RFP Educational Access TV Capital Funding CITY OF SPOKANE VALLEY
REQUEST FOR PROPOSAL
Educational Access Television Capital Funding
The City of Spokane Valley is accepting proposals from organizations that desire to provide
programming for the City of Spokane Valley educational access channel broadcast on Comcast cable
television. The City anticipates that$35,000 will be available for funding in 2013. Projected funding for
future years will be determined by October 31 of the preceding year. Funds awarded will be limited to
amounts needed for capital expenditures,pursuant to Federal law, and will be determined based upon the
actual PEG funds remitted by Comcast to the City of Spokane Valley.
Organization(s) awarded funds will be required to sign an agreement with the City of Spokane
Valley lasting through the end of 2015 and committing the applicant to provide educational programming
suitable for broadcast, and to broadcast locally produced programming over the dedicated educational
access channels provided by Comcast. A full copy of the required agreement is available on the City's
website at www.spokanevalley.org. Copies may also be obtained at City Hall, ll707 E. Sprague Avenue,
Suite 106, Spokane Valley, WA 99206. The City retains the right to negotiate additional or different
terms to the agreement.
Proposals may be submitted individually or submitted jointly by a third party. Proposals must
include (1) Certification of Insurance at levels that meet or exceed those speci�ed in Section ll of the
required agreement (2) A preliminary Annual Report as specified in Section 9 of the required agreement.
The Annual Report shall be based upon the most recent available data or the most recently completed
Annual Report submitted to other jurisdictions. The Annual Report shall include a capital budget request
for the year 2013 as well as a projected request for all subsequent years of the required agreement. (3) A
business model or description of the type of programming cultivated, including programming that
contributes towards course credit for certificate/degree attainment, and the benefit of programming
provided to the citizens of Spokane Valley and a description and history of the organization.
Proposals must be received at Citv Hall no later than 4:OOpm on January 25°—a 2013.Please
deliver/mail one ori�inal and three(3) conies of the proposal and any supporting documents to:
City of Spokane Valley
Attn: John Pietro
11707 E. Sprague Avenue, Suite 106
Spokane Valley, WA 99206
Proposals received after the deadline will not be considered.
Proposals will be reviewed by staff with recommendations made to the City CounciL It is
anticipated that City Council will make its final funding decision by February 19"'. The successful
applicant will be notified by mail within five days of the Council decision.
For more information, contact John Pietro at jpietro@spokanevalley.org or call 720-5107.
AGREEMENT FOR SERVICES
(Entity)
THIS AGREEMENT is between the City of Spokane Valley, a code City of the State of
Washington, hereinafter "City", and (entity), hereinafter "(entity)", jointly referred to as
"parties".
WHEREAS, the City of Spokane Valley has obtained certain channel resources and
capital financing as a result of a Franchise renewal with the local Cable Operator, Comcast of
Pennsylvania/Washington/West Virginia, LP, ("Comcast"); and
WHEREAS, the Franchise documents include the Franchise Ordinance itself as well as
one side letter. For convenience, Section 13 of the Franchise Ordinance affecting such
aforementioned channel resources is attached hereto as Exhibit A and incorporated herein; and
WHEREAS, (entity) has agreed to provide educational programming identified in
Section 13 of the City's franchise with Comcast as reflected in its Proposal, attached hereto as
Exhibit B and incorporated herein; and
WHEREAS, the Ciry provided public notice it would accept applications from entities
interested in contracting with the City to provide educational television programming for City
residents. (Entity) responded by applying to the City for execution of an agreement for such
services, and the (entity)proposal appears to be in the public interest;
NOW, THEREFORE, in consideration of the terms and conditions contained herein, the
parties agree as follows:
l. OBLIGATION TO PROVIDE PROGRAMMING. Pursuant to this Agreement, (entity)
is obligated to provide educational programming content for the benefit of the citizens of the
Ciry. It is anticipated that (entity) will provide educational programming for broadcast over
designated educational channels. This section, and Section 2 immediately below, comprise the
entire obligations of the City under this Agreement, notwithstanding any other provision.
