The URL can be used to link to this page

99-560ORfGlNAL Council File # c lG Sl Green Sheet # (�� RESOLUl'ION CITY OF SAINT PAUL, MINNESOTA Presented By Referred To Committee: Date 23 1 WHEREAS, the cable franchise agreement with MediaOne of Saint Paul, Inc. provides that the City may 2 designate a non-profit entity (hereinafter the "Designated Entity") or entities to manage public and educational 3 access and community progra. on the local cable television system; and WI3EREAS, a contract for services between the City of Saint Paul and Cable Access Saint Paul, Inc., d.b.a. Saint Paul Neighborhood Network (SPNl� which outlines the duties, responsibiliries and obligations of the parties with respect to the provision of goods and services far public, educational and governmental access, and community prograzmning by the Designated Entity has been in effect and will expize on June 30, 1999; and 8 WHEREAS, the City has determined that SPI3N has performed its duties as Designated Entity in a manner 9 satisfactory to the City and the City desires that SPNN conrinue its role as the Designated Entity; 10 THEREFORE, BE IT RESOLVED, that SPNN is hereby designated the City's Designated Entity for the 11 purposes of the cable franchise; and 12 BE IT FURTHER RESOLVED that the proper City officials aze hereby authorized to execute the 13 Performance Agreement between Cable Access Saint Paul, Inc., d.b.a. Saint Paul Neighborhood Network, and 14 the City of Saint Paul, a copy of which is attached hereto and incorporated herein by reference. Adopted by Council: Date Adoption By: Approved by Ma�r: Date \%JlI,Q z� ��C/ ��> . - - - � ■-•- - • � � 1 �.��l.I_.4�.. — �. �:.��.0 �� .11. � / � �i l �� j / �, Form Approved by City Attorney B /�.,! Approved� by Mayor �r Submission to n By: By: � '' ��i SCoO ` Dep'artrnery/bffice/Council: Date Initiated Green Sheet No. 63944 TMS/Cable 6(2(99 Contact Person 8 Phone: miha ate InitiaUdate Holly Hansen 6-8875 � � 3 I Depaztment D'u.� 5 CiTy Council Must Be on Council Agenda by (Date) A�i9� �Ciry Attnmey � City Cierk Number �� Serv Dir. 6 Financiat Serv/acc[R June 16 For 4 Mayor (Or Asst)� _ Civit Service Commission Routing Ortler Total # of SignaWre Pages (Clip All Locations for Signature) Action Requested: Approve renewal of the City's contract with Saint Paul Neighborhood Network (SPNl� far the provision of public, educational, and government access services and community pro@r�mm;ng. Rewmmendatio�s: Approve (A) or Reject (R) Personal Service Contracts Must Answer the Following Questions: 1. Has this person/firm ever worked under a contrad for this deparfment? Planning Commission Yes No , CIB Committee 2. Has this personffirm ever been a city empioyee? Civil Service Commission Yes No 3. Dces this person/firtn possess a skill not normally possessed by any current city employee? Yes No Explain all yes answers on separete sheet and attach to green sheet Initia6ng Problem, Issue, Opportunity (Who, What, When, Where, Why): The City's current contract with SPNN will expire 6130/99. AdvantageslfApproved: Current contract services will not be interrupted and SPNN will remain accountable for contract performance regarding Public, Educational, and Government (PEG) access services and community programming. Disadvantages If Approved: None Disadvantages If Not Approved: There would be no "Designated Entity" to provide PEG access services and community programming. These services, including playback of City Channel 18, would be disrupted, adversely affecting the public, community organizations, and educational institurions. Tofal Amount of Trensaction: $ N/A CosGRevenue Budgeted: Funding Source: Activity Number� p , �i.'�ia�:� Y�^.�",''.�A�i��`''� �a`;?�?;'.::4 Financial Information: �F�cplain) - � L` 97 @�P J �� G UJSFdtSlReitley�CON'I�SPN GS.wptl � 9�- 5� PERFORMANCE AGREEMENT between CABLE ACCESS - ST. PAiTL, INC. d. b. a. SAINT PAUL NEIGHBORHOOD NETWORK and the CITY OF SAINT PAUL An Aa eement by and between the City of Saint Paul, Minnesota, a Minnesota municipal corporation hereinafter referred to as "City", and Cable Access — St. Paul, Inc., a Minnesota non-profit corporation, d.b.a. Saint Paul Neighborhood Network, hereafter referred to as " SPNN". Contents of This Document I. II. III. IV. V. VI. VII. �II. IX. X. � XII XIII. XIV. XV. XVI. XVII. XVIII. XIX. �. DEFINITIONS ........................................................ 2 SERVICES ........................................................... 3 EVALUATION ........................................................ 