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HomeMy WebLinkAboutbocc.con.008.2002CONTRACT aet APPROVED BY BOCC ON ,)-'7-V DESIGNATED ACCESS PROVIDER AGREEMENT BETWEEN PITKIN COUNTY, COLORADO AND GRASSROOTS TELEVISION, INC. THIS AGREEMENT, made this day of OtLgt . 4 2002, by and between the County of Pitkin, Colorado, a Colorado home -rule county (hereinafter referred to as "the County") and GrassRoots Television, Inc. (hereinafter referred to as " GrassRoots".) RECITALS 1. The County has entered into a Cable Television Franchise Agreement with TCI CABLEVISION OF NORTHERN NEW JERSEY, INC. dated November 11, 1999, which allows for the county to authorize a Designated Access Provider to control and manage the use of any Public, Educational and Governmental Access (PEG) facilities as approved by the County. 2. The County has negotiated a one—time lump sum PEG Access Capital payment of $150,000 to GrassRoots from TCI. 3. The County has purchased, installed and owns $9,527 worth of audio/ video equipment in the Courthouse Plaza 1 Meeting Room, see Exhibit I for specific equipment list. 4. The County has designated GrassRoots to be the Cable Television Designated Access Provider for Channel 12 in Aspen, Colorado. NOW, THEREFORE, the County and GrassRoots for the consideration set forth above, and the mutual promises set forth below, agree as follows: AGREEMENT 1. GrassRoots Responsibilities. GrassRoots shall: A. Provide a broadcast quality signal, in compliance with all Federal Communications Commission (FCC) standards; B. Operate and manage PEG Access Channel 12 in compliance with all applicable rules and regulations; and, once TCI provides any additional PEG Access Channel to the County pursuant to the franchise agreement, GrassRoots may operate and manage the additional PEG channel for the term of this agreement, as approved by the County; Pitkin County/GrassRoots Designated Access Provider Agreement 1 C. Broadcast 24 regular BOCC, and up to 24 special meetings. County agrees to provide GrassRoots with two weeks notice for changes in regular meetings or special meeting dates when possible. D. Provide the County with a semi-annual report due on the 15th of February and the 15th of July, to include BOCC broadcast meeting dates, special meeting dates, complaints, and a summary of public access requests and dispositions. The February report should also include the annual budget and capital expenditures. E. Provide the County with a broadcast quality videotape of each regular and special meeting of the Board of County Commissioners, upon request. F. Provide the public with reasonable access to the studio located at 110 East Hallam St., Suite 132, Aspen, CO 81611 according to the GrassRoots Underwriting Guidelines & Video Tape Duplication Rates for Non-profit Organizations, attached as Exhibit II. G. Provide access for the designated County representative to check signal quality at the studio when requested by the County; H. Keep an accurate and comprehensive file for any and all written complaints regarding the broadcasting of GrassRoots programming, public access and GrassRoots actions in response to those complaints. GrassRoots shall, within 10 days of written request from the County, provide the County a yearly summary report as a part of the semi-annual reporting required in paragraph 1.D, above, which shall include the nature and type of complaints and action taken by GrassRoots in response to those complaints. I. Provide a knowledgeable representative to assist the County in its dealings with TCI concerning PEG access. J. Provide the County with updated copies of the Grassroots By -Laws. K. GrassRoots is responsible to report equipment outages in the Plaza One Meeting room to the County's representative and will attempt to provide replacement equipment during repair periods. 2. Designation as PEG Access Provider. The County agrees to allow GrassRoots to be its designated PEG access provider on channel 12 for the term stated below, so long as GrassRoots complies with this Agreement. 3. Term and Renewal of Agreement. Absent any termination for cause under paragraph 5 of this Agreement, the term of this Agreement shall be for a period of approximately one year, terminating on December 31, 2002. This Agreement shall automatically renew for a twelve (12) month period and fc- milar, 12-month terms unless either party elects to terminate this Agreement by serving -ritten notice to terminate this Agreement on the other party no later than thirty (30) days prior to the expiration of the original term or any one year renewal term. Pitkin County/GrassRoots Designated Access Provider Agreement 2 4. Payment The County agrees to make quarterly payments of $ 5,000, within fifteen days of the end of each quarter of the year, for the services provided by GrassRoots as stated above. This figure is based upon regular meetings of the BOCC averaging 5 hours, and special meetings averaging 4 hours in length, according to the GrassRoots Underwriting Guidelines & Videotape Duplication Rates for Non-profit Organizations (Exhibit 1). Payments shall be made to GrassRoots at 110 East Hallam St., Suite 132, Aspen, CO 81611. The County also agrees, for the 2002 budget year, to contribute to Grassroots an additional $35,000 funded solely from the franchise fees collected from the TCI franchise, also payable quarterly in installments of $8750.00, but payable on or before May 30, August 30, November 30, 2002 and February 28, 2002, to allow for collection of the franchise fees; subject to the following conditions: 1. Grassroots shall fund the Jason Project in 2002, in the amount of $5000.00. 