2. GRANT FROM PEG FEE SOURCE.
a. Subject to applicable Franchise requirements for PEG Fee source expenditures that
may apply, the City agrees to pay (entity) from the "PEG Fee" resource identified in
Exhibit A, a grant of $* for capital equipment and other capital expenditures in accord
with the equipment list attached as Exhibit C hereto. The parties agree Exhibit C is a
planning document and may be revised, subject to the City's approval and Comcast's
review to the extent appropriate, as provided hereafter. For each subsequent year of the
agreement the City will notify (entity) by October 31 of the preceding year the amount of
PEG funds projected to be distributed, if any. The actual amount of funding available
will be determined by the actual PEG contributions provided to the Ciry by Comcast.
Any additional funds would be subject to the same requirements as the original PEG Fee
grant contained herein.
b. With respect to the PEG Fee grant, (entity) is solely responsible for satisfying any
expenditures and/or documentation requirements of Comcast set forth in Exhibit A (to the
extent applicable), (entiry) shall be responsible for its own acts and/or omissions and
those of its officers, employees and agents with regard to any failure to satisfy any
applicable requirements set forth therein. Under no circumstances shall the City be
independently liable to (entity) for payment of any additional funds in the event of a
reduction of money payable by Comcast to the Ciry. Nothing herein limits (entity)'s
option to apply for additional PEG funding or creates any obligation on the part of the
City to accept such applications.
c. Within 90 days, upon request, (entity), after the first year, shall provide Comcast with
appropriate documentation showing expenditures for PEG capital use of the previous
year's PEG funding and showing the budgeted use of the current year's PEG funding. In
the event (entity) cannot demonstrate that PEG funding was used or budgeted for PEG
capital needs consistent with Franchise requirements, it is responsible to reimburse the
City any reduction in PEG funding obligations by Comcast under Exhibit A under this or
any future PEG Fee grant source.
3. PAYMENT. (entity) acknowledges and is accustomed to the practice of being held
accountable for achieving deliverables associated with grant funds. Because these funds are
restricted to capital expenditures, (entity) understands the City's concern about protecting the
grant resource in case of (entity) non-performance. The funds shall only be available for
reimbursement following expenditures by (entity). Reimbursements will only be made from
PEG funds received from Comcast. The City receives quarterly PEG payments from Comcast.
The City will provide (entity) with the current available balance upon request. Reimbursement
requests shall include an invoice accompanied by a detailed expenditure report showing
payments made. Reimbursement shall be made within 30 days of request.
4. ASSIGNMENT. (entity) shall not assign this Agreement without prior written consent.
Any Assignee shall accept all terms and conditions of this Agreement in writing as a condition of
the assignment.
5. (entity) ACCEPTANCE. (entity) agrees to provide educational programming of
community interest consistent with this Agreement and its Proposal, reserving editorial content
control to (entity). To the extent as may be required by law, (entity) agrees to develop viewpoint
neutral community access rules for its users. It is not the purpose or intent of this or any other
provision of this Agreement to create a public forum or open microphone for the channel.
(entity) is an independent contractor for all purposes of this Agreement and not an agent or
employee of the City in any respect.
6. SOLE RESPONSIBII,ITY. Except as provided elsewhere in this Agreement, (entity) is
solely and separately responsible for all (entity) programming and costs associated with
development and preparation of programming. Nothing in this Agreement limits (entity)'s ability
to seek protection from programmers or others as between itself and third parties.
7. COMCAST/FRANCHISE REQUIIZEMENTS.
Educational Access Contract Page 2
a. (entity) is responsible to meet any technical requirements of Comcast regarding its
provision of programming. In case of dispute, the Ciry reserves the right to determine the
issue, consistent with the Franchise and this Agreement.
b. (entity) understands that the City and Franchisee (Comcast) may mutually agree upon
an implementation and enforcement of policy directive and terms of use requirements.
c. (entity) guarantees it will assume responsibility for the content of programming it
prepares or provides to the channel facilities for broadcast. Clearance for use of
copyrighted material shall be the sole responsibility of (entity) and/or the access user.
