Production Director, received his production training in the Cinema Department at San Francisco State University and has worked as Lighting Designer, Assistant Director and Production Manager on numerous independent film projects. He has also worked in computer sales and is well -versed in computer technology. He is a Petaluma native and was recently married (the day after we offered him the job!). He and his new wife, Monique, live here in town. 10 Jeanette Aguilar, Membership Coordinator and Office Manager, completed film school at San Francisco State University last year. Since then she has worked as Production Coordinator on a commercial video for Sharper Image and as Assistant Director on three music videos and two short films. Recently, she has directed her own music video for the local band Slinky Minx. Jeanette lives in Rohnert Park and is happy to share and expand her video and film knowledge in a community forum. Foster Chen, Access Assistant, graduated from UC Davis where he studied communications and music. He is a free-lance videographer and editor, specializing in weddings and special events. Foster lives in Rohnert Park and is an avid drummer. Juan Carlos Rivas, Access Assistant, became a member and started taking classes at PCA in April of 2004. Soon, he was mentoring other Latino members and volunteering on PCA crews. Born in El Salvador, Juan has lived in Petaluma for three years. Volunteer Profiles PCA cannot fulfill its mission without the help of its volunteers. We'd like to acknowledge two who have contributed more than their share this year. Bert Crews, Production Lab Mentor, is a free-lance documentary producer and video maker whose career spans the performance arts from theatre design, directing and production to video documentary production. He has produced, shot and editing programs for the National Park Service, PBS, and area Police Departments. In addition to providing invaluable production support to several new members, Bert has created several programs of his own for air on PCA. Lou Zweier, Production Lab Mentor, is a graduate of UCLA film school and has over 15 years production experience in educational television, news, public affairs, and special events programming, including teaching television news production to high school students for an Emmy award winning Student News program. He is currently Director at the Center for Distributed Learning, developing multimedia tools for internet-based learning environments for the California State University system. Lou has been a patient guide for new members in post -production and has served as director on PCA live broadcasts. PETALUMA COMMUNITY ACCESS, INC. FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2005 and 2004 L H HARKIS CERTIFIED PUBLIC XCCOUNTNNT $' A PrnFacalnnol ('...nn.+t:�... CONTENTS Independent Auditor's Report Page Number Statements of Financial Position 2 Statements of Activities Statements of Functional Expenses Statements of Cash Flows Notes to Financial Statements 6-10 L H HAKKIS CEKTIFIED PUBLIC ACCOUNTANT ti: H HARRIS CEKTIFIED PUBLIC ACCOUNTANT A Professional Corporation Lawrence H. Harris. CPA WWW.accountant-ci ty.com/l harri scpa Diane Piccioni, CPA Mai1@1harrisepa.com Donald L. Williamson, CPA INDEPENDENT AUDITOR'S REPORT Debra Anderson Firm Administrator To the Board of Directors Petaluma Community Access, Inc. Santa Rosa, California (707) 516-2727 Fax: (707) 546-4314 We have audited the accompanying statements of financial position of Petaluma Community Access, Inc. (a California nonprofit corporation) as of June 30, 2005 and 2004, and the related statements of activities, functional expenses, and cash flows for the years then ended. These financial statements are the responsibility of Petaluma Community Access, Inc. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain a reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that the audits provide a reasonable basis for our opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Petaluma Community Access, Inc., as of June 30, 2005 and 2004, and the results of its operations and cash flows for the years then ended in conformity with generally accepted accounting principles. Rohnert Park, California September 15, 2005 6400 Redwood Drive • Suite 200 • Rohnert Park, CA 94928 PETALUMA COMMUNITY ACCESS, INC. STATEMENTS OF FINANCIAL POSITION JUNE 30, 2005 and 2004 ASSETS Unrestricted Restricted Total 2005 Total 2004 ASSETS Cash and cash equivalents (Note 3) $ 81,772 $ 81,772 $ 74,790 Fixed assets, net (Note 4) $ 343,762 343,762 325,720 Receivables 40,923 40,923 43,080 Due from the City of Petaluma (Note 7) 4,362 4,362 9,912 Tax Refund 2,123 Due from others 602 Total Assets $ 127.057 $ 343.762 $ 470.819 $--455-22Z LIABILITIES AND NET ASSETS LIABILITIES Accounts payable $ 2,704 $ $ 2,704 $ 1,374 Payroll taxes payable 2,511 2,511 2,364 Fees payable 35 35 Total Liabilities $ 5.250 $ $ 5.250 $-3738 NET ASSETS $ 121,807 $ 343,762 $ 465,569 $ 452.489 Total liabilities and net assets $ 127.057 $ 343.762 $ 470.819 $ 456.227 See Independent Auditor's Report and Notes to Financial Statements 2 L H HARRIS CERTIFIED PLIBLIC ACCOUNTANT 0 PETALUMA COMMUNITY ACCESS, INC. STATEMENTS OF ACTIVITIES Total revenue and support $ 175,324 EXPENSES Unrestricted Restricted Operating Capital Total 2005 REVENUE AND SUPPORT TOTAL EXPENSES 180,286 Accessfees $ 161,789 $ 161,789 Membership fees 3,880 3,880 Taping fees 2,378 2,378 Training fees 2,053 2,053 Miscellaneous 2,730 2,730 Tape income 1,684 1,684 Interest income 629 629 Contributions 181 181 Capital fund income $ 49,953 49,953 Earned income Total revenue and support $ 175,324 EXPENSES Restricted capital Unrestricted operating 180,286 TOTAL EXPENSES 180,286 CHANGE IN NET ASSETS (4,962) NET ASSETS, BEGINNING OF YEAR 126,769 NET ASSETS, END OF YEAR $ 121 807 $ 49,953 $ 225,277 31,911 31,911 18,042 325,720 $ 343,762 See Independent Auditor's Report and Notes to Financial Statements 3 31,911 180,286 212,197 13,080 452,489 $==46556 Total 2004 $ 166,593 3,480 1,790 410 25,890 4,622 $ 202,785 40,632 123,712 164,344 38,441 414,048 $==A "48 L H HAKKIS CEKTIFIED PUBLIC ACCOUNTANT D A PETALUMA COMMUNITY ACCESS, INC. STATEMENTS OF FUNCTIONAL EXPENSES FOR THE YEARS ENDED JUNE 30, 2005 and 2004 Unrestricted Operating Salaries and wages $ 101,880 Payroll taxes 10,620 Employee benefits 9,994 Accounting 6,864 Advertising Bank charges Computer expense 300 Contract labor 16,031 Depreciation expense Dues/subscriptions 525 Equipment lease 1,303 Fees/permits 90 Insurance 8,410 Insurance - workers'comp 2,923 Interest expense 135 Legal 377 Meals and entertainment 186 Meetings Payroll service 284 Postage and shipping 420 Printing 135 Promotional 214 Repairs/maintenance 4,456 Satellite expenses 288 Security 563 Storage 327 Supplies 1,347 Tape stock 1,174 Taxes 20 Telephone 4,314 Training and development 2,557 Travel 686 Utilities 3,600 Web expenses 263 Restricted Total Capital 2005 $ 31,911 $ 101,880 10,620 9,994 6,864 300 16,031 31,911 525 1,303 90 8,410 2,923 135 377 186 284 420 135 214 4,456 288 563 327 1,347 1,174 20 4,314 2,557 686 3,600 263 Total 2004 73,099 7,363 7,853 5,835 159 5 307 40,632 339 1,609 45 12,704 1,047 13 118 259 132 85 1,784 333 534 987 1,084 4,182 3,600 236 TOTAL EXPENSES $ 180.286 $---al .911 $-2L2-197 $ 164.344 See Independent Auditor's Report and Notes to Financial Statements 4 L H HARRIS CERTIFIED PUBLIC ACCOUNTANT PETALUMA COMMUNITY ACCESS, INC. STATEMENTS OF CASH FLOWS 51110 1 A &TO F083 WTATI KIWI I CASH FLOWS PROVIDED BY OPERATING ACTIVITIES 2005 2004 Increase in net assets $ 13,080 $ 38,441 Adjustments to reconcile change in net assets to cash provided by operations: Depreciation 31,911 40,632 (Increase) decrease in accounts receivable 2,158 (5,205) Increase in due from others 8,275 (12,505) Increase (decrease) in: Accounts payable 1,330 (972) Payroll liabilities 147 899 Fees payable 35 Total cash flows used by operating activities 56,936 61,290 CASH FLOWS USED BY INVESTING ACTIVITIES: Acquisition of fixed assets (49,954) (25,890) CASH FLOWS BY FINANCING ACTIVITIES: Payments on long-term debt 0 (7.500) NET INCREASE (DECREASE) IN CASH 6,982 27,900 CASH, BEGINNING OF YEAR 74,790 46.890 CASH, END OF YEAR $��l 72 T1 74790 See Independent Auditor's Report and Notes to Financial Statements 5 L H HAKKIS CERTIFIED PUBLIC ACCOUNTANT A Professional Cnrnnrntinn PETALUMA COMMUNITY ACCESS, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2005 and 2004 NOTE 1. ORGANIZATION Petaluma Community Access, Inc. (PCA) was formed in 1995 as a Nonprofit Public Benefit Corporation under Corporation Laws of the State of California. Its primary purpose is to develop and promote the general public's use of the public access channels provided to the City of Petaluma (City) by the