7 EQUIPMENT OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 STATUS OF EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 HUMAN RIGHTS ORDINANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 VENDOR OUTREACH PROGRAM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 OFFICIALS DESIGNATED SPNN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 OFFICIALS DESIGNATED — CITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 GRANT .............................................................. 9 SEVERABILITY ....................................................... 9 SUBCONTRACTING ...... ... ... ......................... ... .... .. ..... 9 TERMINAT'iON ...................................................... ]0 CONDITIOI3S OF DISSOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I 0 DISPOSITION OF DOCUMENTS(MATERIALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . ] 0 COMPLAINTS ....................................................... 10 CONTINGENT FUNDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 TERM OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 AMENDMENTS TO AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I i AGREEMENT WHOLE AND CONCLUSIVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 SIGNATURES ........................................................ ]2 1 94 - 5� WITNESSETH: It is mutually a�eed by and between the City and SPNN as follows: DEFII�TITIONS For purpose of this Agreement: "Access" shall mean the privilege of any one who works or ]ives in Saint Paul to use the facilities, equipment, and the cable Access Chlnnels provided by Minnesota Statutes and local ordinance. All such access, including channel time, equipment, and staff, shall be available on a first- come, first-served non-discriminatory basis. "Access Channels" shall mean those channels dedicated by law, rule, regulation, or commitment of Cable Company to the programming use of the general public and educational institutions. "Access services" sha11 refer to services, equipment, and/or facilities provided to the general public and educational institutions in support of the Access Channels. It shali not include services, equipment, andlor facilities of the City. "Access Programming" shall mean programming under the editorial control of access users. "Access Users" shall mean those members of the community who create and/or present programming for playback on the access cable channels. "Business" shall mean all appropriate business activities in support of access users and the production of access and community programming. Such business may include the solicitation of gifts of in-kind and monetary support. "Cable Company" shall mean MediaOne of Saint Paul, Inc., its successors and assigns. °Community Programming" shall mean programming under the editoria] control of SPNN. "Designated Entity" shall mean a non-profit entity or entities designated by tl�e City and further defined by the Franchise Agreement. "Equipment" shall mean any durable goods purchases made with funds provided by the Cable Company. "Franchise Agreement" shall mean C.F.# 98-234, the renewal franchise a anted to MediaOne of Saint Paul, Inc. by the City of Saint Paul and any subsequent amendments approved by the Saint Paul City Council. 2 99-5�oa I. SERVICES For the consideration hereinafter stated, the City names SPNN as the Designated Entity for the term ofthis contract and SPNN agrees to provide mana�ement and promotionai services to support Access and Community Programming in accordance with this conh-act and the Franchise A�eement. TASK I. Training 1. SPNN shall conduct an introductory access orientation course_ The course shali consist of public access television philosophy, SPNN policies and procedures, audience development, how to use public access, SPN13 course offerings, publicity and promotion, and tours ofthe studios, edit suites, access equipment and van. The introductory access orientation course shall consist of at least three contact hours per class, and such classes will be held at least once per month. 2. Basic level courses in video production, including studio production, field production, and editing, shall be offered at least once every five weeks. 3. Intermediate level courses in video production, including studio production, field production, and editing, shall be offered at ]east once every two months. 4. Advanced level courses in advanced video production techniques shall be offered at least once every two months. 5. SPNN will take an active role in recruiting access users for its classes. Class recruitment shall be included in at least 80% of al1 promotion materials. 