(entity) promises to implement any use requirements required by the City and Comcast
related to the protection of copyrighted material. (entity) will likewise require that all
(entity) programmers/channel users indemnify and hold Comcast and the City harmless
from all loss or liability, including the costs of legal defense from programming or use of
facilities, channel(s) or access time by the user.
d. Failure to comply with the provisions of this section shall constitute a material breach
of this Agreement.
e. (entity) shall accommodate Comcast's reasonable needs for use of parental control
devises. The Ciry reserves the right to determine any disputes.
8. ANN UAL REPORT. enti shall present in writing an annual report to the City
Council on its yearly activities no later than October 1 each year. A courtesy copy of the written
report shall also be sent to Comcast and the City Clerk's Office. The report shall include the
following information:
a. A financial report including prior year's television programming/production budget
and expenditures.
b. A summary of all television programming, including hours presented, and weekly
programming schedules (may be summarized). Any programming which contributes
towards degree/certificate attainment must be separately identified and referenced as
"for-credit programming".
c. A detailed list of each expenditure the prior year related to the funds provided by the
Ciry, including the cost and purpose to which the equipment is being used related to
programming.
d. A capital budget request for the subsequent year (annually revised Exhibit C).
e. Proof of compliance with all Comcast/Franchise requirements above mentioned,
including:
i. Confirmation that (entity) meets Comcast's technical requirements and a
statement that there are no pending disputes regarding the same.
ii. A current copy of (entity)'s policies and use requirements if changed from
Educational Access Contract Page 3
previous year.
9. TERM/NOTICES.
The Agreement takes effect '�, 2013, and expires December 31, 2015; PROVIDED:
It automatically expires if the current Comcast Franchise expires or is otherwise terminated or
substantially modified for any reason unless extended in writing by the City.
It may be terminated without any requirement of showing cause by either party, upon 90 days
written notice; PROVIDED the City may terminate the Agreement upon a lesser notice period if
it reasonably determines that it is exposed to any loss or liabiliry because of continuation of the
Agreement, Additionally, failure to comply with the programming requirements set forth in
Section 1 may be considered a material breach subject to termination on 10 days notice.
Notices shall be given as follows:
To City: City Manager To (entity): General Manager
11707 East Sprague Avenue, Suite 106
Spokane Valley, WA 99206
10. INDEMNIFICATION. Each party to this agreement shall be responsible for its own acts
and/or omissions and those of its officers, employees and agents. No party to this agreement
shall be responsible for the acts and/or omissions of entities or individuals not a party to this
agreement.
1 l. INSURANCE. During the term of the Agreement, the (entity) maintain in force at their
expense, the following insurance:
Workers' Compensation Insurance in compliance with RCW 51.12.020, which requires
subject employers to provide workers' compensation coverage for all their subject
workers and Employer's Liability or Stop Gap Insurance in the amount of$500,000;
(entity), warrants that it is self-insured against liability claims in accordance with the risk
management and tort claims statutes, including RCW 492 and RCW 43.41.280 et seq.
The tort claims procedure, RCW 4.92.100 et seq., provides the fundamental remedy for
all tort liability claims against the Agency and its officers, employees, and agents acting
as such and all such claims must be filed and processed as provided therein.
12. BUSINESS REGISTRATION REQUIREMENT. Not applicable.
13. RECORDS. The City or State Auditor or any of their representatives shall have full
access to and the right to examine during normal business hours all of (entity)'s records with
respect to all matters covered in this Agreement. Such representatives shall be permitted to
audit, examine and make excerpts or transcripts from such records and to make audits of all
contracts, invoices, materials, payrolls and record of matters covered by this Agreement for a
period of three years from the date final payment is made hereunder. Any records relating to this
Educational Access Contract Page 4
Agreement may be subject to Washington's Public Record Act, Chapter 42.56 RCW.
