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HomeMy WebLinkAbout9229 DocuSign Envelope ID: D3DB8D8B-EB84-461B-A540-05E879487016 BREMERTON KITSAP ACCESS TELEVISION SERVICE CONTRACT This Bremerton Kitsap Access Television Service Contract ("Agreement") is made and executed by and between the City of Bremerton ("Bremerton"), which operates Bremerton Kitsap Access Television ("BKAT"), and Port of Bremerton hereinafter referred to individually as "the Port". Bremerton and the Port hereby agree as follows: Section 1. Scope of Services. Bremerton,through BKAT, shall provide governmental access television services, including but not limited to video production and program scheduling related to the Port commitments as outlined in this Agreement. BKAT will post the Port of Bremerton Board of Commissioners' meeting agendas on the BKAT video community bulletin board. BKAT shall provide consultation during productions in-progress, pre-production and post- production services, and properly trained staff. BKAT's specified numbers of service commitments covered by this Agreement are set forth in the following"BKAT Service Commitments to Port of Bremerton"table: BKAT Service Commitments to Port of Bremerton Description Location Schedule Number per Year Port of Bremerton Board Recorded via First Tuesday of 23 of Commissioners Zoom from BKAT the month Regular Meetings offices, and 10:00 a.m. and cablecast live on Fourth Tuesday of BKAT the month at 6:00 p.m. Total 23 BKAT Services shall include all meeting hours, but under this agreement, do not include portal to portal charges, as scheduled service commitments will be recorded, broadcast, and produced from the BKAT Studio. Additional special meeting coverage requests and/or production requests by the Port for meetings not recorded via Zoom from the BKAT offices will be agreed to/taken on a per production basis and may include portal to portal charges. Fees for these services shall be determined by the applicable rate structure as published by BKAT annually. The Port shall retain control over program content and designate one person to authorize and schedule programs produced under this Agreement. BKAT shall provide production and playback of regularly scheduled Board meetings and provide a video on demand (VOD) link for public viewing and download. BKAT will maintain VOD archive for at least one year after original meeting date, with the Port responsible for downloading weekly and storing their own primary VOD copies of meetings if desired for record-keeping. Page 1 of 3 DocuSign Envelope ID: D3DB8D8B-EB84-461B-A540-05E879487016 BKAT will work with the Port to establish regular, consistent playback times for programs produced under this Agreement. Once scheduled, program times shall not be moved, altered, or deleted without the consent of the Port. Meetings will be aired live on BKAT. Special meetings will be aired live unless they conflict with other regularly scheduled government meeting coverage. Posting of meeting agendas to the BKAT video community bulletin board will be made when agenda is available by 4pm the Friday prior to the scheduled meeting and will air until the following Friday. Production requests by the Port beyond the scope of this Agreement will be taken on a per production basis. Fees for these services are separate from this Agreement and shall be determined by the applicable rate structure as published by BKAT. Production schedules and timelines for services beyond the scope of this Agreement shall be determined by the Parties at the time of request. Section 2. Payment Obligations. In consideration of the services provided pursuant to this Agreement,the Port shall pay Bremerton an annual service fee of$7,630. Effective upon signing, known as the "Contract Anniversary Date", and each year thereafter, upon the contract anniversary date,the annual service fee amount will be adjusted by the June to June Seattle- Tacoma-Bremerton Consumer Price Index-Urban. In no instance shall the recalculated fee drop below $7,630. Bremerton shall provide the Port with written notice of the adjusted service fee amount 30 days,prior to such increased payment being due. Services rendered beyond the scope of this Agreement, as set forth in Section 1, shall be billed in addition to the annual amount at the rates established and published by BKAT. The Port shall pay the fee due to Bremerton under this Agreement as follows: On a monthly basis, and no later than the last claims batch of each month, the Port shall pay Bremerton 1/12 of the current annual amount as specified herein. If Bremerton provides additional services to the Port beyond those listed in the Scope of Services in Section 1, a separate invoice will be provided and payment due thereon within 30 days of receipt of such invoice. Section 3. Term. This Agreement shall be for a period of three (3)years commencing upon the full execution of this agreement, and terminating December 31, 2026. Section 4. Termination. Either party to this Agreement may terminate the Agreement without cause upon giving ninety (90)days written notice to the other party. This Agreement may be immediately terminated for cause by either party if the other party substantially fails to perform through no fault of the terminating party, and the non-performing party does not commence correction of the failure of performance within thirty(30)days of the terminating party's sending notice to the non-performing party. In the event of termination,the Port shall pay for all services performed by BKAT to the effective date of termination. Section 5. Severability. Should any part of the Agreement be found invalid,the balance of the Agreement shall remain in full force and effect. Page 2 of 3 DocuSign Envelope ID: D3DB8D8B-EB84-461B-A540-05E879487016 Section 6. Indemnify and Hold Harmless. The Parties shall each indemnify, defend, and hold the other harmless from and against any and all claims, suits, actions, causes of action, losses, damage, or liabilities arising or resulting from any alleged negligent or intentional acts or omissions arising out of the performance or non-performance of their respective responsibilities as set out in this Agreement. In the event of litigation to enforce any of the terms or provisions of the Agreement herein, each party shall pay its own costs and attorney's fees. Section 7. Notices. All notices and other communications to be given by either party may be given in writing to the appropriate party as follows: Public Access Manager Chief Financial Officer BKAT Port of Bremerton (Bremerton Kitsap Access Television) 8850 SW State Hwy 3 7266 Tibardis Rd NW Bremerton, WA 98312 Bremerton, WA 98311 Section 8. Compliance with Laws. The Parties shall comply with all applicable federal, state, and local laws in performing their obligations under this Agreement. Section 9. Choice of Law and Venue. This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in the Kitsap County Superior Court. Section 10. Assignment. Any assignment of any portion of this Agreement shall not be made without the written consent of both Parties. Section 11. Waiver. Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right of power arising out of this Agreement shall not be deemed waiver of any other right or power. IN WITNESS WHEREOF,the parties have executed this Agreement as of the later of the signature dates included below. CITY OF BREMERTON PORT OF BREMERTON DocuSigned by: � DocuSigned by: tA, Greg�'� !gee er' a or Jim RothlinaC ie g � ,�VI y Executive Officer APPROVED AS TO FORM 5/10/2024 Date i DocuSigned by: Kylie �inne 1, City Attorney Page 3 of 3