AGREEMENT FOR SERVICES
BETWEEN
CITY OF ASHLAND
AND
SOUTHERN OREGON UNIVERSITY

Agreement between the City of Ashland, ("City") and the State of Oregon acting by and through the State Board of Higher Education on behalf of Southern Oregon University ("SOU").

RECITALS:

A. City and SOU have provided cable access television to the community for several years as reflected in the existing agreement between the City and Southern Oregon College entitled "Agreement for Services between City of Ashland and Southern Oregon College", dated June 11, 1996 ("the existing agreement").

B. This Agreement is intended to replace the existing agreement.

C. City and SOU now enter into this Agreement to identify their roles and responsibilities in the provision of cable access services by SOU for the City.

SOU and City agree:

1) SOU Responsibilities. SOU shall use its best efforts to achieve the following objectives during the period of this Agreement:

1.1 Operate Rogue Valley Community Television (RVTV).

1.2 Engage in the cablecast of Public, Education and Government (PEG) access programming and assume control of, all cable channels and interconnect facilities made available to the City for its use.

1.3 Provide to the citizens of Ashland educational courses in video production. Upon completion, citizens become Certified Producers and are trained in the safe, proper and effective use of RVTV's equipment and facilities. Certified Producers are granted access to RVTV facilities and equipment to produce local community programming that will be cablecast free of charge on the designated Public Access channel.

1.4 Periodically assess, by survey or other appropriate means, the scope and degree of community need for SOU facilities, and allocate channels, outline programming, and modify existing policies and procedures to achieve maximum possible use of the facilities on a region-wide basis.

1.5 Ensure proper repair and maintenance to all video equipment at City's council chambers purchased with City funds. All such equipment shall become property of CITY

1.6 Ensure proper repair, maintenance and security of equipment purchased for use at the RVTV facility with City funds. All such equipment shall become property of SOU

1.7 Produce government access programming for the City, the regularly scheduled bi-monthly City Council meetings, monthly Planning Commission meetings, annual Budget Hearings per fiscal year, two hour-long monthly live in-studio shows, such as Town Hall and monthly City Talk. In addition, SOU will reserve one channel for the use by the Ashland Fiber Network (AFN). Additional services shall be charged at the rates reflected on the attached price sheet addendum.

1.8 Provide Video on Demand ("VOD") services to include archiving up to 100 program files of City government access programming for a period of one year from date of capture. RVTV to provide City with links to the City website. City to determine program selection for the VOD services.

1.9 Determine, after consultation and approval by city, use of channels assigned to City.

2) SOU Report Responsibilities.

2.1 SOU shall provide information to the City as the City shall reasonably deem appropriate regarding SOU's RVTV activities, use of funds and accomplishments under this Agreement.

2.2 SOU shall immediately report to the City upon becoming aware of any unexpected development or problems regarding programming or fiscal considerations which may jeopardize the provisions of service under this Agreement.

2.3 SOU shall provide an unaudited annual report to the City prior to September 30 of each year regarding RVTV workshops and training conducted; government and public access programming; revenue and capital and operating expenses and a budget-to-actual financial statement based on the fiscal year. SOU will certify that the unaudited annual report provided to the City are the final numbers reported to SOU by RVTV.

3) Period of Performance. The period of performance covered by this Agreement is from the date of the last signature affixed to this document to June 30, 2008. In the event written notice is not given by either party to terminate this Agreement at least 180 days prior to the termination date, this Agreement shall be extended for successive two-year periods on the same terms and conditions

4) Compensation and Method of Payment. Subject to the conditions set out in sections 4.2 and 5.1, the City shall pay to SOU:

4.1 Forty percent, not to exceed $50,000 annually, of the cable television franchise fees received by the City from Ashland Fiber Network (AFN) and Charter Communications (Charter) derived from the franchise areas granted to AFN and Charter during the period set forth in section 3.

4.2 One hundred percent of the PEG access fees received by the City. These fees may only be used by SOU for RVTV facilities and equipment and equipment for CITY council chambers. Equipment purchased under this provision shall become the property of SOU. Equipment purchased for CITY council chambers shall become the property of CITY. SOU will be responsible for repairing and replacing all equipment including equipment purchased for CITY council chambers.

4.3 Equipment upgrades desired by the City, as contrasted with replacement, will be funded separately by the City. SOU will be responsible for repairing and replacing this equipment.

4.4. Any PEG access grant received by the City from Charter pursuant to the renewal franchise between the City and Charter is to be used to purchase PEG access equipment for the City's council chambers. Such equipment shall be owned by CITY, and maintained, repaired and replaced by SOU.

4.5. City will pay franchise and PEG fees according to this contract based on actual revenue received for the first three quarters of the year. The fourth quarter may be estimated and any adjustments will be made in the first quarter of the subsequent year. All payments will reflect a breakdown of franchise fees and PEG fees. All payments are due within 30 days from date of billing statement.

All payments made to SOU under this Agreement should be sent to the following address:

SOU Business Services
Attn: Valerie Dean, Accounts Receivable
1250 Siskiyou Blvd.
Ashland, OR 97520

5) Budget Restrictions

5.1 The amount of cable television franchise fees payable to SOU under section 4.1 is subject to final appropriation by the City in the budget process on an annual basis.

