Res 2002 - Cable Access Management Agreement Amendment COUNCIL BILL NO. 2874
RESOLUTION NO. 2002
A RESOLUTION AUTHORIZING THE EXECUTION OF AN AMENDMENT TO THE CABLE
MANAGEMENT ACCESS AGREEMENT AND AUTHORIZING THE CITY ADMINISTRATOR
TO SIGN SAID AMENDMENT
WHEREAS, the City originally entered into a Cable Management Access
Agreement ( "the Agreement ") with Woodburn Cable Access Television
Incorporated, ( "WCAT ") an Oregon nonprofit corporation in 1995; and
WHEREAS, the Agreement has been ongoing and has worked well since its
date of original execution; and
WHEREAS, WCAT's function is to manage and administer public,
educational and government access to cable television channels that are
allocated for these purposes; and
WHEREAS, the City Council recognizes the community service provided by
WCAT and;
WHEREAS, the City Council adopted as part of the FY 2011-2012 Budget an
increase of $6,185, annually, to WCAT, which will be paid from the Cable
Franchise Management Fund; and
WHEREAS, this approved increase will bring the total annual amount of the
City's payment to WCAT from the Cable Franchise Management Fund to
$18,000; and
WHEREAS, it is desirable for the parties to the Agreement to execute an
amendment to the Agreement to memorialize this change; NOW, THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. That the City Administrator is authorized to execute
Amendment to Cable Access Management Agreement with WCAT.
Section 2. That a copy of said Amendment is affixed hereto as
Attachment "A" and, by this reference, incorporated herein.
Page 1 - COUNCIL BILL NO. 2874
RESOLUTION NO. 2002
Approved as to form: 9 /17 O -- a 6 31Zo li
City Attorney Date
P
Appr.ve.. e- I
Kathr Figl _y, Ma or T
Passed by the Council 0-0: r i 261(
Submitted to the Mayor ' o06
Approved by the Mayor 08 8/61/26 1
Filed in the Offi of the Recorder `�1�
/ 4
ATTEST: � �
ristina She. , City Recorder
City of Woodburn, Oregon
Page 2 - COUNCIL BILL NO. 2874
RESOLUTION NO. 2002
Attachment "A"
Page 1 of 12
AMENDMENT TO
CABLE ACCESS MANAGEMENT AGREEMENT
This Amendment is entered into and is effective on the dates written
below by and between the City of Woodburn ("the City"), an Oregon municipal
corporation, and Woodburn Cable Access Television Incorporated ("WCAT"),
an Oregon nonprofit corporation.
WHEREAS, the parties entered into a Cable Access Management
Agreement, attached hereto as Exhibit "A" in 1995; and
WHEREAS, WCAT's function is to manage and administer public,
educational and government access to cable television channels that are
allocated for these purposes; and
WHEREAS, the City recognizes the community service provided by WCAT,-
and
WHEREAS, the City adopted as part of the FY 2011-2012 Budget an
increase of $6,185, annually, to WCAT, which will be paid from the Cable
Franchise Management Fund; and
WHEREAS, this approved increase will bring the total annual amount of the
City's payment to WCAT from the Cable Franchise Management Fund to
$18,000; and
WHEREAS, it is desirable for the parties to the Agreement to execute an
amendment to the Agreement to memorialize this change; NOW, THEREFORE,
the parties agree as follows:
1 . The Cable Access Management Agreement is amended to add a
new Section 17, which shall provide:
17. PAYMENTS TO WCAT
The City shall pay $18,000 to WCAT for FY 2011-2012 in
quarterly installments from the Cable Franchise Management
Fund. Annual payments of $18,000 from the City to WCAT
shall continue to be made in future fiscal years subject to
City's Budget approval. Should actual cable franchise fees
received be less than budgeted, the City will adjust the WCAT
Page 1-AMENDMENT TO CABLE MANAGEMENT ACCESS AGREEMENT
Attachment "A"
Page 2 of 12
payment at the City's discretion. Should an adjustment to the
WCAT payment be required, the City will notify WCAT in
writing prior to the disbursement of the reduced payment.
The $18,000 per fiscal year payment by the City to WCAT is in
addition to any other payments to WCAT made by a CABLE
OPERATOR pursuant to a requirement of a cable television
franchise.
2. In all other respects, the Cable Access Management Agreement
remains in full force and effect.
IN WITNESS WHEREOF the parties have caused this Amendment to
be signed in their respective names by their duly authorized
representatives as of the dates set forth below.