6. SPNN will provide at least two special training or orientation programs per yeaz to meet special needs of local institutions and/or organizatians. 7. SPNN will maintain a forrnal intemship program involving at least 10 students annually from the secondary and post secondary education communities in Saint Paul. 8. SPNN will manage the scheduling, registration, record keeping, production of materials, evaluation, and other administrative tasks, inciuding quarterly reports, for all of its educational and training activities. Such reports shail include student evaluations of their training. Task IL• Equipment and Facilities l. SPNN will maintain isiventory control and records of all Equipment with a purchase price of $300 or more. The inventory shall include the make and model number of the Equipment, serial number, purchase date and price, and cunent location and condition of each piece of Equipment. Any Equipment which is disposed of shall continue to be carried on the inventory with a notation of date of disposal and value received. 99- 5�0 2. SPNN shall maintain and repair Equipment in a timely manner keep;ng record of maintenance and repair, and maintain a p]an for the purchase, replacement and acquisirion of Equipment. Such plan and revisions shall be submitted to the City's Cab]e Communications Officer with each annua] report. 3. SPNN will implement and enforce policies for check out and use of Equipment and facilities, manage EquipmenUfacilities check out and use, and maintain a current log of Equipment check out and use. SPNN facilities will be open at least 50 hours per week on at ]east six days per week except for the following holidays: New Yeaz's Day, Memorial Day (last Monday in May), Independence Day, Labor Day, Thanksgiving, Christmas Eve, and Christmas Day. 4. SPNN will maintain a log of complaints and responses regarding Equipment condition and use policies. The log shall be available at all reasonable times for inspection by the City. 5. SPNN will maintain insurance in an amount and form acceptable to the City on all Equipment and facilities managed by SPNN, naming the Designated Entity as the insured and the City as co- insured. All insurance documents shall be submitted to the City's Cable Communications Officer with the annual report and within thirty (30) days whenever amended. 6. SPNN will maintain facilities for training (as described in Task I), production, and administration of Access and Community Pro� amming consistent with this Agreement. Task III: Access and Community Programming Channel Time 1, SPNN shall maintain and enforce policies and procedures for allocating, reserv.ing and using time on the designated Access Channels. Such policies and all subsequent policy changes shall be submitted to the City's Cable Communications Officer within thiriy (30) days of a change. No program cablecast pn an access channel shall violate federal, state, or local statutes. 2. SPNN shall be responsible for the playback of video, audio and text programming on the four designated Access channels, one Government access channel, and one Community Programming channel in accordance with SPNN's established policies and procedures. S�Iv'N shall staff playback facilities to insure program playback seven days per week and an average of twelve hours per day per channel, and a failure rate of no inore than 5 percent of the total piayback hours. 3. SPNN will produce and provide Community Programming, including, but not limited to, local sports events, pazades, social and political events consisting of an average of 20 hours per month. Such programming shall include ttie City Council and Mayoral Inaugvration, the Mayor's State-of-the-City Address, the Jr.— Sr. Royalty Pageant, the Truth-in-Taxation Hearing, and up co three other public events or meetings as requested by the Cable Communications Officer. The City will provide a liaison on a staff available basis for the production of ciTy government related programming. 4. SPNN shall not engage in commercial production activities with for-profit entities. 5. SPNN will provide a full-time Educational Access Coordinator to serve the educational access community. Furthermore, SPNN will maintain an active Educationai Access Committee comprised of � 99-5�0 representatives from public and private schools, both K-12 and post secondary, to work with SPNN in the coordination and provision of Access services to the educational community in Saint Paul. Task IV: Promotion ofAccess 1. SPNN shall create and make availa6le to the public at least one printed document describing the Access and Community Programmin� resources available in the City of Saint Paul and how citizens of Saint Paul may make use of the described resources. 