City of Rolling Hills Estates CABLECAST BROADCASTING AGREEMENT
BETWEEN THE CITY OF ROLLING HILLS ESTATES AND
THE CITY OF RANCHO PALOS VERDES
REGARDING CABLE CASTING ON PVPTV
THIS AGREEMENT is effective as of this 12th day of April, 2016 between the City of
Rancho Palos Verdes ("City"), a municipal corporation, and the City of Rolling Hills Estates,
("Contracting Party"), a municipal corporation, operating under the general law of the State of
California. City and Contracting Party are referred to herein collectively as the"Parties,"and from
time to time singularly as a"Party."
WHEREAS, PVPtv is a local governmental and educational access channel broadcasting
on Cox channel 35 and Verizon FIOS channel 39 ("PVPtv"), and RPVtv is a local governmental
and educational channel broadcasting on Cox channel 33 and Verizon FIOS channel 38("RPVtv"),
as provided for in the 1996 Cable Act and the franchise agreement between the City and Cox
Communications ("Cox"); and
WHEREAS,the City has authority to cablecast content from other local entities on PVPtv
or RPVtv because the public, educational, and government("PEG")channels are for the exclusive
use of the local entity or its designees under the Public Utilities Code Section 5870(b); and
WHEREAS,the Contracting Party and the City hereby desire to enter into this Agreement
for the airing of the Contracting Party's programming; and
NOW, THEREFORE, in consideration of mutual covenants, benefits and agreements
hereinafter contained, the Contracting Party and the City hereby agree as follows:
1. SERVICES OF CONTRACTOR
1.1 General Provisions for Cablecasting on PVPtv. The parties mutually agree
that the City will cablecast the Contracting Party's content on PVPtv subject to the terms and
conditions set forth in this Agreement and all applicable City rules and policies, including the
Production,Programming and Operational Policies and Procedures for RPVtv and PVPtv("PP&O
Policies").
1.2 Scope of Services. Subject to agreement herein, the City shall air the
Contracting Party's content on PVPtv to provide governmental and educational programming and
useful information to the residents of the Palos Verdes Peninsula.
1.3 Compliance with Law. All cablecasting shall be in accordance with all
applicable federal, state and local laws and policies, including,but not limited to Section 47 USCA
§ 531 of the Telecommunications Act (PEG programming), Section 5870 of the Public Utilities
Code, and the City's PP&O Policies .
1.4 Technical Services and Supplies. The City shall supply and maintain the
technical services and materials necessary to manage and operate PVPtv throughout the term of
this Agreement.
1.5 Non-retention of Content. Copies of programming submitted to the City by
the Contracting Party will not be retained by the City, or returned to the Contracting Party.
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1.6 Conditions of Content and Quality. Submitted video content shall be of
professional quality and meet the minimum broadcast standards of PVPtv and RPVtv. Only the
following categories of programming as defined in the PP&O Policies may be featured on PVPtv
and RPVtv: (i) educational programs; (ii) community information/public affairs; (iii)
governmental decision making; and (iv)programming of community events.
2. COMPENSATION
2.1 Payment for Cablecasting. The City shall grant the Contracting Party
airtime on PVPtv or RPVtv at a rate of forty-five dollars ($45) per meeting prepared for
cablecasting as outlined in section 3.3 herein.
2.2 Additional Fees. Additional fees may be charged if: (1) the program fails
to meet the Broadcast Standards of PVPtv or RPVtv; (2)the video content requires reprocessing;
and/or(3)the content is damaged upon delivery. Additional services required to prepare meetings
for broadcast will be billed in hourly increments of forty-five dollars ($45.00) per hour.
2.3 Additional Services. Additional services can be requested in writing
(email). The request must be approved by the Deputy City Manager or their authorized
representative, and will be billed in hourly increments of forty-five dollars ($45.00)per hour.
