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HomeMy WebLinkAboutPort Townsend School District - PEG InterlocalIllillVIIIIIIIIIIIIII IIII VIIIillllii III VIII IIII IIII B$ 03003P Jefferson County. A CITY OF PORT TOWNSEN RGR 34.00 INTERLOCAL AGREEMENT FOR SHARED USE OF A CABLE PRODUCTION FACILITY LOCATED AT THE PORT TOWNSEND HIGH SCHOOL (As Amended 2004) THIS AGREEMENT is entered into by and between the City of Port Townsend, a Washington municipal corporation ( "City "), and the Port Townsend School District No. 50, a Washington municipal corporation ( "School District "). RECITALS 1. On July 1, 1996, the City granted a non - exclusive franchise to Cable TV Limited Partnership ( "cable operator ") for a term of 15 years. 2. Key components of that franchise agreement were the establishment o£ (1) A designated channel reserved exclusively for Public, Educational and Governmental ( "PEG ") programming; and (2) An account, funded by contributions from the cable operator in an amount determined by the Franchise Agreement per customer per month, for the purchase of capital equipment and facilities for a PEG access studio. 3. This pass - through charge is allowed by and intended to implement the PEG access provisions of the Federal Cable Communications Policy Act, 47 U.S.C. Section 521, et. seq., the Telecommunications Act of 1996, and applicable Federal Communications Rules. 4. The City's intent in negotiating the PEG access provisions of the franchise agreement was to enable it to purchase capital equipment for the production of programming of local value. 5. In the summer of 1997, the School District began an upgrade of the Gael Stuart Building at the Port Townsend High School, with the intent to provide video production space and a possible PEG access center. The upgrade was completed in 1998. 6. The City of Port Townsend and the Port Townsend School District desire to join together in a cooperative effort to jointly use the television production space available at the Port Townsend High School, as well as the capital equipment and facilities to be provided by the City, so that both parties may better service their constituent communities at the lowest possible cost. The parties entered into an Interlocal Agreement on November 4, 1997, for these purposes. 7. The parties desire to modify the Interlocal Agreement entered into on November 4, 1997, to make certain changes as follows: PEG Contract Amendment Page 1 March 2004 488030 Pass: 18 Jefferson County, WA CITY OF PORT TOWNSEN AGR 34.00 a. Minor changes to reflect the change in government ( "Mayor" to "City Manager" etc.) and to ensure consistency with the studio's adopted operating rules. b. Addition of language that would allow the Coordinating Committee to be expanded by up to two additional members representing the public member producers and an educational group. C. School District 50 has agreed to provide utilities and custodial services for all work space in the television production facility in exchange for vocational and technical resources provided by the City. 8. The parties desire to modify the Interlocal Agreement entered into on February 20,2001, to make certain changes as follows: a. Replace references to "Coordinating Committee" to "Administrators" as defined in Section 3 "Formation and Administration of the Interlocal." 8. Pursuant to RCW 39.34, the City and the School District have the power to enter into an inter - agency agreement for the purposes of providing services and facilities in a cooperative manner so as to best meet the various needs and development of the community. 9. The mission of the City and the School District is to work together in a partnership to facilitate communication and the sharing of information within the community, as well as experience and training in video production, through the medium of a PEG access channel and studio facilities. 10. Nothing herein shall be deemed to create a public forum as to the District's studio facilities, except as expressly authorized and regulated hereunder during non - school hours. NOW, THEREFORE, pursuant to Chapter 39.34 RCW, the parties agree to affirm the Interlocal Agreement dated November 4, 1997, with modifications incorporated herein, as follows: 1. DECLARATION OF PURPOSE. The parties to this Agreement join together in a cooperative effort to achieve the following purposes: 1.1 To enable the City to provide governmental and community access and the School District to provide educational access on a designated PEG access channel, through a partnership that allows both government agencies to meet their access goals in a cooperative manner at the least cost possible. PEG Contract Amendment Page 2 March 2004 IIIIIII till 111 03 161 p9r"/p ,1eifersen CWntY. WA CITY OF PORT 1.2 To foster cooperation in the use of video production services in order to benefit the residents of the City of Port Townsend and Jefferson County, and the students and prospective students of the School District and other educational institutions. 