2. SPNN shall provide information about Access and Community Proa amming activities on a re,,aulaz basis for publication in Saint Paul communiTy newspapers and other ::ed;a at least once a month. 3. SPNN shall print, or azrange for printing, and distribute monthiy schedules of programs cablecast on the designated Access Channels and Government Access Channel. At least 2,000 schedules should be distributed each month. 4. SPNN shall provide or arrange for speakers to discuss Access and Community Programming activities and opportunities in Saint Paul. Such speaking opportunities sha11 be arranged upon request of a community organization or the City. S. SPi3N shall take advantage of its own video production services and produce proa ams and PSAs which explain how to use SPNN services and describe to the community what is available at SPNN. These programs or PSAs shall be cablecast at least five times per week. 6. SPNN shall actively promote a community-based forum featuring Saint Paul organizations and issues and produce it twice a month. 7. SPNN shall hold open houses on a quarterly basis and invite the general public, schools, local organizations and institutions. Task V: Other Management Services 1. SPNN will provide in a timely manner notices and minutes of annual and special membership meetings and notices and minutes of all Boazd of Directors' meetings to the City's Cable Communications OfFicer. 2. SPNN will maintain records of EquipmenUfacilities purchase, use, and maintenance; use of Access and Community Programming channel time; records of Access training; and complaints or disputes related to Access or Community Pro� amming. These records shall be available at ail reasonable times for review by the City. 3. The City shall have the right to inspect SPNN's business records and copy them at no expense to the City. SPNN's business records shall be maintained in conformance with this Agreement and shal] be 5 `T9-56rr available for inspection during regulazly scheduled bvsiness hours or at such other time mutually agreed to by the City and SPNN. 4. SPNN will prepaze and submit to the City's Cable Communications Officer a balanced annual operating bud�et for the subsequent yeaz at ]east 60 days before the end of SPNN's fiscal year. Such budget shall be approved by the SPI�iI3 Boazd of Directors and adhere to standazd accounting and record keepin� practices. As part of its business operation, SPNN shaU submit to the CiTy's Cable Communications Officer monthiy fmancial statements and shall, at its expense, contract for a year-end audit by a Certified Public Accountant. SPNN shall submit audited financial statements to the City's Cable Communications Officer 120 days a8er yeaz end. The report shall include a statement of the auditor's verification of compliance with the provisions of Tasks I- V contained herein, and any exceptions noted. SPNN shall submit a plan for corrective action, if exceptions are significant. The auditors shall comment on the Y2K readiness of SPNN in their audit of FY 1999 and make recommendations re�arding any changes that need to be implemented by SPNN to address any unresolved Y2K issues. 5. SPNN will provide copies of budget vs. actual expenditures to the City's Cable Communications Officer 90 days after fiscal year end. 6. Any circumstances that cause or could cause SPNN to experience mganingful financiai difficulty or otherwise represent a significant unplanned reduction in revenues or increase in expenditures or losses shall be reported to the City's Cable Communications Officer within seven (7) days of discovering the matter and ongoing corrective action shall be periodically reported to the Cit;�'s Cable Communications Officer. 7. All paid positions, including that of the Executive Director, shali be subject to a fair and open hiring process. SPNN shall comply with or exceed all federal, state, and local ]aws and regulations relating to equal employment opportunity. SPNN will submit to the City's Cable Communications Officer for review, any revisions to its staffing plan, outlining its proposed personnel commitments to fulfill the tasks in this Agreement; including training, general access, educational access, program playback, Community Programming production, and volunteer and staff development. 8. SPNN will prepare and submit four quarterly reports and an annual yeaz end report to die CiTy's Cable Cominunications Officer on the activities and tasks enumerated in this agreement. Reports shall be based on SPNN's fiscal year and submitted on September I5, December 15, March 15, and June 15. The Annual Report shall be submitted on July 15. 