local cable operator (currently Comcast). Through its franchise agreement with the cable operator, the City has been provided with certain channel capacity to be used for public, educational, and governmental access. The City has contracted with PCA for the management of these access channels for a period of five years ending December, 2001. The agreement may be extended for two - five year periods, and the first extension currently ends December, 2006. Primary funding is by a community access fee collected from cable subscribers and remitted by the cable operator. Other funding is provided by memberships, grants and contributions, and miscellaneous sales. Space for the access facilities has been provided through an agreement with the Petaluma City School District and has been constructed at Casa Grande High School. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The financial statements of PCA are prepared on the accrual basis of accounting and, accordingly, reflect all significant receivables, payables, and other liabilities. Contributions received are recorded as unrestricted, temporarily restricted, or permanently restricted support, depending on the existence or nature of any donor restrictions. Upon expiration of a donor stipulation, or accomplishment of a donor's intended purpose, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the Statement of Activity as net assets released from restrictions. Accounts receivable Accounts receivable consist primarily of access fees receivable from the cable operator and paid quarterly. All of the amount receivable is considered fully collectible and no allowance for doubtful accounts has been established. Cash and Cash Equivalents For purposes of the Statement of Cash Flows, PCA considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents. Fixed Assets Fixed assets are carried at cost. Depreciation is calculated using the straight-line method over the useful life of the asset, usually five to forty years depending upon the asset. See Independent Auditor's Report. 6 L H HARRIS CERTIFIED PUBLIC ACCOUNTANT PETALUMA COMMUNITY ACCESS, INC. NOTES TO FINANCIAL STATEMENTS - continued JUNE 30, 2005 and 2004 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — continued Funding PCA's funding consists of an initial $500,000 from the City of Petaluma, via its franchise agreement, for the acquisition and installation of access equipment and for the development of access facilities. The City's franchise agreement also provides for an additional $290,000 to be paid by the cable operator on the third anniversary of the franchise agreement. This occurred on January 17, 1999. The City holds these funds in trust. Of these funds, there remains approximately $145,100 for further access -related capital expenditures. Since PCA is the sole access services operator, it is anticipated that these funds will be made available to PCA upon written request under the terms of the agreement between the City and PCA, and by meeting certain criteria the City may establish from time to time. However, no accrual or other recognition of this funding is recorded on PCA's books. Access fees Access fees are paid voluntarily by a portion of the approximately 18,000 cable subscribers to the cable operator on a monthly basis. The fees are then remitted to PCA on a quarterly basis. The subscriber fee for the year presented was $2.00 per subscriber per month. Currently, approximately 6,670 subscribers are paying the fee. Income Taxes PCA is exempt from income taxation under Section 501(c) (3) of the Internal Revenue Code and Section 23701(d) of the California Revenue and Taxation Code. The Internal Revenue Service has determined that PCA is not a private foundation under Section 509(a) (2). Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from these estimates. NOTE 3. CASH Cash consists of two accounts, maintained at different financial institutions. One is an operating account which tracks general, administrative, and payroll expenditures. The other account is a money market account yielding 2.28% interest. Both accounts are insured by the Federal Deposit Insurance Company, up to $100,000. Currently PCA has no uninsured balances. None of the cash in the operating account or money market account are restricted as of June 30, 2005 and 2004. See Independent Auditor's Report. 