CITY OF WOODBURN, OREGON WOODBURN COMMUNITY ACCESS
TELEVISION INCORPORATED
By: By:
Scott C. Derickson, City Administrator Its:
Date: Date:
Page 2-AMENDMENT TO CABLE MANAGEMENT ACCESS AGREEMENT
-- - Attachment "A"
Page 3 of 12
CABLE ACCESS MANAGEMENT AGREEMENT
1. PARTIES. This AGREEMENT is entered into between the City of
Woodburn, an Oregon municipal corporation, (CITY) and Woodburn Cable Access
Television Incorporated, an Oregon nonprofit corporation, (WCAT).
2. PURPOSE. This AGREEMENT is to engage the services of WCAT to
manage and administer public, educational and governmental access to the cable
television channels allocated for this purpose by each cable operator , and to manage
and administer the television production studio(s) and equipment provided for public,
education and governmental use in production of video programs. As used in the
AGREEMENT, "cable operator" means the holder of a cable television franchise issued
by the CITY.
3. SUBORDINATION. This AGREEMENT is intended to be consistent with,
and subordinate to the cable regulatory ordinances and cable franchise agreements of
the CITY. WCAT shall conduct all of its operations in a manner consistent with such
ordinances and agreements.
4. SCOPE. WCAT shall have the following general responsibilities under
this AGREEMENT:
4.1 Adopt and administer rules and standards for public use of
production studios and equipment; include regularly scheduled
reserved times for educational and governmental agencies' access
to and use of the production studios and equipment.
4.2 Adopt and administer rules and standards for scheduling of
programs produced or acquired by public individuals or groups for
cablecast on public access to programs which are locally produced
by local citizens or organizations, and next to programs which are
produced elsewhere but sponsored by local citizens or
organizations.
4.3 Exercise only such control over program content as is permitted by
law and by applicable regulations of the Federal Communications
Commissions (FCC).
4.4 Assure that the use of public access channels and production
studios and equipment is open to all potential users; assure that
access to public access channels and production studios and
equipment are available for all forms of public expression,
information, and debate on public issues; and promote diverse
production and programming that reflects a broad range of service-
area subscriber interests.
Page 1 - CABLE ACCESS MANAGEMENT AGREEMENT
Exhibit"A"
Page 1 of 10
Attachment "A"
Page 4 of 12
4.5 Set appropriate standards of training as minimum qualifications for
the use by individuals of various pieces of equipment and
production facilities; assure that training is available in the WCAT
service area which will meet the standards so established.
4.6 Provide advice and technical assistance to the CITY in its
negotiations with cable operator(s)for cable operator to provide the
means for WCAT programming to be connected or transmitted to
CABLE OPERATOR's facilities for cablecast. The cost of the line
between WCAT's studio and CABLE OPERATOR's facility shall be
provided by CABLE OPERATOR in accordance with its franchise.
4.7 Separately assure, by written agreement or memorandum of
understanding,a working relationship with the Woodburn Rural Fire
Protection District No. 6 concerning use of the studio facilities at
the James Street Fire Station. WCAT has established, as a matter
of public policy, that the public access studio facility should be
located in the James Street Fire Station until further notice.
4.8 Carefully account for all money and property entrusted to WCAT
by the CITY; monies provided to WCAT by the CITY are public
resources, and their use and accounting is a public trust for whose
proper discharge WCAT is strictly accountable.
4.9 No later than October 1, annually, submit to the CITY a written
report of WCAT's activities and achievements during the preceding
fiscal year (July through June).
4.10 No later than April 15, annually, submit to the CITY a written
report of WCAT's goals and objectives for the ensuing fiscal year,
and the work program by which WCAT plans its accomplishments.
4.11 Provide routine quarterly reports, and such other reports and
information to the CITY as may be reasonably requested by the
CITY from time to time; provide such audits, accounts, and reports
as may be specifically required in this AGREEMENT.
5. PUBLIC MEETINGS AND RECORDS. WCAT shall conduct, all meetings
subject to the requirements of the Oregon Public Meetings Law (ORS 192.610 to
192.710). WCAT shall treat its records as subject to the requirements of the Oregon
Public Records Law (ORS 192.410 to 192.505). WCAT shall give the CITY written
notice of all of its meetings.