9. SPNN shall submit to the City's Cable Communications Officer a report on the Boazd of Directors noraination process. The process shall be committed to recruitment of individuals representing diverse communities of interest and relevant business and professional experience. Within 30 days following its Annual Meeting, SPNN shall report to the City's Cable Communications Officer the Board of Directors election results. The report shall include a complete Boazd roster (including appointed members) and a brief biography of each. 10. SPNN's Annual Report shall be submitted to the City's Cable Communications Officer on or before July 1� and shall contain at least the following information: 0 q�-56c ♦ Membership statistics at year end; including number of inembers under each membership category. ♦ Programming statistics on a per-channel basis for the past fiscal yeaz, including: number of hours and programs of first-run local programming, number of hoars and programs of first-run outside pro�amming, total hours of proa amming cablecast by week, and cablecast failure rate. ♦ A list of all complaints received during the past fiscal yeaz and how and when they were resolved ♦ Training statistics for public and educational access for the past fiscal yeaz, including course schedules, attendance, recruiting efforts, etc., as described in Task I. ♦ Public access training plan for the coming year and results of the prior yeaz plan ♦ Educational access plan for the coming yeaz and results of the prior yeaz plan ♦ Community Programming plan for the coming yeaz and results of the prior year plan ♦ A list of any E�uipment disposed of during the past fiscal yeaz, includin� description of item, how disposed of, and any compensation received for the Equipment ♦ Current Equipment inventory, and replacementlacquisition pian ♦ Current insurance documents ♦ Updated business plan, including fundraising initiatives and other plans to generate revenue ♦ A description of any changes to the Strategic Plan and reasons for the changes ♦ Current mission statement ♦ Current list of Board of Directors with short biographies ♦ Current list of staff members and organizational chart ♦ Current employee policies ♦ Current access user and channel policies ♦ Current membership categories, prices, and benefits ♦ Vendozs identified in Saint Paul Administrative Code 84.06 SP1��N has used during the contract year, and totat dollars SPNN spent with such Vendors. II. EVALUATION SPNN agrees that an evaluation of its performance under this Agreement, including an on-site inspection, may be performed quarterly as determined by the City's Cable Communications O�cer and following receipt of the Annual Report. The City's Cable Communications Cfficer may conduct an in- person evaluation session with the SPNN Boazd of Directors and senior management as part of the annual review. Any evaluation shall be based on the fulfillment of the terms and conditions herein. Should the City find any instances of noncompliance after a review, the Cab]e Communications Offrcer shall transmit in writing a description of the areas of noncompliance to SPNN within 30 days. SPNN shall respond to such notices within I S working days of receipt in writing, detailing corrective actions to be taken. III. EQL3IPMENT OWNERSHIP SPNN agrees that everything purchased with funds provided by the Cable Company is the sole property of the Designated Entity with no righk, title, or interest therein vesting in SPNI3. During such 7 g9 time as SPNN, its successors and assigns, is acting as the Desi�ated Entity, it is understood that SPNN is only the temporary custodian of such properry and that SPNN has no rights of ownership with respect to such property. SPNN may not dispose of or otherwise use said property so as to enrich SPNN or to deprive any future Desi�ated Entity of the full benefits of this property. The Desi�ated Entity shall have the right to dispose of old, outmoded ar.d superfluous Equipment in accordance with ordinary business practices so long as any benefits arising from such disposition accrue to the Designated Entity only. SPNN shall submit in writin� to the City's Cable Communications Officer any p]ans to dispose of Equipment at least two weeks prior to any such action. City aa ees that everything purchased with funds other than those provided by the Cable Company is the sole property of SPNN with no ri�ht, title, or interest therein vesting in the City. IV. STATUS OF EMPLOYEES At all times, SPNN is an independent contractor. Neither SPNN nor its agents or its employees are employees of the City and