2.4 Invoices. The City shall furnish to the Contracting Party an original invoice
detailing the charges for all of the Contracting Party's cablecasting time on PVPtv or RPVtv and
all additional expenses pursuant to Section 2.2 that were incurred the preceding month. The
Contracting Party will have forty-five(45)days from receipt of the invoice to pay the City for the
charges and expenses thereunder. In the event the Contracting Party disputes any charges or
expenses, the original invoice shall be returned to the City for correction and resubmission within
fifteen (15)days.
3. PERFORMANCE
3.1 Schedule of Cablecast. The City shall cablecast meetings for the
Contracting Party on PVPtv during the following times:
a. City Council Meeting—2nd and 4th week of each month,
rebroadcast the following Wednesday at 7:00pm and Sunday at 7:00pm
b. The City shall administer the scheduling of the cablecasts and
maintain, update and make publicly available the contact information for the purposes of
scheduling activities for the cablecasts.
3.2 Emergency Broadcast. Notwithstanding the schedule listed above or any
other agreement to broadcast programming,the City shall have the right to interrupt any cablecast
for the purposes of airing an emergency broadcast. The City shall have the sole discretion as to
whether an interruption is warranted.
3.3 Format. Broadcast shall be delivered in a media format acceptable to the
City format in advance of the meeting as noted in sections 1.6 and 3.4 herein. (The Contracting
Party shall contact the City to inquire as to an acceptable format.)
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3.4 Submissions. The Contracting Party must submit all video content to RPV
City Hall Monday through Wednesday between 7:30am and 5:30pm and Thursday between
7:30am and 2:30 pm,and at least six(6)hours prior to the Contracting Party's scheduled cablecast
slot as defined in section 3.1 herein. The City will attempt at the City's convenience to
accommodate occasional late videos, but any video arriving late as defined herein is subject to
non-broadcast for that scheduled period.
a. As the City is scheduling staffing for the preparation of videos, the
City is not responsible for late, undelivered, damaged or incorrectly formatted video and the
Contracting Party is responsible for payment as defined in section 2.1 herein whether the broadcast
is able to be aired or not.
b. In the event that a Contracting Party broadcast does not air, the City
will fill that timeslot with programming of its choice. The City will provide written documentation
upon request as to why the video did not air. The City is not responsible for events outside control
of the City.
3.5 Additional Programming. Contracting Party may request additional
program broadcast or addition broadcast timeslots. The City shall have authority to approve or
deny the Contracting Party's request for cablecasting slots other than those outlined in section 3.1
herein. The City shall have first priority for airing its content on PVPtv or RPVtv.
3.6 Cooperation. The Contracting Party and the City hereto agree to cooperate
in coordinating programs that are aired on PVPtv or RPVtv so as to avoid conflicting or competing
cablecasts.
3.7 Term. The initial term of this Agreement shall commence upon execution
of the Agreement and continue until the Parties mutually agree in writing to terminate this
Agreement pursuant to Section 5.3 of this Agreement.
3.8 Assignment. The Contracting Party shall not sell, assign, or sublease its
rights under this Agreement.
4. INDEMNIFICATION
4.1 Indemnification. The Contracting Party ("Indemnitor") shall agree, to the
fullest extent permitted by law, to waive, release, defend, indemnify, and hold harmless the City
and their officials,officers,employees,agents, and anyone else acting on their behalf(collectively,
the"City Parties") from and against any and all claims, actions, or suits for damages to persons or
property, death, accidents, losses, costs, penalties, obligations, errors, omissions and/or liabilities
(herein "Claims or Liabilities") that may be asserted or claimed by any person(s), firm, or entity
arising out of or in connection with the use, activity, or operation of RPVtv or PVPtv as a result of
activities conducted by Indemnitor or arising from Indemnitor's negligent performance of or
failure to perform any term of this Agreement,whether or not there is concurrent passive or active
negligence on the part of the City Parties.