6. ARTICLES OF INCORPORATION; BY-LAWS;AND POLICIES. WCAT shall,
within ten days after adoption or any amendment of its Articles of Incorporation, By-
Page 2 - CABLE ACCESS MANAGEMENT AGREEMENT
Exhibit"A"
Page 2 of 10
Attachment "A"
Page 5 of 12
Laws, and written policies, standards and regulations implementing its responsibilities
under this AGREEMENT, provide written copies thereof to the CITY.
7. PUBLIC CHANNEL ACCESS RULES AND PROCEDURES. WCAT shall be
guided by the policy that services and resources are available on a first-come, first-
served, non-discriminatory basis and shall maintain rules to that effect.
7.1 Public access channels on the residential subscriber network shall
not be used for commercial purposes.
7.2 Public access channels on the residential subscriber network shall
not be used for the solicitation of funds in any form.
7.3 Program providers may solicit grants from commercial entities to
underwrite programs. Programs underwritten or assisted by grants
from commercial entities may include a discreet announcement of
such support at the time the program is carried on the public
access channel.
7.4 Persons, firms and organizations offering programs for cablecast
over public access channels shall assume full legal responsibility for
the content of all such programs.
7.5 WCAT shall have the right to allocate channel time and resources
among those seeking their use so as to promote the broadest
possible access to potential users representing all forms of public
expression, opinion, interest, and debate on public issues.
7.6 WCAT shall exercise no editorial control over the content of any
program submitted for cablecast by any person, firm or
organization.
8. RULES FOR USE OF PRODUCTION AND STUDIO FACILITIES. Within 180
days after the effective date of the AGREEMENT, WCAT shall develop and adopt
policies, rules and procedures governing use of production and studio facilities
administered by WCAT under this AGREEMENT. WCAT shall consult with the cable
operator and the Woodburn Rural Fire Protection District No. 6 in preparation of these
rules. Production and studio facility use rules and regulations adopted by WCAT shall
be consistent with the provisions of this AGREEMENT, and shall include the following
limitations:
8.1 All programs produced with production and studio facilities administered
by WCAT under this AGREEMENT shall be so identified at the end of the
program.
Page 3 - CABLE. ACCESS MANAGEMENT AGREEMENT
Exhibit"A"
Page 3 of 10
Attachment "A"
Page 6 of 12
8.2 WCAT may charge reasonable user fees to eligible users for use of
production facilities, equipment and services. Eligibility for use of
production services and facilities is restricted to residents of the City of
Woodburn.
8.3 WCAT shall charge a fee for channel use by individuals and organizations
who are residents within cities or unincorporated areas of counties that
are not in the CITY; and shall exact similar charges from cities and
counties who are outside the CITY. These fees shall be established in
recognition of the fact that substantial operating funds for WCAT are
provided through franchise requirements and public funds of the CITY.
8.4 WCAT may reserve reasonable periods for use of cable access facilities
by public educational or governmental agencies, and for training and
certification of public users.
8.5 WCAT may restrict use of various facilities and equipment to users who
have demonstrated sufficient ability, through completion of approved
training or approved equivalent experience, to safely and productively use
such facilities and equipment.
8.6 WCAT may prohibit use of facilities and equipment by persons who are
reasonably suspected to be under the influence of alcohol and drugs
which may impair their ability to safely and productively use said facilities
and equipment and may prohibit use of facilities and equipment by
persons who have wilfully violated WCAT user rules and regulations on
any previous occasion.
9. DESIGNATION OF PUBLIC ACCESS CHANNELS. WCAT shall have
responsibility for administration and management of public, educational and
governmental access and programming on all channels designated by the CABLE
OPERATOR for such use under the applicable franchise agreement and enabling
ordinances.
10. DESIGNATION AND OWNERSHIP OF PRODUCTION FACILITIES. Attached
hereto as Exhibit A and, by this reference incorporated herein, is an EQUIPMENT
INVENTORY. Such inventory lists all equipment, whether fixed or portable, which has
been acquired from the CITY by WCAT for public use, and which is to be administered
by WCAT under this AGREEMENT. WCAT may, from time to time, purchase additional
or replacement equipment which shall be added to the EQUIPMENT INVENTORY
without further necessity to amend this AGREEMENT. From time to time WCAT may,
by resolution of its Board, remove equipment from the EQUIPMENT INVENTORY
without further necessity to amend this AGREEMENT. All equipment identified on the
EQUIPMENT INVENTORY shall be and remain the property of WCAT. WCAT has
exclusive ownership and possession of all such equipment with the exclusive right to
Page 4 - CABLE ACCESS MANAGEMENT AGREEMENT
Exhibit"N'
Page 4 of 10
Attachment "A"
Page 7 of 12
use it in its discretion subject only to the terms and conditions of this AGREEMENT.