14. NON-DISCRIMINATION. No individual shall be excluded from participation in,
denied the benefit of, subjected to discrimination under, or denied employment in the
administration of or in connection with this Agreement in violation of State or Federal laws
relating to discrimination.
15. ANTI-KICKBACK. No officer or employee of the City, having the power or duty to
perform an official act or action related to this Agreement shall have or acquire any interest in
the Agreement, or have solicited, accepted or granted a present or future gift, favor, service or
other thing of value from or to any person involved in this Agreement.
16. NO SEPARATE ENTITY; AMENDMENTS. No separate legal entity, partnership or
joint venture is created by this Agreement. This Agreement is binding on the parties and their
heirs, successors, and assigns. This Agreement may be amended at any time by mutual written
agreement.
17. OWNERSHIP OF INTELLECTUAL PROPERTY. The Ciry and (entity) hereby
acknowledge that this Agreement shall not constitute a "work made for hire agreement" as that
term is defined under the Copyright Act, 17 U.S.0 § 101 et seq. Additionally, the City expressly
acknowledges and agrees that (entity) shall own all right, title, and interest in and to all
intellectual property created or obtained by (entiry) during the time it operates as Channel
Manager. Nothing contained in this Agreement shall restrict (entity) from licensing,
sublicensing, assigning, or otherwise disposing of (entity)'s Intellectual Property Rights.
"Intellectual Property Rights" means all intellectual property rights throughout the universe,
whether existing under statute or at common law or equity, now or hereafter in force or
recognized, including but not limited to: (i) copyrights, trade secrets, trademarks, patents,
inventions, designs, logos and trade dress, "moral rights," mask works, publicity rights, privacy
rights and any other intellectual property and proprietary rights; and (ii) any application or right
to apply for any of the rights referred to in clause (i), and any and all renewals, extensions and
restorations thereof.
18. NO THIRD PARTY BENEFICIARIES. Except to the extent that this Agreement
recognizes and confirms certain rights of Comcast under the Comcast Franchise Agreement, this
Agreement is solely between the City and (entity), and there are no third party beneficiaries to
this Agreement.
19. ENTIRE AGREEMENT/SEVERABILITY. This is the entire agreement. In the event
any provision of this Agreement should become invalid, the rest of the Agreement shall remain
in full force and effect unless agreed in writing by the parties.
Dated:
CITY OF SPOKANE VALLEY ATTEST:
Educational Access Contract Page 5
Mike Jackson, City Manager Christine Bainbridge, City Clerk
Approved as to form:
Office of the Ciry Attorney
Dated:
Signed:
For(entity)
Title:
Federal Tax LD. No.
Educational Access Contract Page 6
, '� ATTACF�MENT "A" `�
� �ecNan 1Z. Rates.
1. Th�rvughaut the term of this �ranchise Agreement and.upon request by the Gity,�he Grantes
shall provide an updated rate oard�o the City#hat detaits applicable rates and charges for Cable�ervices
provided under this �rauchise Ageement. This does not rec�uire the Grarttee #o file rates and c�targes
under tem�orary r�3uctions or waivers of rates and charges in conjunchon with projnotionai campaigns.
2. Grantee shall provide a rnini�nnm of tl�iriy (34} days' wri�ten notice #o the Gity and each
Subscriber before ehanging any rates and charges.