In connection with the Indemnitor's obligation to defend and hold the City Parties
harmless, where applicable:
01203.0015/275006.2 3
(a) Indemnitors shall defend any action or actions filed in connection with any
of said Claims or Liabilities and shall pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith;
(b) Indemnitors shall promptly pay any judgment rendered against the City
Parties for any such Claims or Liabilities; and Indemnitors agree to save and hold the City Parties
harmless therefrom; and
(c) In the event that the City Parties are made parties to any actions or
proceeding filed or prosecuted against Indemnitors for such damages or other claims arising out
of or in connection with the airing of the Contracting Party's content on PVPtv or RPVtv pursuant
to this Agreement, Indemnitors agree to pay to the City Parties any and all reasonable costs and
expenses incurred by them in such action or proceeding, including, but not limited to, legal costs
and attorney's fees; and
(d) The Parties further expressly agree that this indemnification provision is
intended to be as broad and inclusive as is permitted by the law of the State of California and that
if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue
in full force and effect.
4.2 Release. The Contracting Party hereby releases and forever discharges the
City Parties, and each and everyone one of them, from and against any and all claims, demands,
actions and causes of action whatsoever which the Contracting Party and/or any of the persons
described in Section 4.1 above may have or may hereafter have specifically arising in any way out
of the exercise by the Contracting Party of the rights afforded by this Agreement. This is a
complete and final release and shall be binding upon the Contracting Party and covers all Claims
or Liabilities arising out of or connected with the airing of the Contracting Party's content on
PVPtv or RPVtv.
4.3 Waiver of Civil Code Section 1542. Further, the Contracting Party
expressly agrees to waive and relinquish all rights and benefits that it may have under Section 1542
of the Civil Code of the State of California. That section reads as follows:
"§ 1542. [General release; extent] A general release does not extend to claims which
the creditor does not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his settlement with the
debtor."
5. ENFORCEMENT OF AGREEMENT AND TERMINATION
5.1 California Law. This Agreement shall be interpreted, construed and
governed both as to validity and to performance of the Parties in accordance with the laws of the
State of California. Legal actions concerning any dispute, claim or matter arising out of or in
relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles,
State of California.
5.2 Supervision, Control, and Enforcement.
(a) It is understood and agreed that the Contracting Party is responsible for the
content of its programs and that the City is responsible for the content of the City programs.
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(b) All rules and regulations, including the City's PP&O Policies, governing
cablecasting on PVPtv and RPVtv must be followed and enforced by the party utilizing PVPtv or
RPVtv. The party whose content is aired on PVPtv or RPVtv shall have responsibility for
providing adequate supervision and for enforcing all rules, regulations, and ordinances.
5.3 Termination. Either party may terminate this Agreement, without cause,
upon thirty(30)days' written notice to the other party. Termination shall not affect or modify any
rights, duties or obligations of either party arising from its acts or omissions prior to the
termination.
6. MISCELLANEOUS
6.1 Non-liability of City Officers and Employees. RPVtv, PVPtv, and all City
Parties are not responsible for missed or failed broadcasts due to content not being delivered as
specified in Section 3.4 herein, black-outs, emergencies, or any other acts of nature, or
circumstances out of the control of the City including unavailability of personnel, recordings that
do not comply with specifications in section 3.3 herein, or other issues with the recording media.
6.2 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement,the
prevailing party in such action or proceeding shall be entitled to reasonable attorney's fees,
whether or not the matter proceeds to judgment.
6.3 Notice. Any notice required or permitted under this Agreement shall be
deemed given when actually delivered or when deposited in the mail addressed as follows:
To Contracting City of Rolling Hills Estates
Party: Alexa Davis, Assistant to the City Manager
4045 Palos Verdes Drive North
Rolling Hills Estates, CA 90274
To City: City of Rancho Palos Verdes
Gabriella Yap, Deputy City Manager
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
With Copy to: City Attorney's Office
David J.Aleshire
18881 Von Karman Avenue
Suite 1700
Irvine, CA 92612
[Signatures on the following page.]
01203.0015/275006.2 5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
gA (91
Douglas Willmore, City Manager
ATT :
Carla Morreale, City Clerk
CONTRACTING PARTY:
CITY OF ROLLING HILLS ESTATES, a
municipal corporatio
‘41#11,4°r
Douglas Prichard, City Manager
01203.0015/275006.2 6