11. MAINTENANCE OF EQUIPMENT. WCAT will keep all equipment identified
on the EQUIPMENT INVENTORY in good repair and in serviceable condition. In the
event that any of the equipment requires replacement because of wear, irremediable
breakdown, or obsolescence, WCAT shall promptly remove that equipment from
service.
12. DISPOSITION OF REMOVED PROPERTY. Upon removal of any equipment
from the EQUIPMENT INVENTORY, WCAT shall dispose of it as surplus property in a
manner which complies with Oregon law for the disposition of surplus public property
by a municipal corporation. Equipment that has been stolen, lost, or destroyed, and
is covered by valid and collectible insurance, shall be subject to any rights accorded the
insurer under the applicable insurance policy.
13. RISK OF LOSS AND DAMAGE. WCAT shall be solely responsible for the
safety and security of the equipment, and shall repair or replace as necessary any of
the equipment lost, stolen, damaged or destroyed from any cause, whether or not the
fault of WCAT. Nothing in this paragraph shall limit the right of WCAT to require users
to assume responsibility for the safety and security of WCAT equipment in such users'
custody.
14. INSURANCE. WCAT shall obtain and maintain during the life of this
AGREEMENT a policy or policies of property insurance in form and coverage
satisfactory to the CITY. WCAT shall also obtain and maintain Worker's Compensation
insurance coverage in compliance with the Oregon Worker's Compensation Law; and
shall obtain and maintain a policy or policies of comprehensive general liability
insurance, including personal injury coverage, in not less than $500,000 combined
single limits and in form acceptable to the CITY. The policy or policies of liability
insurance obtained by WCAT as required herein shall name the CITY, its officers,
employees and agents as additional insureds with respect to claims arising out of
WCAT operations under this AGREEMENT. All insurance required herein shall be
evidenced to the CITY by a certificate or certificates of insurance satisfactory to the
CITY.
15. INDEPENDENT CONTRACTOR. WCAT is an independent contractor,
whose operations and actions undertaken under this AGREEMENT are not subject to
direction or control by the CITY, as to the means and methods of WCAT performance
of the results contemplated by this AGREEMENT. WCAT shall provide all contracted
services, paid and volunteer personnel, equipment and supplies necessary for its
performance; and is free to solicit other sources of funds to support cable access
related services, and to engage in any other lawful activity within its powers as a non-
profit corporation.
16. INDEMNITY. WCAT agrees to indemnify, defend and save harmless the
CITY, its officers, employees and agents, from any and all claims arising out of WCAT
operations under or related to this AGREEMENT.
Page 5 - CABLE ACCESS MANAGEMENT AGREEMENT
Exhibit"A"
Page 5 of 10
Attachment "A"
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17. PAYMENTS TO WCAT.
17.1 The CITY shall pay to WCAT from the Cable Franchise
Management Fund established by Ordinance No. 2100:
A. Twelve and one-half percent (12 1/2%) of the cable television
franchise fees of each CABLE OPERATOR and its successors,
derived from the franchise granted to CABLE OPERATOR in
Ordinance No. 2093, or any other ordinance granting a cable
television franchise. Payments shall be made in quarterly
installments.
B. Amounts granted to WCAT from the Cable Franchise Management
Fund arising from the CABLE OPERATOR franchise, pursuant to
Ordinance No. 2093 shall be $1 .00 per subscriber per year.
18. REGULATORY PROVISIONS.
18.1
A. The amount of cable television franchise fees payable to WCAT is
subject to the City budget process on an annual basis.
B. In the event that the CITY, appropriates less than the full amount
allocated in Section 17.1(A), WCAT may reduce the budget for
government access programming in the amount proportional to the
reduction between allocated and appropriated funds. WCAT may
further reduce the government access programming budget if
WCAT can demonstrate to the CITY that further reduction is
necessary to maintain adequate public access services.
