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Home My WebLink About05-383.doc DECEMBER 27, 2005 05-383 RESOLUTION (CARRIED 7 -0 LOST LAID OVER WITHDRAWN PURPOSE: APPROVE AGREEMENT WOCT I CITY OF OSHKOSH LEASE AGREEMENT INITIATED BY: OCAT BE IT RESOLVED by the Common Council of the City of Oshkosh that the attached agreement with the Friends of OCAT for lease and operation of the WOCT 101.9 FM radio station is hereby approved and the proper City officials are hereby authorized to execute and deliver the agreement in substantially the same form as attached hereto, any changes in the execution copy being deemed approved by their respective signatures, and said City officials are authorized and directed to take those steps necessary to implement the terms and conditions of the Agreement. BE IT FURTHER RESOLVED that money for this purpose is hereby appropriated from: Acct. No. 100-0150-7204-00000, cable access-equipment WOCT LEASE AGREEMENT This is made this day of January, 2006 between the CITY OF OSHKOSH, a municipal corporation located in Winnebago County, Wisconsin ("City") and the FRIENDS OF OSHKOSH COMMUNITY ACCESS TELEVISION, INC., a Wisconsin non-for-profit corporation ("Friends"), to operate the WOCT 101.9 FM LP (low-power FM radio operation) as follows: 1. Lease and Term. The City shall lease to the Friends space to operate the WOCT radio operations within the DCA T facility in City Hall, located at 215 Church Avenue, Oshkosh, Wisconsin, for an initial term of five (5) years beginning at 12:01 a.m. on January 11,2006 and ending at 11:59 a.m. on December 31,2010, for a rental fee of One Dollar ($1.00) per year payable on or before the first day of each year ofthe lease term or subsequent renewal. This Agreement shall be automatically renewable for subsequent five (5)-year terms unless a written, six month notice of intent not to renew is given to the other party. 2. General Operations. Operational responsibilities ofthe WOCT operation shall be allocated as follows: A. The Friends will provide annual funds to reimburse OCAT part-time staff hours required to schedule weekly WOCT programming, train volunteers and producers in using the WOCT equipment, and any other production, programming or promotional support requested by the Friends. 3. Operating Systems and Equipment. The City has provided a one-time $18,000 capital grant to purchase equipment to launch the station. A listing of the equipment will be attached as an addendum to this agreement and constitutes property ofthe City (Addendum A). All other initial and on-going equipment, furniture and furnishings necessary to operate WOCT will be provided by the Friends ofOCAT. 4. Maintenance. The maintenance responsibilities of the WOCT operation shall be allocated as follows: A. The City (OCAT) shall be responsible for: 1. All routine maintenance and minor repairs, defined as a repair that does not exceed Fifty Dollars ($50.00). 2. Conducting a maintenance review ofWOCT operations twice per year. This review will include checking major equipment systems such as the transmitter, antenna, tower and other production equipment. 3. All necessary FCC logs required ofthe WOCT operations. 4. Working as a liaison with any engineering consultants or projects related to WOCT. B. The Friends shall be responsible for: 1. Repair, replacement or capital improvements of all WOCT equipment systems and any major repairs, defined as a repair that exceeds Fifty and 011100 Dollars ($50.01). 5. License. The WOCT radio license will be assigned to the Friends. Any FCC requirements for license updates or inquiries will be the responsibility of the Friends of OCAT. 6. Programming. The Programming priorities ofWOCT shall be allocated as follows: A. City use during public emergencies. B. Live local government meetings simulcast ITom OCAT CitiCable 10. e. OCAT CitiCable 10 municipal programs. D. OCAT municipal radio programs. E. Friends ofOCAT television programs simulcast from OCAT CATV 2. F. Friends ofOCAT produced and/or endorsed radio programs. G. Community-produced radio programs endorsed by the Friends of DCA T. H. Music blocks and genres endorsed by the Friends of DCA T. 7. Insurance. The City shall provide and pay for all general liability coverage for all City-owned WOCT equipment. The Friends shall provide and pay for all general liability coverage for all Friends-owned WOCT equipment. A copy ofthe Friends liability coverage will be attached as an exhibit to this agreement. 