1.3 To maximize the use of resources by jointly taking advantage of the upgrade of the video production facilities at the Port Townsend High School and the PEG access capital equipment fund established by the City, in order to accommodate use of a PEG access studio by the City for governmental purposes and community access and the School District for educational purposes. 1.4 To specify operating agreements relating to the location of equipment and joint use of facilities at the Port Townsend High School. 1.5 To foster cooperation in the production of educational, governmental and community access programming. 1.6 To ensure the cable channel for the city is programmed and operated from the facility at Port Townsend High School. 1.7 To provide on- the -job training opportunities for students within the Port Townsend School system or other member educational institutions, to enable them to enter the telecommunications job market and/or pursue advanced education training in the field of telecommunications and video production. 1.8 To educate students, government employees and the interested public in the complex and rapidly changing technology associated with cable systems and telecommunications. 2. CONSIDERATION. This Agreement is entered into in exchange for the mutual promises set forth herein. In regard to the joint cable production facilities, and as governed by the terms of this agreement: 2.1 The School District will provide space sufficient to accommodate a PEG access studio, including but not limited to space for control, production and editing facilities, and will provide adequate electrical capabilities for lighting, control, and editing operations and adequate physical space for the PEG Access Studio Coordinator to be hired by the City. The School District will also provide for maintenance of existing school equipment located within the studio and operation of the educational programming. PEG Contract Amendment Page 3 March 2004 488030 Jefferson lll 11111 lii 1 IN 11111111111111111111111111111111 081 714004 08:03P PORT TOWNSEN ROR 34.00 2.2 The City will provide capital equipment necessary to fulfill the functions of pre - production, production, post - production and transmission of PEG access programming, maintenance of capital equipment purchased by the City, and operation of the governmental and community access aspects of the cable production facilities. In addition, the City may, through a Coordinator hired by the City, aid in the educational and training aspects of the studio, as further recommended by the PEG Access Coordinating Committee and permitted by City budget constraints. 3. FORMATION AND ADMINISTRATION OF THE INTERLOCAL. Pursuant to RCW 39.34, this Agreement shall be administered by the City Manager (or designee) and the School District Superintendent (or designee), herein referred to as "Administrators." 4. DURATION OF AGREEMENT. This Agreement is effective as set forth in paragraph 26, Effective Date and Filing, and shall remain in force for a period of 10 years from the effective date of the parties' Interlocal Agreement entered into November 4, 1997, or until terminated in accordance with paragraph 19, Termination of Agreement. The parties shall review, at intervals no less than two years, the rights and responsibilities as outlined in paragraphs 10 and 11, Rights and Responsibilities of the City /School District, respectively, for compliance with the initial intent of the Agreement. Based on this review, the Agreement may be modified according to the terms specified in paragraph 24, Entire Agreement; Amendments, or terminated according to the terms specified in paragraph 19. The parties have the option to renew this Agreement upon the completion of the 10th year. 5. POWERS DELEGATED TO THE ADMINISTRATORS. As guided by the terms of this Agreement, the Administrators shall set administrative procedures and advise the City Council and School Board on policy matters related to use of the telecommunications production facilities during non - school hours. In furtherance of and consistent with the scope of this responsibility, the Administrators shall have the authority to: 5.1 Implement this Agreement on behalf of the School District and the City. 5.2 Develop and update specific operating rules and procedures for community access programming and use of a character generator to recommend for City Council approval. 5.3 Develop operating rules and a schedule for shared governmental and educational use of the facility, such rules to be based on the assumption that PEG Contract Amendment Page 4 March 2004 1111111111111111111 IN 11111111111111111111111111111111 4$$0sO03P Jefferson County, WA CITY OF PORT TOWNSEN ROR 34.00 government use is authorized during school hours, subject to the general approval of the schedule by Port Townsend High School to ensure that government use does not unreasonably displace or interfere with school educational use. 5.4 Oversee the daily operations of the shared equipment and production facilities located at the Port Townsend High School. 5.5 Establish a master schedule for the use of the shared equipment and facilities. 