are entitled to none of the rights, privileges, and benefits granted regulaz City employees. V. HUMAI3 RIGHTS ORDINANCE SPNN aa ees to be bound by Chapter 183 of Saint Paul Legistative Code. VI. VENDOR DEVELOPMENT OUTREACH PKOGRAM The CiTy l�as a goal of assisting economically disadvantaged businesses to participate in public contracts throu�h its Vendor Development Outreach Program, which is addressed in Chapter 84 of the Saint Paul Administrative Code. The City requires SPNN to make a good faith effort to purchase goods, supplies, and services in compliance with the Vendor Outreach Program during this contract period. VII. OFFICIALS DESIGNATED — SPNN SPNN designates its Executive Director as the person to be contacted by the City regazding this Agreement. The Boazd of Directors of SPNN shall be the final authority in any SPNN policy determinations. �4-5bo VIII. OFFICIALS DESIGNATED — CITY The City desi�ates the Cable Communications Officer of the Technology and Management Services Department as the person to be contacted by SPNN re�azding this Agreement. IX. G12ANT For SPNN's faithfui performance of the services set forth in this contract and provided that SPNN has a valid and binding contract with. the Cable Company to provide PEG services, the City agrees to direct the Cable Company to make the payments to SPNN according to Section 304 of the Fzanchise Agreement. In addition, the City will pay SPNN a total of $8,500 annually for the provision of agreed promotion and playback services. The CiTy, upon the recommendation of the Cable Communications Officer, also reserves the right to withhold payment for noncompliance with this Agreement, and further reserves the right to reallocate financial support to another Designated Entity or to other cable-related purposes for public benefit pursuant to the Franchise Agreement, Section 304. Should the Ciry decide to withhold one or more payments for noncompliance as determined in Section I, Task V# 4 and Section II of this Agreement, the City shall send a written notice to SPNN at least fourteen working days in advance containing the following information: Amount being withheld Specific reasons for withholding payment; Corrective actions requested; Identification of dates by which corrective action is to be completed. X. SEVERABILITY In the event any provision of this Aa eement is deemed unconstitutional, illegal or void as a matter of law, the parties agree that all of the provisions of this Agreement w;ich are not affected by such an occurrence shall constitute a fu11 and complete Agreement between the parties. XI. SUBCONTRACTII�TG SPNN may not subcontract portions of this Agreement until written approval is received from the City's Cable Communications Officer; such approval shall not be unreasonably withheld. 0 99-560 XII. TERMINATION The City and SPI�'N reserve the right to terminate this Agreement or SPNN's selection as the Designated Entity without cause or penalty on sixty days written norice. Notwithstanding any provision contained in this Agreement to the contrary, SPNN shall be entitled to pay its expenses incurred in the normal course of its business until such time as it is obligated to effect the below-referenced transfer. XIII. CONDITIONS OF DISSOLUTION Subject to SPNN's right to pay its norma] operating expenses, as set forth above, in the event that the City transfers responsibilities to another Designated EntiTy, or in the event of the dissolution of SPNN, any unspent or unobligated funds received from the cable company as the Designated Entity, shall be paid to any other Designated Entity, within 90 days of notification of reailocation or dissolution. SPNN shall immediately release control of al] equipment and materials to the City, excepting those items which are identified in the books and records of SPNN as purchased with funds other than those received from the Cable Company. XIV. DISPOSITION OF DOCUMENTS/MATERIALS In flie event that the City transfers responsibility to another Designated Entity, or in the event of the dissolution of SPNN, SPIQN sha11 provide the City with copies of all SPNN documents, files, computer disks, videotapes, etc, including but not limited to lists of trained and certified access users and tl�eir respective levels of Vaining and certification; forms necessary to the day-to-day operations of access; operating policies and procedures. This requirement shall not include any SPNN membership lists. XV. COMPLAINTS SPNN may, at any time, file in writin� wiUi the Office of Cable Communications, comp]aints conceming the operation of the cable system that have a beazing on SPNN's performance under this Agreement. The Cable Communications Officer shall investigate the complaints pursuant to Saint Paul Legislative Code §430.034. XVI. CONTINGENT FUNDING Continued performance of this Agreement by the City is contingent upon continued fund'mg of Access and Community Programming in accordance with the Franchise Agreement. 