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2022/05/04 Mount San Jacinto Community College District Joint-Use Agreement for PEG Programming between City of Menifee and MSJC (pending MSJC's signatures)1 | P a g e Joint-Use Agreement for PEG Programming Between The City of Menifee and Mt. San Jacinto Community College District Section 1. Term A.This Agreement between Mt. San Jacinto Community College District (“District”) and the City of Menifee (“City”), together referred to as the Parties (“Party”), shall be for a term of 12 months, commencing on May 1, 2022 and ending April 30, 2023 (the "Initial Term"), unless terminated earlier, as provided for in this Agreement. B.Subject to approval by the District, the City shall have the option to request to renew the Agreement for an additional term of one year prior to the expiration of the Initial Term. To exercise this option to extend the Term, the City must give the District written request to extend sixty (60) days before the expiration of the Initial Term, subject to District Board of Trustees approval. The request to extend should be sent electronically to: MSJCPublicInfo@msjc.edu and BusinessServices@msjc.edu Section 2. Joint Use A.Subject to the terms and conditions of this Agreement, the District hereby agrees to provide the City with up to 15 hours of programming air time per month. depending upon request from the City; B.The District shall receive and re-transmit over the PEG Channel the City’s live broadcast of public meetings including City Council, Planning Commission, Parks, Recreation, and Trails Commission, and Senior Advisory Council. Generally these meetings are held Wednesday and Thursdays 4 weeks a month commencing at 6 PM and concluding around 9 PM. On occasion, a meeting will run longer than 9 PM and will need to be broadcast in its entirety. It is anticipated that this will result in approximately 15 hours of content per month. The City may request additional programming hours and the City and the District will meet and confer to determine if any additional programming time can be accommodated. The District retains the right to make the final determination if additional programming can be accommodated. The City shall provide a broadcast ready feed in a format specified by the District and shall provide the equipment necessary to enable the District to receive the feed. The City shall be solely responsible for producing the feed. DocuSign Envelope ID: 1A78DF28-9C16-46FE-B56F-1EC3C75C27AF 2 | P a g e C.The District has the first right to determine if the content is appropriate and meets federal and state guidelines. The District maintains the right to refuse content deemed as inappropriate. D.The District has first right of programming District content in time slots determined by the District. The District will make every attempt to program City content as requested, but it is understood that this is not guaranteed. E.The City shall provide its own broadcast equipment and personnel so that it can monitor and produce its own edited and audience-ready content. F.The City may submit a request seeking to work with the District’s Creative Media Program and its students to produce City content. The request must be approved by the District’s Public Information & Marketing Director or their designee and the Digital Media Program Dean or their designee. The work completed in partnership between the City and the District’s Creative Media Program shall provide instructional, hands-on opportunities for the District’s students. G.The District shall not permit any person to work with students, use the District Facilities or Equipment without the supervision and assistance of the Creative Media Program Dean or Chair or their designee. Section 3. Independent Contractor Status This Agreement is by and between two independent entities and is not intended to and shall not be construed to create the relationship of agent, employee, partnership, joint venture, or association. Section 4. Indemnification A.To the fullest extent permitted by California law, the City shall indemnify, defend, and hold harmless the District, its directors, officers, agents, employees and volunteers from and against any and all claims, suits, actions, causes of action, losses, damages, or liabilities of any kind, nature or description, including payment of litigation costs and attorneys' fees, brought by any person or persons for or on account of any loss, damage, or injury to person, property, or any other interest, tangible or intangible, sustained by or accruing to any person or persons, directly or indirectly arising or resulting from any alleged acts or omissions of the City, its directors, officers, employees, agents, subcontractors, or volunteers in the performance of this Agreement. The City shall indemnify and hold harmless the District, its directors, officers, agents, employees, and volunteers from and against any and all claims or