5.6 Establish training standards and procedural guidelines for the use of shared equipment and facilities. 5.7 Make a recommendation to the City regarding the duties and hours of the personnel hired by the City to coordinate and schedule governmental, educational and community use of the facilities, to operate the studio during specified hours, and to be in charge of maintenance /oversight of the capital equipment. 5.8 Formulate and implement criteria for scheduling hours and terms of use of the PEG access channel. 5.9 Make a recommendation to the City regarding the capital equipment to be purchased by the PEG access capital equipment fund and any money borrowed by the City for purchase of capital equipment. 5.10 Promote public, educational and governmental access in the community and facilitate recruitment of access users. 5.11 Designate an individual to serve as liaison with the cable operator on behalf of the Administrators. 5.12 Recommend other standards and procedures deemed necessary to carry out the terms of this Agreement; provided however, that the parties acknowledge and agree that all issues related to allocating monies and hiring and managing personnel remain within the sole authority of the respective governing bodies. Provided further that each party to this Agreement is responsible for the content of its own programming. PEG Contract Amendment Page 5 March 2004 IIIIII VIII IIIIIII IIII IIII VIII IIIIIII III VIII IIII 488030 f IS Jefferson County, WP CITY OF PORT TOWNSEN AGR 34.00 7. FISCAL OPERATIONS The Administrators shall have the authority to conduct the business and to manage the fiscal operations of the studio, except as may be limited by the terms of this Agreement. In furtherance of this responsibility, the Administrators shall have the authority to: 7.1 Develop and recommend to the City Council and the School Board an annual budget for carrying out this Agreement, which each party shall consider and act upon pursuant to its own budgeting procedures. 7.2 Seek grants and other sources of external funding on behalf of the City and the School District. 7.3 Develop and administer an ongoing equipment maintenance and capitalization program and associated budget recommendations. 7.4 Develop a fee schedule for use of shared facilities and equipment after school hours by individuals, groups and/or institutions not a party to this Agreement, in order to help offset operation and administrative costs. Any fees collected shall go into the City's fund for equipment maintenance and operation of the studio. The Administrators shall also consider establishing a damage deposit system from community users of studio equipment. 8. JOINT MANAGEMENT OF BUDGET AND ASSETS. 8.1 The Administrators shall be responsible for developing annual budget recommendations to the City Council and School Board for carrying out this Agreement. 8.2 The Administrators will not maintain an account for payment of obligations occurring under this Agreement. Instead, revenues will be maintained by each party in a separate account in its respective budget. 8.3 It is anticipated that the School District and the City shall each establish an annual operation and maintenance budget for the PEG access studio, with the expectation that the City will provide maintenance, replacement parts and upgrades of the capital equipment purchased by the City, and that the School District will provide maintenance, replacement parts and upgrades of the capital equipment purchased by the District. For shared purchases, each entity will own the equipment in proportion to their contribution to its cost, and will provide maintenance and replacement parts in proportion to the cost of contribution. 8.4 The Administrators shall be responsible for working with the City Finance Department to establish a mechanism for allocating any monies received PEG Contract Amendment Page 6 March 2004 0 of 16 IIIIII VIII IIIIIII IIII IIII VIII IIIIIII III VIII IIII IIII 48803003P Jefferson County, WA CITY OF PORT TOWNSEN PGR 34.00 from equipment rental and facilities use into the City's operations and maintenance fund for the PEG access studio. 9. ACCESS OPERATING RULES TO BE ADOPTED BY ADMINISTRATORS. While the Administrators shall have responsibility for developing specific rules and procedures for PEG access programming and studio use and shared governmental and educational use of the facilities, the following guidelines shall apply: 9.1 Use of the studio space during school hours shall be limited to governmental and educational users. Subject to School District approval (as mutually worked out between the City and the High School), government and public member use of the studio is also permitted during school hours 9.2 Use of mobile video equipment at locations other than the school premises such as City Hall, the Community Center, etc.) by government or community members may be allowed at any time pursuant to a schedule and criteria formulated by the Administrators. 