3. City may regulate rates for the pra�+ision of Cable �e�-eJice provided over the 5ystem in
accordance with applicabla federal law, in particular 47 C.�.R. Part 76 subpaz�N, �:th� event the City �
C�IOOSeS t� i'BgUlate iates it S�&Il, in accordaz�ce with 4'1 C.�.R. § 76.9ZD, obtain eerti�eation frou� the
FCC, if applicable. The City s1�a11 foltow all applicable FCC ra#e regulations aud shaI� ensure fhat
apprapriate personnel are in place to administer such regulations, City reserves the right#n regulate rates
I far any fi�ture Cabla Services to tl�e maximutn extent allowed by law.
f
Section 13. PFG and_Local Pro�ramming:
1. Commencing on the affective date of th�s Franahise Agreement,Grantee shal�znake available
one(1}full-tima Non-co�ercia�muIti-jurisdictional�EG Channel{the"Government Channel")for �,
future activation and jaint�se by tha Cify,the City of�pakana andior Spokane County for govemrnental �,
access pragramnning, The Cziy shall provide Gran#ee with a minir�u�n offorty-five(4S)days prior
written n.atiea of an initiat r,aeeting to develop an imgiemen�a.tian plan for ac�zvation of tha Governmen�
Channel.
2. Gxantee has histoxzcalty deli�ered a�l PEG Channels available ott i�s Cable System to its
customers in tha City whe�her or not such Channets were directly controlled by the City. Cotnmencing
on the effecti�e date of this Franchise,and�hraughout the term of this�ranchise, Grantea s}aalI deliver�
thvse PEG C�anne�s with�vha�t�e Ci�y has conixacted for serviee,ug to a maximuni o�six(b)
Channeis. Grantee shall cont�ue to daliver those PEG Chatutels so lang as the City's cantracts aze valid
artd the PEG Channels have content ta distribute. Tha City shall provide copies of all PEG Channel
contracts,and contract renawals,to Grantee within thirty(3�)days a�executian.
3. The City acicnowledges tf�at Grantee prot+ides additional benefits to PEG programming needs
�iayond the reqairement Iisted above. This is accomp�ished through th�inalusion of o�her regional PEG �
progamtz�ing witl�in tl�e regional Channel line-up t�at services t�a�zanchise Area. The Grantee will
endeavar to provide fihe Subscribers in the�ranchise Area with the ether regianal PEG Channels sa long
as fhe PEG prograanmers offer them for nse on th.e Cable Sys�em.
�. AIl pEG Channels provide�to Subscribers under this Franchise shall be included by Grantee
subjeot to applicable law. For a�l PEG Channels not under Grantee's contral,Gran�ea shall insure that
there is tta znateriat degradation in ttt�signal that is received by Grantee for distributiou by Grantee over
the Cable System,
5. The City shall be responsible for ali progra�nming requirements�or the Government Channel,
including but not limited to schedu�ing,play6ack,#raining,staffing,copyright clearances,and equipment,
maintenance and repair,uniess responsibi�ity fa:r adzninistering the Gn�emment Channal has been
designated to a third party,which sha11 then become respansib�e fo:r alI programming requirements under
#lxis section. �
6. The Gzantee shall provide tha PEG Channels as parf of the Cabie Service provided to any
Subsoriber,at no additional charge. If Channels are seleeted tluough a znenu syste�,the PEG Channels
Ordinance 09-034 Cvmcast Cahie Franchise Paga 9 of 27
� , .
shatl be displayed as pra�niuently as co�►mercial prag�rarr►ming choices offered by Grantee. Comaast will
us�reasonable effor#s to minimize the movement of City-designated PEG Channel assignments and
maintai�t cammon Channet assi�men#s for compafible PEG pro�ramining.
7. At such time as tha Grantee converts its Basia Cab1e Service Tier from an analog to a digitai
format,tke City's PEG Channels will be carried on the digi�al platf'orm and Grantee shaIl instali,a#its
sole cost,such headend equipment tQ accoma�aodat�such Channal's. Such PEG Channe(s shall be
� accessed by Subscribers through use of standarci digital equipment compatible with Grantae's Cable
�ystem.