18.2 On or before July 1 of each contract year, the City Council, by resolution,
may disapprove a budget submitted by WCAT for the succeeding CITY
fiscal year upon a determination that the budget submitted by WCAT
reflects one or more of the following conditions:
A. That the budget fails to comply with the requirements of Section
19 hereof;
B. That funds or assets WCAT has received or is to receive from the
CITY, or from or on account of a CITY cable franchise, will be
spent or applied for purposes unrelated to the community access
objectives stated in the WCAT's Articles of Incorporation or in this
AGREEMENT;
Page 6 - CABLE ACCESS MANAGEMENT AGREEMENT
Exhibit "A"
Page 6 of 10
- Attachment "A"
Page 9 of 12
C. That funds or assets WCAT has received or is to receive from the
CITY or from or on account of a CITY cable franchisee, will be
endangered by waste, substantial damage, destruction, foreclosure
or other similar jeopardy without sufficient explanation or
justification therefor;
D. That revenue reasonably expected to be received by WCAT will be
insufficient to meet debt obligations incurred or to be incurred by
WCAT in light of the WCAT's planned expenditures;
E. That WCAT's planned expenditures are otherwise fiscally
unreasonable in light of generally accepted business practices for
the operation, protection, investment, oversight and management
of the WCAT's facilities and in light of the corporate purposes
stated in the WCAT's Articles of Incorporation and By-Laws;
18.3 if at any time during the period of this AGREEMENT the CITY determines
that one or more of the conditions listed in Section 18.2 exists, then
notice of such determination together with recommended action shall be
given to WCAT by the City Council.
18.4 Upon disapproval of WCAT's budget as provided in Section 18.2 above,
the City Council may impose reasonable restrictions on the expenditure
of the funds provided to WCAT in Section 17 above, to protect against
such fiscal deficiencies pending correction thereof by WCAT.
18.5 This AGREEMENT may be terminated upon a determination by resolution
of the City Council that:
A. Funds or assets WCAT has acquired from the City or from or on
account of a CITY cable franchisee are in immediate danger of
waste;
B. After reasonable opportunity to do so, WCAT has not complied
with reasonable restrictions imposed by the City Council on the
expenditure of funds by WCAT as provided in Section 18.4 above;
C. After reasonable opportunity to do so, WCAT has not remedied the
deficiencies giving rise to the City Council determinations under
Section 18.2 or Section 18.4 above; or,
D. After reasonable notice and opportunity to do so pursuant to
Section 22.2, WCAT has failed to remedy any violation by WCAT
of a material provision of this Agreement.
18.6 In the event of termination, or in the event the City does not extend this
AGREEMENT beyond the date set forth in Section 23.1, and the City
Page 7 - CABLE ACCESS MANAGEMENT AGREEMENT
Exhibit"A"
Page 7 of 10
Attachment "A"
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Council so directs by resolution, WCAT shall pay to the CITY any
unexpended funds received by WCAT at any time from the CITY or from
or on account of a CITY cable franchisee and, after provision is made for
creditors of WCAT, shall transfer to the CITY title to all property owned
by WCAT pursuant to WCAT's Articles of Incorporation upon dissolution.
18.7 Nothing herein shall entitle the CITY to recover funds not received by
WCAT from the CITY or from or on account of a CITY cable franchisee;
nor shall the CITY be entitled to any funds, the recovery of which would
prevent full payment of amounts owing to creditors of WCAT.
18.8 The CITY shall not consider the content of public access programming,
including the producer's choice of subject matter and the point of view
expressed, in making any decision regarding the allocation or appropriation
of funds for WCAT, the adequacy of WCAT's public access budget, or the
termination of this AGREEMENT.
19. ANNUAL BUDGET PREPARATION. To assist the CITY in the preparation
of its own budget, WCAT shall prepare its annual budget on a July 1 to June 30 fiscal
year basis and provide a copy to the CITY. Recognizing that the CITY must comply
with Oregon Local Budget Law, and that the budget of each party substantially affect
the other's, both parties shall cooperate in the preparation of their respective budgets.
20. ACCOUNTING AND AUDITS. WCAT shall keep full and accurate account
of receipt and expenditure of all funds paid by the CITY under this AGREEMENT; and
shall separately account for funds received from other sources. All books and account
shall be kept in accordance with generally accepted accounting practices, and shall be
open to inspection by the CITY, its auditor, and authorized representatives upon
reasonable advance notice. WCAT shall submit quarterly financial reports to the CITY.
In the event an independent audit is initiated by WCAT, a copy of said audit will be
supplied to the CITY.
