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Res 1284 - Agmt WCAT COUNCIL BILL NO. 1614 RESOLUTION NO. 1284 A RESOLUTION AUTHORIZING EXECUTION OF A BILL OF SALE AND AGREEMENT WITH WOODBURN CABLE ACCESS TELEVISION INCORPORATED (WCAT). WHEREAS, Ordinance 2093, the Northland Cable Television Franchise Ordinance, calls for the establishment of a local "access provider" organization with specifically described duties, and the City Council subsequently appointed a "Cable TV Community Access Advisory Committee" for that purpose in November 1992, and WHEREAS, the Cable TV Community Access Advisory Committee has evolved into Woodburn Community Access Television Incorporated (WCAT); which organization has developed bylaws, formally filed articles of incorporation with the Oregon Corporation Division and has obtained an exemption under 501 (c)(3) of the Internal Revenue Code; and WHEREAS, Ordinance 2100 provides for the dedication of certain cable television franchise fees "for the support, operation and maintenance of a community cable television access program within the the city of Woodburn"; and WHEREAS, Resolution 1253 designated WCA T as the duly authorized access provider organization for the city of Woodburn; authorized the City Administrator to negotiate a Bill of Sale conveying to WCA T any equipment purchased for cable television access purposes; and authorized the City Administrator to enter into a Cable Access Management Agreement with WCA T for the orderly transfer to WCA T of dedicated franchise fees as set forth in Ordinance 2100; and WHEREAS, said Bill of Sale and said agreement have now been negotiated by the City Administrator and are ready for City Council consideration and approval, NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. The City Administrator, acting on behalf of the city, be authorized to execute the Bill of Sale conveying the specified cable access television equipment to Woodburn Community Access Television Incorporated. Section 2. That the City Administrator, acting on behalf of the city, be authorized to execute the Cable Access Management Agreement with Woodburn Community Access Television Incorporated. Page 1 - Council Bill No. 1614 Resolution No. 1284 ..... ~""'r'" ........... ..... ...... .....-...... ....................... .-.. If Section 3. That a copy of said Bill of Sale is attached hereto as Exhibit" A" and is, by this reference, incorporated herein. Section 4. That a copy of said Cable Access Management Agreement is attached hereto as Exhibit "B" and is, by this reference, incorporate/her?" Approved as to formc:r?~ 0 ~ 7S City Attorney Date I APPROVED: Passed by the Council Submitted to the Mayor March 14, 1995 Approved by the Mayor March 14, 1995 March 14, 1995 Page 2 - Council Bill No. 1614 Resolution No. 1284 .... ..._,-,.".,_..,~------_.~,------"~._",~,-~-"~,.",.."".",,,-"."..,'."","'.,.................... BILL OF SALE For valuable consideration, CITY OF WOODBURN, a municipal corporation, hereby sells, transfers and delivers to WOODBURN COMMUNITY ACCESS TELEVISION, INCORPORATED, an Oregon non-profit corporation, all of CITY OF WOODBURN'S right, title and interest in and to the following items of equipment: Quantity Description 1 Sony DXC-327 AH CCD Color Camera 1 Sony P AC-EVW327 AL CCD Color Camera 2 Sony CA-537 Camera Adapters 2 Sony DXF-40A 4" Studio Viewfinder 2 Sony S12X7.5BRM 12xl Zoom Lens 1 Sony VCf-12 Tripod Plate 2 Sony LO-lOll Studio Remote Lens Kit 2 Sony CCUM-5 Camera Control Units 2 Sony CCZA-25 75' Cable 1 Sony CMA-8A A.e. Power Supply 1 Sony BCW-IB Battery Charger 4 Sony NP-1B Batteries 2 Bogen 3197 TripodlFluid Head 2 Bogen 3198 Dollies 2 Panasonic AG-185UC VHS Camcorder with 8x1 Power Zoom Lens & Carry Case, Panasonic AG-186UC 1 Sony PVM-9/5P AC Dual 9" BfW Monitors 4 Panasonic Cf-1383Y 13" Color Monitors 1 Sony EVO-9850 HI-8 Edit RecorderlPlayer 1 Sony EVO-9700 HI-8 Desk Top Editor new model Sony EVO-9720 1 Panasonic WJ-MX 50 AudioNideo Mixer 1 Panasonic WJ-KB50 Character Generator 1 Panasonic AG-1970 S-VHS RecorderlPlayer 1 Panasonic WJ-220R Active Switcher 2 E.V. 635-A Omnidirectional Microphones 2 E. V. 357ND Cartoid Microphones 2 Windscreens for above Microphones 4 AKG C-567E Lavaliere Microphones 2 AKG KM 270 Microphone Stands 1 E.V. RE-45ND Directional Microphone Page 1 - BILL OF SALE ".".. . . - '...-,," , . 1 Windscreen for above Microphone windscreen part #72434 1 Sony MDR V6 Lo-Z Headphone alternate: Sony MDR7506 IffS owned by CIlY OF WOODBURN on A1MtH /S' , ~, for use by those. members of the public and educational and governmental entities wishing to avail themselves of public access television facilities administered and directed by WOODBURN COMMUNI'IY ACCESS.J'ELEVISION, INCORPORATED. CIlY OF WOODBURN warrants that it is the sole owner of the above-described personal property, that the title hereby conveyed is good and its transfer is rightful; the above-described personal property is delivered to WOODBURN COMMUNIlY ACCESS TELEVISION, INCORPORATED free from any security interest or lien or encumbrance; and, each item of the equipment is in good working condition and repair. DATE MARtH I~ , /II[ CIlY OF WOODBURN, a Municipal Corporation ~ By: CHRIS CHILDS, City Administrator Page 2 - BILL OF SALE 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 WCA T 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. WCA T 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 B Page 1 of 10 ........ ." .T-....-..---.... -""--. --..-.......-.......-....--"...-...-- " 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 WCA T 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 WCA T 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 WCA T 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 WCA T 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. WCA T shall conduct, all meetings subject to the requirements of the Oregon Public Meetings Law (ORS 192.610 to 192.710). WCA T 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 B Page 2 of 10 '......,.. . ..~.."_.. - ....,- . .--......... , 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. WCA T 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 WCA T 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 WCA T under this AGREEMENT shall be so identified at the end of the program. Page 3 - CABLE ACCESS MANAGEMENT AGREEMENT Exhibit B Page 3 of 10 '.....- "'-'T'"''''''--'''-''' ..-.--".. ..._--,,- .~- - ._.. .~._--- 8.2 WCA T 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 WCA T 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 WCA Tare provided through franchise requirements and public funds of the CITY. 8.4 WCA T 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 WCA T 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 WCA T 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. 1 O. 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 WCA T 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 B Page 4 of 10 .... ..-.T-............. '~"- .._.._~....._............ .....n .. 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, WCA T 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 WCA T 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 WCA T operations under or related to this AGREEMENT. Page 5 - CABLE ACCESS MANAGEMENT AGREEMENT Exhibit B Page 5 of 10 ....;~"-~ .,......... -.--T..... ~4 .. 17. PAYMENTS TO WCAT. 17.1 The CITY shall pay to WCA T 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 WCA T 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 WCA T 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 WCA T 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 WCA T for the succeeding CITY fiscal year upon a determination that the budget submitted by WCA T 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 WCA T 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 B Page 6 of 10 ."";., -_..."...._..T~-._..-~". "_._...~. .---.- -.".".----......-....--.. , C. That funds or assets WCA T 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 WCA T'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 WCA T 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 WCA T 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 WCA T 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, WCA T 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 B Page 7 of 10 ......."- ~~ Council so directs by resolution, WCA T shall pay to the CITY any unexpended funds received by WCA T 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 WCA T pursuant to WCA T's Articles of Incorporation upon dissolution. 18.7 Nothing herein shall entitle the CITY to recover funds not received by WCA T 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 WCA T, the adequacy of WCA T'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, WCA T 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 WCA T, 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 WCA T: The PRESIDENT OF WCAT 22. DEFECTS OF PERFORMANCE; REMEDIES. Page 8 - CABLE ACCESS MANAGEMENT AGREEMENT Exhibit B Page 8 of 10 ~......". --....-. ..--r-...----.~..------....-"..".""----"-...- .. 22.1 The CITY's sole obligation hereunder is the payment of funds pursuant to Section 1 7 of this AGREEMENT. WCA T' 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 WCA T 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, WCA T shall immediately cease all operations upon the written notice from the CITY I 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 WCA T that a defect of performance of which WCA T 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 WCA T 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. Page 9 - CABLE ACCESS MANAGEMENT AGREEMENT Exhibit B Page 9 of 10 ..... ^.......~..._._-' ._.........._-"'~.._--_..........._._..... 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 By: tathI~ Woodburn City Administrator WOODBURN COMMUNITY ACCESS TELEVISION INCORPORATED By: ~ If, 1l1fl11~ President Date: .JIg /95 { I Date: 3115,lf~ Page 10 - CABLE ACCESS MANAGEMENT AGREEMENT Exhibit B Page 10 of 10 ....- '-.T" ..