2. GrassRoots shall participate in the County's annual budget process by submitting an annual grant application by the end of July, and shall report to the BOCC on its commercial policies. 3. Any contribution after 2002 is within the BOCC's discretion, and nothing in this agreement shall be construed as creating any entitlement to GrassRoots beyond the annual fee paid for its PEG services, for so long as this Agreement is in effect. 5 Termination for cause. A. In the event that GrassRoots shall default by failing to perform, keep and observe any of the terms, covenants or conditions herein contained on its part to be performed, as determined by the County, the County may give GrassRoots written notice to correct or cure such default and if any such noticed default shall continue for thirty (30) days after such notice is sent by the County, the County will terminate this Agreement. B. In the event that GrassRoots is a debtor in any bankruptcy action under the laws of the United States, either voluntary or involuntary, Broadcaster shall be in default of this Agreement and the County may terminate the Agreement and remove GrassRoots from the County translator system. Failure of the County to terminate the Agreement at the initiation of such bankruptcy proceedings shall not constitute a waiver by the County of its right to terminate. 6. Notices All notices required to be given to the County hereunder shall be in writing and shall be sent by certified mail, return receipt requested, to Debbie Quinn, Assistant County Manager, 530 E. Main St., Suite 301, Aspen, CO 81611. All notices required to be given to GrassRoots shall be in writing and shall be sent by certified mail, return receipt Pitkin County/GrassRoots Designated Access Provider Agreement 3 3 requested, addressed to GrassRoots at the address stated on the signature page of this Agreement. The parties, or either of them, may designate in writing from time to time the addresses of substitute or supplementary persons in connection with said notices. The effective day of service of any such notice shall be the date such notice is deposited in the mail. 7. Indemnity A. GrassRoots (including, by definition here and herein below, Grass Root's employees, officials, agents, representatives and suppliers) shall release, discharge, indemnify and hold harmless the County of Pitkin and its officials, employees, agents, representatives, and service providers from any and against liability for any claim, demand, loss, damages, penalty, judgement, expense, costs (including costs of investigations and defense), fees (including reasonable attorney and expert witness fees) or compensation in any form or kind whatsoever from any bodily injury, death, personal injury or property damage arising out of or in connection with any negligent act, intentional act, error, omission by GrassRoots, or for any resulting liability alleged to accrue against the County on account of Grass Root's acts, errors or omissions; provided however, that such indemnity shall not be construed as an indemnity for bodily injury or property damage arising from the sole negligence or intentional acts of the County or its employees. B. GrassRoots shall further investigate, process, respond to, adjust, provide a defense for and defend, pay or settle all claims, demands, or lawsuits related hereto at its sole expense and shall bear all other costs and expenses related thereto, even if the claim, demand or lawsuit is groundless, false or fraudulent. C. The Parties understand and agree that the County is relying on, and does not waive or intend to waive by any provision of these Required clauses or any other Contract Document, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental immunity Act, Section 24-10-101 et seq., C.R.S., as from time to time amended, or otherwise available to County, its officer, or it employee. Further, nothing in any Contract Document shall be construed or interpreted to require or provide for indemnification of the Contractor by the County for any injury to any person or any property damage whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees. 8. Insurance A. In whole or in p: GrassRoots shall secure and maintain for the term of its contractual relationship \ i the County such insurance policies, from companies licensed in the State of Colorado. us will protect itself, the County (with the County named as Pitkin County/GrassRoots Designated Access