other injury, including costs of litigation and attorneys' fees, arising from or in connection with claims or loss or damage to person or property arising out of the DocuSign Envelope ID: 1A78DF28-9C16-46FE-B56F-1EC3C75C27AF 3 | P a g e failure to comply with any applicable laws, rules, regulations or other requirements of local, state, or federal authorities, for claims of libel, slander, invasions of privacy, or infringement of common law or statutory copyright, for breach of contract or other injury, or damage in law or at equity which, directly or indirectly, result from the District's performance of this Agreement. DocuSign Envelope ID: 1A78DF28-9C16-46FE-B56F-1EC3C75C27AF 4 | P a g e Section 5. Insurance The District and the City shall maintain in full force and effect at all times during the term of this Agreement insurance as required by this Section. A.Comprehensive Liability Insurance. Comprehensive liability insurance, including protective, completed operations and broad form contractual liability, property damage, and personal injury coverage, and comprehensive automobile liability including owned, hired, and non-owned automobile coverage. The limits of such coverage shall be at a minimum: (1) bodily injury including death, $1,000,000 for each person and each occurrence and $2,000,000 in the aggregate; and (2) property damage, $1,000,000 for each occurrence and $2,000,000 in the aggregate. B.Equipment Insurance. Insurance on all equipment and facilities, including fixtures, funded in whole or in part under this Agreement to full replacement cost. The insurance shall include, at a minimum, insurance against loss or damage beyond the user's control, theft, fire, or natural catastrophe and will be paid to the party that replaces the equipment. The City shall maintain the insurance required by this paragraph for the City Equipment. The District shall maintain the insurance required by this paragraph for all District-owned equipment utilized under this agreement, but excluding the City Equipment. C.Workers' Compensation and Employer's Liability. The minimum limit of Workers' Compensation Insurance shall comply with the limits required by California law. The limit of Employer's Liability coverage shall be $1,000,000. D.Property Insurance. The District shall maintain appropriate insurance against loss or damage to any part of the Site against all perils included within the classification of fire, extended coverage, vandalism, and malicious mischief. E.Additional Insured. The City shall name the District as an additional insured on all aforementioned insurance policies of the insured party. The policies shall provide that the insurance company or the insured party may effect no cancellation, major change in coverage or expiration without first giving the other party thirty (30) days written notice prior to the effective date of such cancellation or change in coverage. F.Commencement of Coverage. On or before commencement of working with District students or the Creative Media Department, the City shall provide the District with proof of insurance coverage as follows: (1) Comprehensive Liability and Workers' Compensation; and (2) equipment insurance. All required insurance coverages shall be maintained by the Parties at all times in accordance with the requirements of this Agreement. Insurance shall not be canceled or reduced without thirty (30) days written notice to the other party. DocuSign Envelope ID: 1A78DF28-9C16-46FE-B56F-1EC3C75C27AF 5 | P a g e Section 6. Termination A.Either Party may terminate this Agreement upon sixty (60) days written notice for material breach of any provision of this Agreement to the other party, including, but not limited to, interference with the educational program or activities of the District or failure to comply with all applicable laws, ordinances, rules, and regulations. The breaching party shall have thirty (30) days from receipt of the notice to correct such breach; provided, however, that if the nature of the breach is such that more than thirty (30) days are reasonably required for its cure, then the breaching party shall have sufficient time to cure the breach if it has commenced, and is diligently prosecuting, such cure. B.Either Party may terminate this Agreement at any time, for any reason, by providing written notice at least sixty (60) days in advance of the effective date of the termination. C.Section 12 of this Agreement shall not apply to the exercise of the Parties' rights to terminate this Agreement under this Section. Section 7. Notices All notices and other communications to be given by either Party must be in writing and may be effective by personal delivery, overnight courier, or first class or certified mail, return receipt request and addressed to the appropriate Party as follows: To the District:To the City: Mt. San Jacinto Community College District 1499 N. State St. San Jacinto, CA Attention: Superintendent/President City of Menifee 29844 Haun Rd. Menifee, CA 92584 Attention: Chief Information Officer Notice shall be deemed received on the date personally delivered or, if mailed, three days after deposit in the mail. Notice provided by overnight delivery shall be deemed received on the next business day after delivery by the overnight delivery service. A Party may change its addressee by written notice to the other party at any time. Section 8. Dispute Resolution It is the intent of the Parties to provide an efficient, effective, and inexpensive method to resolve any disputes concerning the interpretation or performance of this Agreement ("Disputes") when Disputes cannot be informally resolved. Within three (3) days after written notice to the other Party of a dispute (the "Notice of Dispute"), each party shall designate one or more persons to meet with the designated representatives of the other Party to consult and negotiate with each DocuSign Envelope ID: 1A78DF28-9C16-46FE-B56F-1EC3C75C27AF 6 | P a g e other in good faith, a just and equitable solution satisfactory to both Parties. If within fifteen (15) business days after delivery of the Notice of Dispute, the dispute cannot be settled through negotiation, the Parties shall attempt in good faith to settle the dispute by mediation. The mediation shall be conducted in the manner mutually agreed upon by the Parties and if no such agreement is reached within thirty (30) days after the Notice of Dispute, the mediation shall be administered by the American Arbitration Association under its Mediation Rules in effect on the date of the Notice of Dispute. If, within ninety (90) days after the Notice of Dispute the Parties do not reach a mutually satisfactory resolution of the Dispute, the Parties may pursue whatever legal remedies are available to them under the law. Section 9. Subcontract and Assignment Neither the City nor the District shall assign its rights, duties, or privileges under this Agreement, nor shall the City or District subcontract or attempt to confer any of its rights, duties, or privileges under this Agreement on any third party without the written consent of the other Party. Any such attempt without the other Party's written consent shall be void. Section 10. Time Time is of the essence in this Agreement and for the performance of this Agreement. Section 11. Applicable Law This agreement shall be interpreted and enforced under the laws of the State of California, County of Riverside. Section 12. Attorneys' Fees If any legal action is commenced between the Parties to this Agreement, each party shall bear its own costs of suit, including attorneys' fees. Section 13. Severability If any term, provision, covenant, or condition of this Agreement shall be determined to be invalid, void, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected to the extent the remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Section 14. Waiver The waiver by either party of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, condition, or any subsequent breach of the same or any other term, covenant, or condition herein contained. Section 15. Successors and Assigns DocuSign Envelope ID: 1A78DF28-9C16-46FE-B56F-1EC3C75C27AF 7 | P a g e This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successor, and assigns. Section 16. Captions The captions contained in this Agreement are for convenience only and shall not in any way affect the meaning or interpretation hereof or serve as evidence of the interpretation hereof, or of the intention of the Parties hereto. Section 17. Entire Agreement This Agreement is the entire agreement of the Parties and supersedes all prior negotiations and agreements whether written or oral. This Agreement may be amended only by written agreement and no purported oral amendment to this Agreement shall be valid. Section 18. Incorporation of Recitals and Exhibits The Recitals and each exhibit attached hereto are hereby incorporated herein by reference. Section 19. Counterparts This Agreement and all amendments and supplements to it may be executed in counterparts, and all counterparts together shall be construed as one document. DocuSign Envelope ID: 1A78DF28-9C16-46FE-B56F-1EC3C75C27AF 8 | P a g e IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written below. Mt. San Jacinto Community College District City of Menifee Signed Signed Printed Name Printed Name Title Title Date Date DocuSign Envelope ID: 1A78DF28-9C16-46FE-B56F-1EC3C75C27AF May 4, 2022 Acting City Clerk Stephanie Roseen Armando G. Villa City Manager __________________________________ Signed __________________________________ Printed Name __________________________________ Title __________________________________ Date City Attorney May 4, 2022 _______________________________ Signed _______________________________ Printed ________________________________ Title ________________________________ Date Jeffrey T. Melching May 4, 2022