9.3 The actual governmental and community access programming aired on the PEG access channel (as opposed to use of the studio facilities) shall not be controlled by the School District but shall be allowed at any time pursuant to the schedule and criteria established by the Committee consistent with this Agreement. 9.4 PEG access equipment and facilities should be made available only for the production of non - commercial cable television programming members or by persons sponsored by members (see Operating Rules). 9.5 The Administrators shall employ the Washington State Vocational Educational Guidelines for Video Production in establishing a certification procedure for qualified students trained through the High School media program and other educational institutions. The Administrators shall also establish a training and certification process for community access users. Such certification shall qualify individuals to use the equipment and facilities in accordance with the guidelines and limitations established hereunder. 9.6 Priority use for emergency information programming shall be given to the appropriate agencies. 9.7 While diverse expression representative of the community is encouraged during community access use, the following programming shall be prohibited in the operating rules: Programming which, as determined by prevailing legal standards, is obscene, indecent, slanderous, defamatory or PEG Contract Amendment Page 7 March 2004 VIII VIII IIIIIII IIII IIII IIII IIIIIII III VIII IIII IIII 488Of 16 09M112004 01:03P Jefferson County, WA CITY OF PORT TOWNSEN ROR 34.00 which constitutes "fighting words," gambling or lottery information, commercial advertising or programming with the intent or substantial effect of benefiting an individual or a profit - making enterprise, and programming which constitutes copyright infringement or invasion of privacy. Operating rules for any character generator shall also prohibit political advertising and campaigning for or against issues and candidates. 10. RIGHTS AND RESPONSIBILITIES OF THE CITY OF PORT TOWNSEND. In accordance with the terms of this Agreement, the City of Port Townsend shall: 10.1 Provide television production and editing capital equipment at the Port Townsend High School to accommodate joint use; provided, however, that the City's capital contribution to accomplish these upgrades shall be made only as the funds become available through the contributions from the cable operator as provided in the franchise agreement. The City may, in its sole discretion, purchase capital equipment in advance of the funds becoming available, by borrowing monies from a lending institute, through its bonding capacity, or by any other source allowed by law, but nothing in this Agreement obligates it to do so. 10.2 Establish the hours and duties and pay the salary of a Coordinator or any other personnel hired by the City to operate and schedule governmental and /or community access use of the facilities and to assist in providing educational activities associated with the studio. Prior to employment any such Coordinator or other personnel must undergo the criminal background check required by state law for persons with unsupervised access to children. The City Manager should seek input from the School Superintendent on the hiring and evaluation of any such Coordinator or personnel, but such person(s) shall ultimately remain under the direct supervision and administrative authority of the City Manager. 10.3 Annually appropriate sufficient monies for the operation and maintenance of the studio; provided, however, than in no event will the City be expected to contribute any monies in excess of the 5% franchise fee paid by the cable operator under the franchise agreement and as approved annually in the city budget. 10.4 Assume all responsibility for the content of programs produced for and by the City of Port Townsend. 10.5 Determine the equipment specifications and oversee the purchasing of all capital equipment acquired by the City, whether through competitive bidding, competitive negotiations or any other means allowed by law. PEG Contract Amendment Page 8 March 2004 IIIIIIIVIIIIIIIIIIIIII( IIIVIIIIIIIIIIIIIIIIIIIIIIIIII4880f Is N11112004 01:03P Jefferson County, WA CITY OF PORT TOWNSEN POR 34.00 10.6 Nothing in this Agreement shall prevent the City or members of the community certified for use of the equipment from using mobile capital equipment purchased by the City at other locations pursuant to a use schedule formulated by the Administrators. 11. RIGHTS AND RESPONSIBILITIES OF THE SCHOOL DISTRICT. In accordance with the terms of this Agreement, the School District shall: 11.1 Provide adequate space in the Port Townsend High School Gael Stuart Building for the programming, editing, production, distribution of, and government and community access to, the City of Port Townsend's PEG access cable channel. 11.2 Provide adequate work space for any person(s) hired by the City to operate and schedule access to the studio for governmental and public programming. 