Provider Agreement 4 Y additional insured) and others as specified, from claims for bodily injuries, death, personal injury or property damage, which may arise out of or result from the Contractor's acts, errors or omissions. The following insurance coverage, at or above the limits indicated and including such endorsements as are indicated by an "X", are required: (1) Statutory Workman's Compensation: Colorado statutory minimums (2) Commercial General Liability - ISO 1996 Form or equivalent Each Occurrence Limit $1,000,000.00 General Aggregate Limit $2,000,000.00 Products/Completed Operations Aggregate Limit $2,000,000.00 Comprehensive Form (All risks) to include: X Premises/Operations Underground, Explosion & Collapse Hazard X Products/Completed Operations X Contractual Liability X Independent Contractors and Subcontractors X Broad Form Property Damage X Personal Injury (3) Business Auto Coverage: Combined Single Limit Liability (each accident) Bodily Injury (per person/per accident) Property Damage (per accident) Coverage to include: X Any Auto All Owned Autos Hired Autos Non -Owned Autos Garage Liability (4)Special Coverages (check as appropriate): (1) Performance Bond Labor and Material Payment Bond Pitkin County/GrassRoots Designated Access Provider Agreement 5 $1,000,000.00 (2) Professional Errors and Omissions (3) Aircraft Liability (4) Owner's Protective (5) Builder's Risk (6) Boiler and Machinery (7) Loss of Use Insurance (8) Pollution Liability (9) Crime, including Employee Dishonesty Coverage, or Fidelity Bond B. To provide evidence of the required insurance coverages, copies of Certificates of Insurance in a form acceptable to the County shall be filed with the County (through the designated representative) no later than ten (10) calendar days prior to commencement of operations affecting the County. Failure to file or maintain acceptable Certificates of Insurance with the County is agreed to be a material breach of any contract and grounds for rescission or termination. These Certificates of Insurance shall contain a provision that coverage afforded under the policies will not be canceled or materially altered unless at least thirty (30) calendar days prior written notice by certified mail, return receipt request- ed (effective upon proper mailing), has been sent to the County (through the Project Mana- ger). (For purposes of this provision, "materially altered" shall mean a change affecting the coverages required herein, including a change to policy limits as set out in the then - current policy declarations page). Simultaneously with the Certificates of Insurance, GrassRoots shall file with the County (and promptly update, as necessary) a certified statement as to claims pending against the required coverages, reserves established on account of such claims, defense costs expended and amounts remaining on policy limits. In addition, these Certificates of Insurance shall contain the following clauses: The clause "other insurance provisions," in a policy in which the County of Pitkin holds a Certificate, shall not apply to the County of Pitkin. The insurance companies issuing the policy or policies hereunder shall have no recourse against the County of Pitkin for payment of any premiums or for assessments under any form of policy. Pitkin County/GrassRoots Designated Access Provider Agreement 6 (5) Any and all deductibles in the above -described insurance policies shall be assumed by and be for the amount of, and at the sole expense of the Contractor. Location of operations shall be: "all operations and locations at which work for the referenced Project is being done." 9. Laws and Regulations. As a condition of this Agreement, GrassRoots agrees to obey and comply with all existing and future laws, and all lawful directives, conditions of certificates, and rules and regulations adopted, promulgated, or ordered by the United States Government or any of its agencies, the State of Colorado or any of its agencies, all as may affect GrassRoots and its operations and activities in and at Pitkin, Garfield and Eagle Counties, Colorado. Failure to comply with federal regulations or to maintain any licenses or certificates required by law is agreed to be a breach of this Agreement. 10. No Discrimination. The parties hereto covenant and agree that no person on the grounds of race, color, national origin, religion, sex, age, disability or status as a veteran shall be illegally excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the scope and provisions of services described by this Agreement. 11. Successors and Assigns. This Agreement and all of the covenants hereof shall inure to the benefit of and be binding upon the County and GrassRoots respectively and their agents, representatives, employees, successors, assigns and legal representatives. GrassRoots shall not have the right to assign, transfer, or sublet its interest or obligations hereunder without the written consent of the County. 