HomeMy WebLinkAboutCABLE & VIDEO FRANCHISE RENEWAL PROCESS AGREEMENT Please return recorded Document to .
Contract No . 105- 11
Richland City Clerk
P . O . Box 190
Richland , WA 99352
INTERLOCAL AGREEMENT
COLLABORATIVE LOCAL CABLE/VIDEO FRANCHISE RENEWAL PROCESS
THIS AGREEMENT is executed this day ,of - 41 2011 b and
Y
between the CITY OF RICHLAND , a municipal corporation , hereinafter called
" Richland , " and the CITY OF PASCO , a municipal corporation , hereinafter called
" Pasco " .
RECITALS
WHEREAS , Richland and Pasco wish to work in a collaborative and joint
franchise renewal process whose cable franchises with Charter Communications will
expire in 2013 ; and
WHEREAS , Richland and Pasco wish to obtain specialized services in order to
facilitate the cable television franchise renewal process ; and
WHEREAS , Richland and Pasco have selected The Buske Group ( "the
consultant" ) for facilitating the renewal process ; and
WHEREAS , Richland and Pasco are willing to share in overall project
management and negotiations with Charter ; and
WHEREAS , Federal law governing cable television franchise renewal requires
the cities to determine local needs in regard to cable television services , and the cities
have determined that a joint process to determine those needs and to negotiate
successor franchise agreements is appropriate and in the best interests of the
community ; and
WHEREAS , pursuant to the Interlocal Cooperation Act , RCW 39 . 34 , et seq . , two
or more public entities by agreement may jointly exercise any powers common to both
parties , including exercise of such powers in each other' s jurisdictions ; and
WHEREAS , Richland and Pasco therefore desire to enter into an agreement
whereby Richland and Pasco shall be responsible for obtaining cable television
Cable Franchise Renewal Interlocal Agreement pg . 1
franchise renewal consulting services for Richland and Pasco , through a contract with
The Buske Group .
IT IS HEREBY MUTUALLY AGREED AS FOLLOWS :
1 . Purpose of Agreement . Richland and Pasco agree to share in services as
stated in the scope of services herein , pertaining to the local cable franchise renewal
process . A summary of the services that will be shared -by Richland and Pasco is
attached hereto as Exhibit "A" .
2 . Term of Agreement . This Agreement will continue in full force and effect
until the approval by each City Council of a franchise agreement with Charter
Communications or successor company , unless terminated earlier by any party as
outlined in Section 6 .
3 . Amount and Manner of Payment by Richland and Pasco . Richland and
Pasco agree to share all costs of a consultant selected pursuant to Section 1 . The cost
of The Buske Group ' s services is to be shared equally between the cities with the
following exceptions :
a . In the event that one City has need of consultant services for review of
Charter' s performance , due to conditions of the current franchise which are
not common to both cities , and to the extent that such review results in costs
that are identifiable and attributable solely to one City , the benefitting City
agrees to pay 100 % of such costs .
b . In the event that one City has need of consultant services for negotiation of
new franchise terms which are not common to both Cities , and to the extent
that such review results in costs that are identifiable and attributable solely to
one City , the benefitting City agrees to pay 100 % of such costs .
The total cost of the consultant shall not exceed $ 144 , 000 . Richland will contract with
and make payment to the consultant and invoice Pasco for reimbursement of their
portion . If additional funds are required ( unless required by the exceptions a . and b .
above ) , Richland and Pasco will negotiate a proposed amendment to this Agreement ,
stating the required additional funds and each party will have an opportunity to continue
with the project pursuant to the Agreement as amended . If a party chooses not to
continue its participation due to the need for additional funds , such party may cease to
participate by following the termination procedure in Section 6 , but will be responsible
for its proportionate share of costs to date .
Cable Franchise Renewal Interlocal Agreement pg . 2
4 . Timely Performance . Richland and Pasco agree to meet and confer with
regard to services as set forth herein as may be required to insure timely and adequate
performance of this Agreement .
5 . Hold Harmless/ Indemnification . Richland and Pasco shall defend ,
indemnify and hold harmless each other as well as their respective officers , officials ,
agents , employees and volunteers from any liability , suit , cause of action , or other legal
proceedings ( including reasonable attorney fees and costs ) which may be brought or
claimed against Richland and Pasco as a result of performance of or failure to perform
under this Agreement .
68 Termination . Either signatory to this Agreement may terminate this
Agreement by giving no less than fourteen ( 14 ) days ' written notice of the intent to
terminate this Agreement . Provided however , neither party may terminate this
Agreement prior to completion of the needs assessment except upon the mutual
consent of both parties evidenced by both Councils ' approval of termination of this
Intergovernmental Agreement . Notice shall be considered given when deposited in the
United States mail , and addressed as provided in Section 11 below . In the event of
termination of this Agreement by either City prior to completion and final payment by
that City , the terminating City will pay the other City its share of the costs for all services
performed up to that City' s total proportionate share of the project costs which were
actually and satisfactorily rendered up to date of termination .