11.3 Provide utilities and custodial services for all work space in the television production facilities in exchange for vocational and technical resources supplied by the city. 11.4 Maintain all video production equipment owned by the School District and provide maintenance of the School District facilities. 11.5 Provide personnel to operate video production and programming by School District students. 11.6 During school hours and consistent with the school's instructional program and schedule, students may assist in operating the City's playback machines and/or character generator upon reasonable advance request of the City. 11.7 Assume all responsibility for the content of programs produced for and by the School District. 11.8 Nothing in this Agreement shall prevent the School District from operating, in addition to the facilities shared with the City, separate cable production facilities at another location. 12. OWNERSHIP OF EQUIPMENT AND COPYRIGHT. All editing, programming and broadcasting equipment purchased by the City shall remain under City ownership. All editing, programming and broadcasting equipment purchased by the School District shall remain under School District ownership. Programs or works whose content and production are the sole result of the City or School District remain the copyrighted property of that party. For any programs or works cooperatively produced PEG Contract Amendment Page 9 March 2004 IIIIIIVIIIIIIIII) IIIIIIIIVIII( IIIIIIIIIIIIIII (IIIIII 488030 ii of 16 00/1112004 P Jefferson County, WA CITY OF PORT TOWN3EN ROR 34.00 between the City and School District, the parties shall designate the party with the greatest interest in the production as the holder of the copyright, with license -back rights in the other party, or shall agree to share copyright. 13. COMMUNITY ACCESS. The parties contemplate that the studio and facilities will be used for community access (as well as governmental and educational programming). In this regard, the School District agrees that it will not prohibit or limit community access, other than during school hours and as further specified by the Coordinating Committee in the operating rules, and acknowledges that it has no authority to regulate or restrict the content of community access programming. It is further understood that nothing in this Agreement obligates the City to provide community access to the studio; the City may, in its sole discretion and at any time, choose not to do so for financial, staffing or any other reason. 14. RESPONSIBILITY FOR DAMAGEDBROKEN EQUIPMENT. 14.1 Insurance Coverage /Responsibility for Repair /Replacement Costs. Each party is responsible for maintaining property damage insurance coverage for its respective equipment. In the event that City -owned equipment is broken or damaged by School District employees, officials or students, the School District shall be responsible for repair /replacement costs up to the amount of the City's deductible ($1,000) and any amounts not paid for by the City's insurance. In the event that School District -owned equipment is broken or damaged by City employees or officials, the City shall be responsible for repair /replacement costs up to the amount of the School District's deductible ($2,000) and any amounts not paid for by the School District's insurance, School District or City -owned equipment broken or damaged by community user(s) shall be the responsibility of such user(s). 14.2 Waiver of Subrogation Rights. The City and School District do each herewith and hereby release and relieve the other, and waive their entire right of recovery for loss or damage to each others property that constitutes, or is situated in, on, or about, premises or the building which arise out of the occurrence of any peril normally insured against in a standard all risk physical damage insurance policy. The forgoing waiver shall apply whether or not such loss is due to the negligent acts or omission of the City or School District, or their respective employees. 14.3 Deposit and User Fees. It is anticipated that the Administrators will consider a deposit requirement for users of the studio equipment and facilities as well as use fees, which will go into the City's operations and maintenance fund for the PEG access studio to be used to repair /or replace equipment broken or damaged by community users. PEG Contract Amendment Page 10 March 2004 1111111 I�� 148 ;12 of 16 P Jefferson County, WR CITY OF PORT TOWNSEN RGR 34.00 15. CONTROL OF EMPLOYEES. Each party shall hire its own employees or independent contractors, and shall have no authority to bind other parties nor control employees or contractors of the other party. 16. NOTICE PROVISIONS. Any notice or demand required under the terms of this Agreement shall be sent as follows: CITY Pam Kolacy, City Clerk City of Port Townsend 181 Quincy St., Suite 201 Port Townsend WA 98368 Telephone: (360) 385 -5045 Fax: (360) 385 -4290 SCHOOL DISTRICT Carol Andreasen, School Superintendent Port Townsend School District No. 50 450 Fir Street Port Townsend WA 98368 Telephone: (360) 379 -4502 Fax: (360) 385 -3617 17. HOLD HARMLESS AND INSURANCE COVERAGE. 