12. Third Parties. This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party or parties, except to parties to whom GrassRoots or the County may assign this Agreement any rights to claim damages or to bring any suit, action or other proceeding against either the County or GrassRoots because of any breach hereof or because of any of the terms, covenants, agreements or conditions herein contained. 13. Waiver. No waiver or default by either party of any of the terms, covenants or conditions hereof to be performed, kept and observed by the other party shall be construed, or operate as, a waiver of any subsequent default of any of the terms, covenants or conditions herein contained, to be performed, kept and observed by the other party. 14. Agreement Made in Colorado. The parties agree that this Agreement was made in accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the Courts of Pitkin County, Colorado. Pitkin County/GrassRoots Designated Access Provider Agreement 7 15. Attorneys Fees. In the event that legal action is necessary to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorneys fees. 16. Waiver of Presumption. This Agreement was negotiated and reviewed through the mutual efforts of the parties hereto and the parties agree that no construction shall be made or presumption shall arise for or against either party based on any alleged unequal status of the parties in the negotiation, review or drafting of this Agreement. 17. Authorized Representative. The undersigned representative of GrassRoots, as an inducement to the County to execute this Agreement, represents that he/she is an authorized representative of GrassRoots for the purposes of executing this Agreement and that he/she has full and complete authority to enter into this Agreement for the terms and conditions specified herein. 18. Integration. This Agreement constitutes the entire agreement and understanding between the parties. Any addition or modification to this Agreement must be in writing and executed by both parties. IN WITNESS WHEREOF, the parties have made and executed this Agreement the day and year first above written. ATTEST: Deputy Clerk and Recorder Pitkin CountyiGrassRoots Designated Access Provider Agreement 8 BOARD OF COUNTY COMMISSIONERS PITKIN COUNTY, COLORADO Patti Kay -Clapper, Chairperson Dated: Address: 530 E. Main Street Aspen, CO 81611 ATTEST: Approved as to form: County Attorney: Pitkin County/GrassRoots Designated Access Provider Agreement 9 GrassR Dts,Television, Inc. Dated: John seers Title: —Executive Director y: James R. True Title: President Address: 110 E. Hallam St. Aspen, CO 81611 RECOMMENDED FOR APPROVAL: Dated: 02 /74 a— Debbie Quinn, Assistant County Manager Pitkin CountyiGrassRoots Designated Access Provider Agreement 10 I� Exhibit I Audio/Visual Equipment List Quantity Description Amount 1 Canon VC-C3 MRII communications camera/reg., 1,193.00 2 Panasonic AG18BU 2-hr. VHS Camcorder, 1,039.00 1 JVC TM 191BU 13" color monitor/reg., 219.93 1 Videonics MX-laudio/visual mixer/reg., 749.95 1 Panasonic CT-1386VY 13" color vido monitor/receiver/reg., 249.95 1 Panasonic AG-1980 S-VHS/VHS HI-FI editing VCR/reg. 949.00 1 Videonics Video Titlemaker 3000/reg 549.95 2 Libec Tripod 50 mm Ball Base w/ fluid head/reg 375.90 1 Betford TvNCR Security Center 68" H 4 doors/reg. 968.50 1 Sony MDR-7604 prof folding headphone 64.95 1 ShureM367 Portable Mixer/Reg 514.95 1 Camera Mount 40.00 Colorado Audio Visual Installation Cabling 1,400.00 Total $9,527 Pitkin County/GrassRoots Designated Access Provider Agreement 11 l 1 i3 6/1/01 Underwriting Guidelines & Video Tape Duplication Rates for Non-profit Organizations All shoots must be scheduled at least 2 weeks in advance. All shoots are subject to equipment and staff availability. Each shoot includes director, camera operator if available, and an additional half hour of studio time. Each program will receive one scheduled airtime plus] filler time and one free copy of the program. Additional copies are available at the rates below. Studio Programming Shoots: 1 half hour program $100.00 1 hour program $150.00 Location and Field Production: 1 camera, 4 hour max. shoot. no edit required $250.00 1 camera, 4 hour max. shoot, 4 hours cuts only editing $350.00 1 camera, sound tech, lights, full package, 4 hours max $400.00 Multi -camera shoots will be quoted on a per job basis. Editing: Cuts only, with operator $30.00 per hour Cuts only, no operator $10.00 per hour Media 100 non -linear editor with operator $50.00 per hour Digital Graphics/Animations $75.00 per hour Video Tape Duplication: One copy any length $20.00 per tape 2-3 copies at same time $15.00 per tape 4-5 copies $14.00 per tape 6-8 copies $13.00 per tape GrassRoots Television, Inc. reserves the right to adjust rates. GrassRoots Television, Inc. also reserves the right to review, approve or disapprove of any programs All programs are subject to cancellation when the board of directors deems appropriate. All underwriting is paid directly by underwriter to GrassRoots Television, Inc. All host/producers must sign a written agreement stating that they agree to these terms.