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HomeMy WebLinkAboutResolution 9316RESOLUTION 9316 CITY OF MOUNDS VIEW COUNTY OF RAMSEY STATE OF MINNESOTA APPROVING NORTH SUBURBAN ACCESS CORPORATION 2021 PROFESSIONAL AND TECHNICAL SERVICES CONTRACT WHEREAS, Mounds View is one of nine partner cities of the North Suburban Access Corporation; and WHEREAS, the Professional and Technical services contract sets forth and establishes fees associated for services; and WHERAS, the proposed 2021 fees as detailed in schedule A are the same as 2020 fees; and WHEREAS, staff and legal counsel have reviewed the language and made several changes all of which have been incorporated into the agreement; and WHEREAS, North Suburban Access Corporation has provided excellent customer service at the highest professional level. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Mounds View, Ramsey County, Minnesota approves adoption of Resolution 9316, adopting the North Suburban Access Corporation 2021 Professional and Technical Services Contract. Adopted this 12t" day of October, 2020 C k14,-- Carol A. Mueller, M yor ATTEST: 41 (/ /- / Nyl ikmu ity dministrator (Seal) The N'lounds view Visio North Suburban Access Corporation Professional and Technical Services Agreement This Professional and Technical Services Agreement (the "Agreement") is between the North Suburban Access Corporation, a Minnesota Non -Profit Corporation, (herein the "NSAC") and the Ci f Mou ul1 s View. M iDnesota(herein the "City"). Recitals I, Under Minnesota law, the NSAC is empowered to provide such professional and technical services as are desired by the City. 2. The City desires to engage the NSAC for video webcasting services and archiving services (herein "the Services"). 3. The City represents that it is empowered to engage the NSAC. Agreement 1. Term of Contract 1.1. Duration. This Agreement will become effective January 1, 2021 and will remain in effect for a period of twelve (12) months. At the expiration of the twelve (12) month period, the Agreement will automatically renew for another period of one (1) year, unless notice to terminate this Agreement is provided no less than ninety (90) days prior to the end of the current term. If this Agreement is terminated prior to the completion of a one (1) year period, the NSAC will be entitled to payment, determined on a pro rata basis, for Services satisfactorily performed. 1.2. Survival of Terms. The following clauses will remain in effect after the termination of the Agreement: Section 5. Liability, Section 6. Government Data Practices and Intellectual Property, Section 8. Governing Law, Jurisdiction, and Venue; and Section 9. Disclosure. 2. Services Provided 2.1. Services. The NSAC will provide the Services described in Schedule A (attached). 2.2. Additional Services. The City may also request additional services during the term of the Agreement (see Section 1.1. Duration). If accepted by the NSAC, Schedule A will be amended to include a description of the additional services and according compensation. Unless otherwise specified, all terms of this Agreement will apply to any amendments to Schedule A. 2.3. Standard of Care. To the extent any property, such as camera or computer equipment, is loaned by the NSAC to the City, the City will exhibit a standard of care consistent with Minnesota law. 2.4. City Assistance. Depending on the nature of the Services, the NSAC may from time to time require access to public and private lands or property. To the extent the City is legally and reasonably able, the City will provide access to and make provisions to enable the NSAC or its agents or employees to enter upon public and private land and property as required for the NSAC to perform the Services. The City will furnish the NSAC with a copy of any special standards or criteria promulgated by the City relating to the Services, including, but not limited to, design and construction standards, that is necessary for the NSAC to prepare for its performance of the Services. 3. Payment 3.1. Compensation. The City will pay for all Services to be performed by the NSAC as specified in Schedule A (attached). 3.2. Fee Adjustment. The NSAC reserves the right to annually adjust the fees associated with the Services specified in Schedule A. Such adjustments, if any, will be enacted on January 1 of a given year. Prior to enacting any fee adjustments, the NSAC must provide written notice of such to the City at least one hundred and eighty (180) calendar days prior to the effective date of the fee adjustment. 3.3. Invoices. The City must promptly pay the NSAC after the NSAC presents an invoice for those Services that have been actually performed. The NSAC must timely submit invoices. 4. Assignment, Amendments, Waiver, and Completeness 4.1. Assignment. The City may not assign, license, or transfer any rights or obligation under this Agreement without prior written consent of the NSAC and a fully executed Assignment Agreement, executed and approved by the same parties who executed and approved this Agreement, or their successors in office. 4.2. Amendments. Any amendments to this contract must be made in writing and will not be effective until executed and approved by the same parties who executed and approved this Agreement, or their successors in office. 4.3. Waiver. If the NSAC fails to enforce in a timely manner any provision of this Agreement, that failure does not waive the provision or the NSAC's right to enforce the provision. 4.4. Completeness. This Agreement contains all negotiations and agreements between the NSAC and the City. No other understanding regarding this Agreement, whether written or oral, may be used to bind either party. 5. Liability The City must indemnify and hold harmless the NSAC, its agents, and its employees from any claims or causes of action, including attorney's fees incurred by the NSAC arising from performance ofthis Agreement by the City, its agents, or its employees. This clause must not be construed to preempt any legal remedies the NSAC may have for the City's failure to fulfill its obligations under this Agreement. The NSAC must indemnify and hold harmless the City, its agents, and its employees from any claims or causes of action, including attorney's fees incurred by the City arising from performance of this Agreement by the NSAC, its agents, or its employees. This clause must not be construed to preempt any legal remedies the City may have for the NSAC's failure to fulfill its 0a obligations under this Agreement. 