17.1 Hold Harmless. The parties agree that each party shall defend, indemnify, and hold harmless the other party, and their officers, officials, agents, employees, and volunteers from any and all claims, injuries, actions, damages, losses or suits including reasonable attorney's fees, which arise out of, or are connected with, or due to any errors, omission, or negligent acts in performance of this Agreement, except for each party's own comparative negligence or fault. 17.2 Insurance Coverage, The City will provide the School District with evidence that the City has liability protection through the Washington Cities Insurance Authority, in a sum of not less than $1,000,000, and shall provide the School District with a Letter of Coverage. The School District will provide the City with evidence that the District has liability protection to cover the District facilities through Puget Sound Risk Management, in the sum of not less than $1,000,000, and shall provide the City with a Letter of Coverage. 17.3 Industrial Insurance. Neither party shall be responsible for payment of industrial insurance premiums for any claim or benefit for an employee or subcontractor of the other, which might arise under the industrial insurance laws during the performance of duties and services under this Agreement. 18. DISPUTES. PEG Contract Amendment Page 11 March 2004 111111 11111 1111111 IN 1 4 8 8 3 3 0 16 Jor /orlon County, WA CITY OF PORT TOWNSEN ROR 34.00 18.1 Administrative Appeal. Disputes between the City and the School District on the interpretation or implementation of this Agreement shall be submitted to the City Manager or his/her designee and the School Superintendent or his/her designee for resolution. 18.3 Mediation. Disputes unresolved by the City Manager and Superintendent shall be submitted to mediation conducted by a mediator jointly approved by the parties. 18.4 Arbitration. If the dispute still remains unresolved, it shall be submitted to binding arbitration. Arbitration shall be conducted pursuant to the arbitration rules of the American Arbitration Association and any judgment upon the award rendered by the arbitrator or arbitrators may be entered in the Jefferson County Superior Court. Arbitration shall be commenced when 45 days have passed following a written notice of an unresolved dispute delivered by a party to this Agreement. 19. TERMINATION OF AGREEMENT. 19.1 Notice of Breach. If there is written notice of a material breach of this Agreement from either party to the other, and the breaching party fails to cure such breach within 30 days of such notice, the other party may terminate this Agreement upon written notice. In such event, the breaching party shall be liable for damages as authorized by law or equity, in accordance with the terms of this Agreement. 19.2 Mutual Termination. The Agreement may be mutually terminated by written agreement of both parties at any time before the end of the tenth year. In such event, property will be dispersed as outlined in paragraph 20, Disposition of Property Upon Termination of Agreement 19.3 Termination Due to Lack of PEG or Franchise Fees. In the event that the pass - through PEG fee and/or the franchise fee paid by the cable operator is discontinued, terminated or successfully challenged by the cable operator, the Port Townsend City Council may terminate this Agreement by giving 90 days notice to the School District. In such event, property will be dispersed as outlined in paragraph 20, Disposition of Property Upon Termination of Agreement 19.4 School District Fiscal Crisis. In the event of a fiscal crisis, the School District may end its involvement in video production instruction and maintenance of School District equipment upon 90 days written notice to the City, provided, however, that in such event the studio space shall remain open and available to the City for the remainder of the Agreement PEG Contract Amendment Page 12 March 2004 111111111111111111 IN 111111111111111111111111111111111 488030 4 of IS Jefferson County, WA CITY OF PORT TOWNEEN AGR 34.00 contingent on the parties agreeing, after good faith negotiations, to a revised payment schedule for utilities and custodial services. 19.5 Termination Based on Inadequacy of Facility for Intended Use. The parties acknowledge that, although unlikely, it is possible that over the tern of this Agreement the demand for studio time could become such that community access needs cannot be accommodated during the available non - school hours of operation. In such event, and contingent upon a finding of the Administrators that the facility has become inadequate for its intended uses, the City may terminate this Agreement upon 90 days written notice to the School District. In such event, property will be dispersed as outlined in paragraph 20, Disposition of Property Upon Termination of Agreement. The parties contemplate that if the studio location is moved under this section, the School District and City will remain in a cooperative relationship, so that use of the new studio by School District students as part of a School program shall be free of any facilities use charge, and the City and School District will work together to establish a mutually agreeable schedule whereby the studio will remain available for exclusive governmental and educational use during specified school hours on such terms and conditions as the parties agree. 