8. Written Report. The Friends shall provide to the City an annual written report that details the programs and activities for WOCT for the preceding year, and may also include similar information for the next succeeding year. 9. Early Termination. The Friends and the City shall have the right to terminate this Agreement without cause upon six (6) month prior written notice to the other party. In the event either party has good cause for termination, the termination shall take place after either party has the opportunity to correct any deficiency within fifteen (15) calendar days of written notice thereof. If such deficiency is not cured within those fifteen (15) days, this Agreement may be terminated on Fifteen (15) day written notice by either party to the other. 10. Successors Bound. The Agreement shall be binding upon and inure to the benefit of the City, its successors and assigns, and shall be binding upon and inure to the benefit of the Friends, its successors and permitted assigns. 11. Miscellaneous Provisions. A. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership or joint venture among the parties. B. This Agreement cannot be changed or modified except in writing and signed by the duly authorized agents of the parties. C. Headings contained in this Agreement are for convenience of reference only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement. D. Notwithstanding any provision to the contrary, it is agreed that none ofthe obligations contained in the Agreement shall run to or be enforceable by any party other than the parties to this Agreement. E. This Agreement constitutes all of the agreements and understandings of whatsoever nature or kind existing between the parties with respect to the subject matter hereof. F. If any term, covenant, condition or provision ofthis Agreement shall be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term, covenant, condition and provision shall be valid and be enforced to the fullest extent permitted by law. G. Failure of either party to insist upon the strict performance ofthe terms and provisions of this Agreement, or any of them, shall not constitute or be construed as a waiver or relinquishment of that party's right to thereafter enforce such term or provision, and that term or provision shall continue in full force and effect. H. Any dispute between the parties shall be settled by arbitration under Chapter 788 of the Wisconsin Statutes. IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to be executed by their officers thereunto duly authorized, all as of the day and year first written above. CITY OF OSHKOSH FRIENDS OF OCAT, INe. By: Richard A. Wollangk, City Manager By: Jeff Thorkildsen, President By: Pamela R. Urbrig, City Clerk By: Walt Domnie, Treasurer By: Warren P. Kraft, City Attorney ADDENDUM A: WOCT-FM 101.9 EQuipment (Master List).:. . Bext FM Transmitter XT-150 w/ stereo generator . (2) Bext FM Antenna TFCIK . Bext Power Divider LPD2 . (2) Andrew 10' Jumpers F4NMNM10 . TFT EAS-911D EAS Decoder . Comrex DH20 Digital Hybrid (Telephone Interface) . Circuitwerkes DR-10 Dial Up Remote Control for rackmount . Marantz CD/MP3 Player . dbx 166XL Compressor/Limiter/Gate . Yamaha RX-396 Stereo Receiver . Shure SM7B Studio Mic . Luxo KM -1 Black Mic Arm . Luxo C-Black Table Bracket . Audio-TechnicaATPL-120 Turntable . (3) Electro-Voice 635A-B Handheld Mics . Sony MDR-7509 Headphones . Sound Forge 8 audio editing software . (2) APC SUA1000RM2U Smart-UPS Power Backup . JVC TM-A101G Video Monitor . Rolls PM50s Personal Monitor Amp. . TuneTracker "Station-In-A-Rack" + extra software upgrades . TFT EAS 940A Program Interrupt Unit . (2) Nemal 5' Jumpers . (2) Kramer VM-50AN Audio Distribution Amplifiers . (1) Henry Engineering "Matchbox" . (2) Comrex Single Line Frequency Extender . Wire, Connectors, Parts (E.!. supplies) 11-28-05 4519.00 818.00 175.00 240.00 1819.00 888.00 306.00 347.00 210.00 200.00 314.00 70.00 11.00 214.00 300.00 190.00 205.00 1020.00 378.00 52.00 2159.00 515.00 60.00 336.00 199.00 1718.00 700.00 TOTAL: $17,963.00