7 . Entire Agreement . This Agreement constitutes the entire Agreement
between the parties hereto and supersedes any and all prior agreements , whether oral
or written , relating to the subject matter thereof. Any modification of this Agreement will
be effective only if it is in writing and signed by both parties hereto .
8 . Severability . If any provision in this Agreement is held by a court of
competent jurisdiction to be invalid , void or unenforceable , the remaining provisions will
continue in full force without being impaired or invalidated in any way .
9 . Execution of Agreement . This Agreement may be executed in multiple
originals , each of which is deemed to be an original , and may be signed in counterparts .
10 . Applicable Law . Both parties agree that in the performance of this
Agreement , each will comply with all applicable State , Federal and local laws and
regulations . This Agreement shall be governed by and construed in accordance with
the laws of the State of Washington .
11 . Notices . The point of contact for Richland on matters pertaining to this
Agreement shall be Jon Amundson , Deputy City Manager . The point of contact for
Pasco on matters pertaining to this Agreement shall be Stan Strebel , Deputy City
Manager ,
Cable Franchise Renewal Interlocal Agreement pg • 3
12 . Interlocal Cooperation Act Provision . Each party shall be solely
responsible for all costs , materials , supplies and services necessary for their
performance under the terms of this Agreement . All property and materials secured by
each party in the performance of this Agreement shall remain the sole property of that
party . All funding incident to the fulfillment of this Interlocal Agreement , shall be borne
by each party necessary for the fulfillment of their responsibilities under the terms of this
Agreement . No special budgets or funds are anticipated , nor shall be created incident to
this Interlocal Agreement . It is not the intention that a separate legal entity be
established to conduct the cooperative undertakings , nor is the acquisition , holding , or
disposing of any real or personal property anticipated under the terms of this
Agreement . The contacts listed Section 11 shall be the Administrators of this
Agreement . This Agreement shall be filed with the City Clerk of each City , or
alternatively , posted on the parties ' respective websites as required by RCW 39 . 34 .
13 . Dispute Resolution /Venue . It is the Parties ' intent to first resolve any
disputes relating to the interpretation or application of this Agreement informally through
discussions at the staff level . Shou-Id those discussions fail , resolution shall be by
presentation to the City Managers . In the event the dispute is still not resolved , it shall
be resolved by binding arbitration pursuant to RCW 7 . 04A , as amended , and the
Mandatory Rules of Arbitration ( MAR ) ; and venue shall be placed in Benton County ,
Washington , the laws of the State of Washington shall apply , and the prevailing party
shall be entitled to its reasonable attorney fees and costs .
IN WITNESS WHEREOF , the parties enter into this Agreement .
CITY OF RICHLAND , WASHINGTON CITY OF PASCO , WASHINGTON
ara°a.
By : By :
City ger Mayor
ATTES AT ES : .
City Clerk Cit lerk
APPROVED AS TO FORM : APPR S TO FORM :
City Attorney City Attorney
DATE : �� r DATE 16 If
Cable Franchise Renewal Interlocal Agreement pg . 4
EXHIBIT A
Summary of Services to be Shared by Richland and Pasco
1 . Richland and Pasco shall share as project coordinators and negotiators ( in
conjunction with a negotiator provided pursuant to the contract with The Buske
Group ) on behalf of the Richland and Pasco in negotiations with Charter regarding a
local franchise renewal process . Specifically , the matters to be considered under this
agreement would include public , educational , and government access related
matters , as well as institutional networks ( I - NETs ) .
2 . Richland and Pasco shall share professional consulting services specific to the cable
franchise renewal process through a contract with The Buske Group . Those
services shall include the following , which shall be provided as part of a joint
franchise renewal process including Richland and Pasco .
A. DESCRIPTION OF SERVICES
o Develop a plan for franchise renewal and strategies to implement that plan .
o Conduct an analysis of certain aspects of the past performance of Charter to
determine whether Charter (or its predecessors ) has performed as required
pursuant to its franchise agreement .
o Identify franchise renewal goals , develop positions , and negotiate a renewal ( or
extended and amended ) franchise with Charter , within constraints imposed by
Federal law .
o If a renewal ( or extended and amended ) franchise is negotiated , prepare a draft
franchise agreement for action by the respective City Councils of Richland and
Pasco .
o Meet with Charter with regard to matters related to its provision of video services
within Richland and Pasco pursuant to its video franchise .
Cable Franchise Renewal Interlocal Agreement pg . 5
I Richland and Pasco shall regularly coordinate with regard to the tasks described
herein . Richland and Pasco and The Buske Group shall meet and confer in regard
to negotiating positions to be taken during any negotiations .
4 . Richland and Pasco agree to provide each other and The Buske Group timely
access to any books , documents , papers , and records that are pertinent to the
subject matter of this Agreement .
Cable Franchise Renewal Interlocal Agreement pg . 6