20. DISPOSITION OF PROPERTY UPON TERMINATION OF AGREEMENT. Upon termination of this Agreement, property will be dispersed as follows: 20.1 Any shared equipment purchased through the City's capital contribution shall remain the property of the City and be dispersed to the City. 20.2 Any shared equipment purchased by the School District shall remain the property of the School District and be dispersed to the District. 20.3 The City's channel distribution system will remain the property of the City. 20.4 Any material or structural improvement to the Port Townsend High School facilities will remain with, and belong to, the School District. 20.5 The net balance after payment of all obligations in any operations and maintenance account set up by the City will remain the property of the City. 20.6 The net balance after payment of all obligations of any operation and maintenance account set up by the District will remain the property of the District. 20.7 Any liabilities relative to the terms of this Agreement that exist at its termination will be borne by the party primarily responsible. PEG Contract Amendment Page 13 March 2004 1111111111111111111111111111111111111111111111111111111 48,803003P Jefferson County, A CITY OF PORT TOWNSEN PGR 34.00 20.8 Copyright, and all other incidents of ownership of any production or work held jointly by both parties at the time of termination will be transferred in equal shares between the City and the School District, unless both parties agree to another distribution formula. 21. APPLICABLE LAW; VENUE. This Agreement shall be governed by the laws of Washington State. Venue for any arbitration or action under this Agreement shall be in Jefferson County, Washington. 22. NON - WAIVER OF BREACH. The failure of either party to insist upon strict performance of any of the covenants in this Agreement shall not be construed as a waiver or relinquishment of any such covenants, but the same shall remain in full force and effect. 23. ADDITIONS OR CHANGES IN PARTNERS; ASSIGNMENT. 23.1 Neither party may enter into additional agreements as they relate to the purposes of this Agreement without the approval of the Administrators. 23.2 This Agreement and each of its terms, provision, conditions and covenants shall be binding upon the parties, their heirs, personal representative, successors and assigns. 23.3 No assignment by any party to this Agreement, or any portion thereof, shall be permitted unless the assignment is authorized by a written instrument approved by both parties pursuant to regularly- adopted resolutions or other appropriate instruments at open, public legislative meetings, and signed by authorized representative of both parties. 24. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, together with any attachments, constitutes the entire and integrated agreement between the City and School District and supersedes all prior negotiations, representations, or oral or written agreements between the parties. This Agreement may be amended only by a written instrument, authorized by the City Council and School Board, and signed by the Mayor and School Superintendent or their designees. 25. SEVERABILITY. If any term or provision of this Agreement is held invalid, the remainder of such terms or provisions of this Agreement shall not be effected, if such remainder would then continue to conform to the terms and requirements of applicable law. PEG Contract Amendment Page 14 March 2004 1111111 IN 11111111111111111111111111111111 4886 of 16 Jefferson County, WR CITY OF PORT TOWN3EN NOR 34.00 26. EFFECTIVE DATE AND FILING. This agreement shall become effective upon approval by the official action of the governing bodies of each of the parties, execution of the Agreement by the duly authorized representatives of the parties, and the filing of the Agreement with the Jefferson County auditor. 27. CORPORATE AUTHORITY. Each individual executing this Agreement on behalf of the municipal corporation represents and warrants he/she is duly authorized to execute and deliver this Agreement on behalf of the municipal corporation in accordance with a duly and regularly- adopted resolution or other appropriate instrument adopted at an open, public legislative meeting, and that this Agreement is binding upon the municipal corporation in accordance with its terms. IN WITNESS WHEREOF, the City and School District have executed this Interlocal Agreement for Shared Use of a Cable Production Facility (consisting of 17 pages), effective according to paragraph 26, Effective Date and Filing, above. By: 1 ' ✓'�� David Timmons, Manager By: Carol An reasen, Superintendent Date: 7/e -I `I Date: ,j � Attest: Pamela Kolacy City Clerk Approved as to form: John Watts, City Attorney Attest: PEG Contract Amendment Page 15 March 2004