7 L H HARRIS CERTIFIED PUBLIC ACCOUNTANT =' A Professional Corporation PETALUMA COMMUNITY ACCESS, INC. NOTES TO FINANCIAL STATEMENTS - continued JUNE 30, 2005 and 2004 NOTE 4. FIXED ASSETS Major classes of fixed assets were as follows at June 30: 2005 Non-portable Equipment $ 139,793 Community Access 107,851 Computer Equipment 32,001 Access Use Equipment 81,125 Leasehold Improvements 333.437 694,207 Less accumulated depreciation (350.445) Net fixed assets 2004 $ 139,793 65,147 25,061 80,815 333.437 644,253 (318.533) 343 762 $ 325 720 Depreciation expense for the year ended June 30, 2005, was $31,911. Depreciation expense for the year ended June 30, 2004, was $40,632. Fixed assets acquired by PCA are considered to be owned by PCA. However, the City of Petaluma has a reversionary interest in those assets purchased with the money held in trust for PCA. Therefore fixed assets are considered to be restricted. NOTE 5. OPERATING LEASE PCA leases a copy machine under a long-term, non cancelable operating lease agreement from Ikon Financial Services. The lease expires in November of 2007, and provides for an automatic month to month extension, unless either party notifies the other in writing at least 30 days prior to the original expiration date. See Independent Auditor's Report. 8 L H HARRIS CERTIFIED PUBLIC ACCOUNTANT =� PETALUMA COMMUNITY ACCESS, INC. NOTES TO FINANCIAL STATEMENTS - continued JUNE 30, 2005 and 2004 NOTE 5. OPERATING LEASE - continued The following is a schedule by year of future minimum rental payments required under the operating lease agreement. June 30 Amount 2006 $1,280 2007 1,280 2008 535 Total minimum lease payments do not include contingent fees that may be paid under the lease agreement, if specified use exceeds 1,500 copies per quarter. If this amount is exceeded, an additional $,025 per copy will be assessed. NOTE 6, CONTINGENT LIABILITIES PCA is a defendant is a lawsuit originating in December of 2004. The case arose after the dismissal of a board member. The former member is suing regarding wrongful removal and defamation of character. In March of 2005, a motion to strike (filed by PCA's lawyers), was granted. The case is currently under appeal, and PCA believes that the claims are without merit and intends to vigorously defend their position. In management's opinion, the likelihood of a material adverse outcome is remote. NOTE 7. DUE FROM THE CITY OF PETALUMA PCA is reimbursed from the city of Petaluma for capital purchases made. The amount to be reimbursed as of June 30, 2005 and 2004 respectively is $4,362 and $9,912. This arises from capital purchases made in June of each year. See Independent Auditor's Report. 9 L H HARKIS CEKTIFIED PUBLIC \CCOUNTANT A Professional Corporation PETALUMA COMMUNITY ACCESS, INC. NOTES TO FINANCIAL STATEMENTS - continued JUNE 30, 2005 and 2004 NOTE 8. NOTES PAYABLE In August 1999, the City of Petaluma loaned $50,000 to PCA as a bridge loan to provide operating funds until the increased access fee revenue was received. The loan is non-interest bearing and calls for quarterly repayment in the amount of $6,250. This loan went into default status in October 2001, with a remaining balance of $18,250. Under the agreement with the City, the City deducted that amount from the funds the City holds for PCA in trust. In April 2002, the City provided a line of credit to PCA in the amount of $40,000 so that operations could continue. PCA drew down on the line during the remainder of the fiscal year. At June 30, 2003, the balance was $7,500. The line of credit was paid off on June 30, 2004. See Independent Auditor's Report. 10 L H HARRIS CERTIFIED PUBLIC ACCOUNTANT ;� Petaluma Community Access, Inc. Board of Directors Craig Spaulding, Chair Capt. David Sears, Vice Chair Jude Mion, Treasurer Tillman Bussey Brian Keith Raj Neogy Juti Schmidt Staff Jennine Lanouette, Executive Director Helder Rodriguez, Programming Director David Waxman, Education and Access Director Jason Noel, Production Director Jeanette Aguilar, Membership Coordinator and Office Manager Foster Chen, Access Assistant Juan Carlos Rivas, Access Assistant Hours Monday through Friday 3:00 - 9:00 p.m. Saturday 11:00 a.m. - 2:00 p.m. Location Casa Grande High School 333 Casa Grande Road, Bldg E (enter from Ely Blvd. parking lot) Mailing address P.O. Box 2806 Petaluma, CA 94953 Phone and Fax (707) 773-3190 (707) 773-4252 E-mail and Web Address staff@pca.tv www.pca.tv