21. NOTICE. Each party's designated representatives for receipt of all notices
and communications concerning this AGREEMENT and operations hereunder, shall be:
FOR CITY: The CITY ADMINISTRATOR
270 Montgomery Street
Woodburn, Oregon 97071
FOR WCAT: The PRESIDENT OF WCAT
22. DEFECTS OF PERFORMANCE; REMEDIES.
Page 8 - CABLE ACCESS MANAGEMENT AGREEMENT
Exhibit "A"
Page 8 of 10
—-- Attachment °A°
Page 11 of 12
22.1 The CITY's sole obligation hereunder is the payment of funds
pursuant to Section 17 of this AGREEMENT. WCAT's sole remedy
for any defect of such performance shall be an action for the
recovery of any sums owed and in arrears for more than 60 days.
In no event shall the CITY be responsible for any other damages of
any kind, or any indirect or consequential damages of any nature,
regardless of the theory of recovery thereof.
22.2 As a condition precedent to prosecution of any remedy at law or
equity against WCAT for alleged defect of performance hereunder,
the CITY shall first give WCAT written notice describing the defect
to be cured. WCAT shall have a period of ten days after said
notice to provide the CITY a satisfactory response, either showing
that the alleged defect does not exist, or that the defect has been
or will be cured in a reasonable time. if the defect is the lapse or
cancellation of any policy of insurance required hereunder, WCAT
shall immediately cease all operations upon the written notice from
the CITY, and shall not resume operations until replacement or
reinstated insurance coverage in place.
23. TERM AND TERMINATION.
23.1 This AGREEMENT shall be in effect upon execution by both parties
until it is terminated as provided herein.
23.2 The CITY may, in addition to any other remedy provided by law or
equity, terminate the AGREEMENT upon written notice to WCAT
that a defect of performance of which WCAT was previously
notified pursuant to paragraph 22.2 has not been satisfactorily
cured within the time provided. Termination shall be effective
upon receipt of such notice by WCAT's representative designated
in Section 20 of the AGREEMENT. The CITY may, in its sole
discretion, extend the period for cure of a defect, may waive any
incident of defective performance, and may reinstate this
AGREEMENT upon request of WCAT following termination as
provided herein. No failure to object to a defect of performance,
waiver, relaxation, extension, or reinstatement on any occasion
shall be held to constitute waiver of objection to any future
instance of defective performance, whether or not of a similar
nature.
23.3 Either party may terminate this AGREEMENT without cause upon
written notice to the other party given no later than April 1 of any
year. Unless such notice is withdrawn by the party giving it with
the consent of the other party, this AGREEMENT shall be
terminated effective on June 30 of the following year.
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Exhibit "A"
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Attachment "A"
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23.4 This AGREEMENT shall be automatically canceled and terminated
without further notice upon the happening of any of the following
conditions:
A. Dissolution of either party.
B. Filing by either party of a petition or pleading alleging that it is
bankrupt or insolvent.
C. Adjudication that either party is a bankrupt, or appointment of a
receiver for its assets in any proceeding.
D. Any attempt by either party to transfer any of its rights,
obligations, or interests in the AGREEMENT without the written
consent of the other.
E. Attachment or garnishment of any interests or proceeds due or to
become due under this AGREEMENT.
24, COSTS AND ENFORCEMENT. In the event any suit or action is necessary
to enforce the provisions of this AGREEMENT, the prevailing party shall recover its
reasonable costs, including reasonable attorney fees, incurred in prosecuting or
defending the action and all appeals therefrom.
25. ENTIRE AGREEMENT. This AGREEMENT constitutes the entire agreement,
bargain and understanding of the parties respecting the subject matter herein by
execution of this AGREEMENT, the parties repeal all prior agreements, whether written
or oral, respecting the subject matter of this AGREEMENT. No parol evidence of any
such prior agreement, nor any evidence of any oral agreement, representation,
interpretation, or promise made by either party concerning the subject matter of this
AGREEMENT shall be received in any action arising out of this AGREEMENT.
IN WITNESS WHEREOF the parties have caused this AGREEMENT to be signed
in their respective names by their duly authorized representatives as of the dates set
forth below.
CITY OF WOODBURN, OREGON WOODBURN COMMUNITY ACCESS
1 TELEVISION INCORPORATED
By: ������K l,�.� By: 6A,,j /1 Woodburn City City Administrator President
Date: 3aftS- Date: 1A/?-5-
Page
10 - CABLE ACCESS MANAGEMENT AGREEMENT
Exhibit "A"
Page 10 of 10