5.2 If sufficient funds are not provided in future legislatively approved budgets of SOU to permit SOU in the exercise of its reasonable administrative discretion to continue this Agreement, or if the program for which this Agreement was executed is abolished, SOU may terminate this Agreement without further liability by giving the City not less than 30 days prior notice. In determining the availability of funds for this Agreement, SOU may use the budget adopted for it by the Joint Ways and Means Committee of the Oregon Legislative Assembly. SOU will include in its budget request for each fiscal year sufficient for this Agreement.

6) Termination. This Agreement may be terminated by either party if the other party:

6.1 Commits any breach of any of the terms or conditions of this Agreement and fails or neglects to correct the same within 30 days after written notice of such breach. If the breach is of such nature that it cannot be completely remedied within the 30-day period, this provision shall be complied with if correction of the breach begins within the 30-day period and thereafter proceeds with reasonable diligence and in good faith to effect the remedy as soon as is practicable.

6.2 Fails to budget sufficient funds to meet its contractual obligations under this Agreement.

7) Remedies. In the event of termination, SOU shall pay to the City any unexpended funds received by SOU at any time from the City. City shall pay SOU for compensations earned and costs incurred by RVTV prior to the termination date.

8) Assignment. SOU shall not assign or transfer any interest in this Agreement without prior written consent of the City, provided, however, that SOU may subcontract the performance of any provision or obligation required by this Agreement, so long as SOU remains primarily responsible to the City for the performance of such provision or obligation.

9) General Provisions.

9.1 City shall maintain books, records, documents, and other evidence and accounting procedures and practices sufficient to reflect properly all costs of whatever nature claimed to have been incurred and anticipated in the performance of the Agreement. The Oregon Department of Higher Education, Oregon Secretary of State, Federal Government, and their duly authorized representatives shall have access to the books, documents, papers, and records of City which are directly pertinent to the Agreement for the purpose of making audit, examination, excerpts, and transcripts. Such books and records shall be maintained by City for three years from the date of the completion of work unless a shorter period is authorized in writing. City is responsible for any CITY audit discrepancies involving deviation from the terms of the Agreement.

9.2 Except as otherwise limited by Oregon law, ORS 30.260 through 30.300, and the Oregon Constitution, Article XI, Section 7, each party shall be responsible for its tortuous acts and those of its offers or employees arising out of, or in any way connected with the acts of each party under this Agreement.

9.3 City shall have access at all reasonable times, including during normal working hours, to all books and records of RVTV. SOU shall maintain books, records, documents, and other evidence and accounting procedures and practices sufficient to reflect properly all costs of whatever nature claimed to have been incurred and anticipated in the performance of the Agreement. CITY, and their duly authorized representatives shall have access to the books, documents, papers, and records of SOU which are directly pertinent to the Agreement for the purpose of making audit, examination, excerpts, and transcripts. Such books and records shall be maintained by SOU for three years from the date of the completion of work unless a shorter period is authorized in writing. SOU is responsible for any SOU audit discrepancies involving deviation from the terms of the Agreement.

9.4 Except as provided for in this Agreement, the City shall not be liable for any obligations incurred by SOU. SOU shall not represent to any person that the City is liable for SOU's obligations; except for such obligations the City may be liable as provided for in this Agreement.

9.5 SOU is required to comply with chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in this chapter, to all employees performing work under this Agreement and to any subcontractor who performs 50% or more of the service work under this Agreement. SOU is also required to post the attached notice predominantly in areas where all employees will see it.

10) Notices and Representatives. All notices, certificates, or communications shall be delivered or mailed postage prepaid to the parties at their respective places of business as set forth below or at a place designated hereafter in writing by the parties.

CITY of Ashland:
Gino Grimaldi
City Administrator
20 East Main
Ashland, OR 97520

Southern Oregon University
Craig Morris
Director of Business Services
1250 Siskiyou Boulevard
Ashland, OR 97520

11) This Agreement constitutes the Entire Agreement between the parties. There are no understanding, agreement, or representations, oral or written, not specified herein regarding this agreement. No amendment, consent, or waiver or terms of this agreement shall bind either party unless in writing and signed by all parties. Any such amendment, consent or waiver shall be effective only in the specific instance and for the specific purpose given. The parties, by the signatures below or their authorized representatives, acknowledge having read and understood the Agreement and the parties agree to be bound by its terms and conditions.

City of Ashland

By
Title
Date

State of Oregon, by and through the State Board of Higher Education on behalf of Southern Oregon University

By
Title Director of Business Services
Date

The following applies to all services not included in the
Agreement for Services

Service Description	Unit	Fee	Ashland	Ashland	Ashland	Ashland
			Year 1 05-06	Year 2 06-07	Year 3 07-08	Year 4 08-09
Live Government meeting in Council Chambers	Per Hour	$75	$25	$35	$45	$55
City Government meeting Rebroadcast	Per Hour	$14	$0	$0	$0	$0
Studio based live call-in TV production	Per Hour	$450	$450	$450	$450	$450
City Band	Per Show		$250	$350	$350	$350
Single camera shoot for a meeting / presentation	Per Show	$250	$250	$250	$250	$250
RVTV Mobile Truck -individually negotiated	Per Shoot	Per Shoot	Per Shoot	Per Shoot	Per Shoot	Per Shoot
Video Productions -average cost per 15 min. Each production shall be a negotiated price, depending on complexity		$2500
Community Access Producers Certification	8 classes		$45	$45	$45	$45
Community Access equipment check out		$0	$0	$0	$0	$0
Community Access Studio use		$0	$0	$0	$0	$0

Note:
$350 billed in FY03-04 for 7 Budget meetings ($50 each)
$1750 billed for FY04-05 for 7 City Band performances ($250 each)

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