6. Government Data Practices and Intellectual Property 6.1. Government Data Practices. To the extent applicable, the City and NSAC must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data referred to in this Clause by either the City or the NSAC. Each Party shall notify the other of any Data Practices Act request for video recordings created pursuant to this Agreement. All requests for the release or sale of video recordings created pursuant to this Agreement shall be directed to and fulfilled by the NSAC. 7. Endorsement The City must not claim that the NSAC endorses its products or services. 8. Governing Law, Jurisdiction, and Venue Minnesota Law governs this Agreement. Venue for all legal proceedings arising from this Agreement shall be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. 9. Disclosure The City consents to disclosure of its social security number, federal employer tax identification number, and Minnesota tax identification number, to the Commission as is necessary for compliance with Minnesota and other applicable law. 10. Severability If any section or clause of this Agreement is held to be invalid or unenforceable, then the meaning of that section or clause shall be construed so as to render it enforceable to the extent feasible. If no feasible interpretation would save the section or clause, it shall be severed from this Agreement with respect to the matter in question, and the remainder of the Agreement shall remain in full force and effect. However, in the event that such a section or clause is essential or substantially alters the Agreement, the Parties shall negotiate a replacement section or clause that will achieve the intent of such unenforceable section or clause to the extent permitted by law. 11. Employment Employees of the NSAC performing work pursuant to this Agreement shall remain at all times employees only of the NSAC. The NSAC will be responsible for worker's compensation, salary, and training. 3 Dated: Attest Dated: © f Q North rban A ss Co orati By: Its: By: Its: City of Mounds View , By: l. Its: , r Schedule A Service Quote Agreed Municipal Production Services: The NSAC agrees to provide the following: Cost for 2021 - Cost for 2021 - • A total of 35 meetings for 2021 include 2 City Council Meetings $6,055 $6,055 per month and 1 Planning Commission meetings per month. Cost per meeting is $173. For each additional meeting a flat fee of $207 per meeting will be charged. CTV will provide a municipal producer to record and broadcast LIVE meetings; ■ Equipment and meeting room preparation; • Provide the timing of the discussion and agenda items for web links; • Upload minutes for all 2021 meetings; • Provide backend support for closing, annotating, and posting the meeting for program the following day. • Provide Master Control services to ensure quality controls. The City agrees to provide the following: • Provide a weekly schedule of live and/or recorded events of shows at least one week in advance of first event/show on the schedule. ■ Provide the NSAC with the name and telephone number and email address of an emergency contact who can answer questions about the cablecast and/or encoding of live events. • Provide PDF copies of minutes for upload. Cablecasting Services: The NSAC agrees to provide the following: Cost for 2021 - Cost for 2021 - • Live broadcasting of City Council meetings and applicable $2,324 $2,324 Advisory Commission meetings on appropriate channels; • Schedule the City channel with up to 14 premiers of programming, and 63 reruns of programming per week, totaling 77 playbacks per week. The City agrees to provide the following: • Monthly schedule of cablecast playbacks. Web streaming Services: The NSAC agrees to provide the following: Cost for 2021 - Cost for 2021 - ■ Live web streaming of City Council meetings and applicable $4,034 $4,034 Advisory Commission meetings; • Encoded meetings and the accompanying agendas posted within 24 hours on the NSAC's website; Post links between agenda items and their video discussion; • Storage of recorded videos for up to 1 year, plus localized back- ups; • Encoding of recorded videos. The City agrees to provide the following: • Provide the NSAC with monthly schedule of all live meetings to be streamed and/or encoded for posting on the NSAC's websitc; ■ Notify the NSAC as soon as possible of the cancellation of a live event, including city meeting, which is scheduled for playback, of any change in the day or beginning time of any live event, including city meeting, or of any additions of special meeting to the schedule; • Provide the NSAC with the name and telephone number for a main contact of the cablecast. • Chapter marking information on the agenda will be provided by the City for meetings not utilizing the NSAC's municipal producers. Consultation: The NSAC agrees to provide the following: $80 per hour - • AudioNisual equipment maintenance related to municipal Proposal for meeting coverage and delivery; and projects will • AudioNideo equipment planning, and/or installation. need a contract Video Production Services: The NSAC agrees to provide the following: - • A one -person crew and rig for a field production with up to 2 (Fill provide individual interviews per piece, b-roll, and custom graphics package. contracts and Editing and packaging included. scope of work for • Execute on a provided timeline. each video) The City agrees to provide the following: • Submit to the NSAC monthly production requests, schedule, and contact information. Social Media Coordination - Lite: The NSAC agrees to provide the $5,720 per year - following: • 3 Custom-made posts per week. (20% discount • A content execution calendar with up to 12 planned posts per $4576 month, with creative content. • Quarterly analytics The City agrees to provide the following: A monthly newsletter and items of upcoming interest. Nei hborhood Network Services: The NSAC agrees to provide the $1 per year $1 following: ■ Produce at least 2 productions a year for the City; • Cablecast, web stream, and distribute via link to the City the final product; • Storage of recorded videos for up to 6 months. The City agrees to provide the following: • Submit to the NSAC production requests by October 301 for the upcoming year. Cassandar Web Streaming Platform: The NSAC agrees to provide the $3,000 per year Included in JPA following: value Membership ■ Custom made landing page with a proprietary platform, branded with city logo and colors to play live and store archived video content; • Ability to index, chapterize, and upload packets alongside meetings; • Hosting and maintenance of the platform and site. • Dedicated messaging system from constituents to assigned email to answer questions from the public. • Password protection options Total $12,414