�I S. Witl�ir� ninety (90) days of Grantee's accepf.anes of the Fxanchise, Grantee vvill remit to the
City as a capital contribution in suppnrt of PEG capital requirements: (1) onv hundred fifty thousand
dollars ($150,40U) and (2) an amvunt equal to thirty fi�e cents ($0.35) per �ubscriber pez mont�a ta be
paid to the City on a qua.t�edy 6asis far �b.a Life of the Franchis�. Grantea wiIl recoup the inifial one
hundred fifty�ousand doliars($15Q,tlpU)in an amount equal to tr�venty fiva cen�s($U.ZS)per Subseriber
per month un#il the amount is recovered in fuli. To ba elear,during the reco�very period,t3�e Grantee will
re�it#o the City an amount equal to ten cents($0.10)per Subscriber par month nntil tha recovery af the
initial PEG capitxl contribution is campleted, A�er campletion of�he initial PEG capital contribution
recovery,the Grantee will remit the sntire thirty�ve cents (�0.35) per 5ubscriber per month to fhe City
until the fifth year of the Franehise. Upon tha �fth year an�iversary date of the�ranchise term, if the
Grant�e aecepts the full continuation of the ten(10)yeaz term,the Grantee wiI1 rreinit to tha City,�vithin
ninety (90) days of �he anniversary date, another upfront PEG capi#al contribution payznenk of one
hundred�fty thousa�d dollars{$150,QOOj,vcrhich tviI�be recovereci,recouped, and remiited#o tt�e Cify in
the same manner as the irii#ial PEG capital cantribution paymen�,
The City shail allocate all amoun�s under tlzis subsection to PEG capi�al uses exclusiveIy, Grantee sha11
not be responsible for paying the PEG capital contribution witlt respect to gratis or bad clebt accounts.
Consisfent with 47 C.F.R, § 76.922, Gzan#s�may, ua ifs sola discretion, add the cost of the PBG capitaI
contributinn to tha price of Cabie Ser�ices and to eolleat t�e PEG eapital con4ribution frorn �ubscribers.
In addition,consistenf with 47 C.F.R. § 7b985, all amaunts paid as#ha PEG capitai contribu�ion may be
separate�y stated on Subsoribers' bilIs as a City of Spokane Va�ley �EG eapital contribution. Upon
Grautee's w�riiten request and due as agreed upon by both partias,the City sl�all provide#ha Grantee with
documentation showing expenditares far PEG capital use of the previous fiscal years' PBG capifial
contributian atid showing t�e budgeted use of the current year's PEG fitnding. 7n the event the City
cannot demonstrate that PEG capital funding was useci ar budgeted for PEG capital needs,Grantee's PEG
fi�nding€tbtigations gaing fa�-t�ard shall i�a reduced by an equivalent amount.
9. Within ninety (90} days of request, the Grantee shall pxovide att estimate of costs associated
wi� tha construction and activation o�ana re�urn path capable of transmitting Video Progra�nming ta
enable the distribution of the Cit3r's speci�e government acoess pxogramming to Subscribers on the multi-
,�urisdictianat PLG C�an_nei. Tfie rei-�rn line shall run from a loca�ion to be determined by the Cit}r tv the
Grantee's Faoilities. Within�uo hur�dred seventy (270) days nf the City's directive, fihe Grran#ee shaiI
Consfruct and aetivate a return Iine in accordance with the cast astimate proviously pravided. The City
agrees to pay t�ie casts n�the retuttt line wi�hin sixty(60)days of Construction/ac�ivation and reeeipt of
an invozce from the Grantee.
Sec[ion 14. Tnstitutional Network Cannections. Ugon req�est of the Cify, the Grantee shalt
. is��vestiga�e and provide the City a plan wifh a cost estimafe based on either a managed natwork or the
most cc►st effioient connection utilizing current technology �o accammodate the City's reasonable
broadband capacity needs for a nnn-com�nercial connaetion bet�veen fihe City's facilities. Far the
pUCpOS�S 0��1S 3CGt10I1, non-co�amercial r�eans prirrate network communications from and among the
Qrdinance 09-034 Comcast Cal�le Franchise Page 10 of27