10 R�-5�o XVIL TERM OF AGREEMENT This Agreement shall commence on the date the Council resolution approving this document goes into effect and shall remain in effect until7une 3Q, 2000. XVIII. AMEND?vIENTS TO AGREEMENT This Agreement may be amended upon the mutual agreement of SPNN and the City. All amendments shall be in writing and effecrive upon execution by du]y qualified officers of SPNN and the City. 11 q s-sr� XIX. AGREEMENT WHOLE AND CONCLUSIVE The parties expressly state that this Agreement, to�ether with Appendixes and Amendments, constitutes the whole understanding of the parties as to the performance of SPNN pursuant to the Franchise A�reement and that no understandin�s outside of the Agreement aze pertinent to SPNN's performance_ No right or privile�e is granted or conferred by the Agreement except those specifically prescribed herein. In accepting this contract SPNN acknowled�es that its ris.",ts hereunder aze subject to the ]awful exercise of the police power of the City to adopt and enforce general ordinances necessary to the safety and welfare of the public, and further that SPN1V shall at all times comply with all applicable present and future ]aws, rules and regulations. XX. SIGNATURES IN WITNESS HEREOF, the parties have set their hands on the dates indicated. CITX OF OF SAINT PAUL Cable Access St. Paul, Inc. d.b.a. SAINT PAUL NEIGHBORHOOD NETWORK � �� Its President � � � '-- �.�� afe Approved as to form Ass City Attorne �' � �� Date Norm Coleman, Mayor Date Director, Office of Financial Services Date Director, Offiice of Technology and Management Services Date 12 ORfGlNAL Council File # c lG Sl Green Sheet # (�� RESOLUl'ION CITY OF SAINT PAUL, MINNESOTA Presented By Referred To Committee: Date 23 1 WHEREAS, the cable franchise agreement with MediaOne of Saint Paul, Inc. provides that the City may 2 designate a non-profit entity (hereinafter the "Designated Entity") or entities to manage public and educational 3 access and community progra. on the local cable television system; and WI3EREAS, a contract for services between the City of Saint Paul and Cable Access Saint Paul, Inc., d.b.a. Saint Paul Neighborhood Network (SPNl� which outlines the duties, responsibiliries and obligations of the parties with respect to the provision of goods and services far public, educational and governmental access, and community prograzmning by the Designated Entity has been in effect and will expize on June 30, 1999; and 8 WHEREAS, the City has determined that SPI3N has performed its duties as Designated Entity in a manner 9 satisfactory to the City and the City desires that SPNN conrinue its role as the Designated Entity; 10 THEREFORE, BE IT RESOLVED, that SPNN is hereby designated the City's Designated Entity for the 11 purposes of the cable franchise; and 12 BE IT FURTHER RESOLVED that the proper City officials aze hereby authorized to execute the 13 Performance Agreement between Cable Access Saint Paul, Inc., d.b.a. Saint Paul Neighborhood Network, and 14 the City of Saint Paul, a copy of which is attached hereto and incorporated herein by reference. Adopted by Council: Date Adoption By: Approved by Ma�r: Date \%JlI,Q z� ��C/ ��> . - - - � ■-•- - • � � 1 �.��l.I_.4�.. — �. �:.��.0 �� .11. � / � �i l �� j / �, Form Approved by City Attorney B /�.,! Approved� by Mayor �r Submission to n By: By: � '' ��i SCoO ` Dep'artrnery/bffice/Council: Date Initiated Green Sheet No. 63944 TMS/Cable 6(2(99 Contact Person 8 Phone: miha ate InitiaUdate Holly Hansen 6-8875 � � 3 I Depaztment D'u.� 5 CiTy Council Must Be on Council Agenda by (Date) A�i9� �Ciry Attnmey � City Cierk Number �� Serv Dir. 6 Financiat Serv/acc[R June 16 For 4 Mayor (Or Asst)� _ Civit Service Commission Routing Ortler Total # of SignaWre Pages (Clip All Locations for Signature) Action Requested: Approve renewal of the City's contract with Saint Paul Neighborhood Network (SPNl� far the provision of public, educational, and government access services and community pro@r�mm;ng. Rewmmendatio�s: Approve (A) or Reject (R) Personal Service Contracts Must Answer the Following Questions: 1. Has this person/firm ever worked under a contrad for this deparfment? Planning Commission Yes No , CIB Committee 2. Has this personffirm ever been a city empioyee? Civil Service Commission Yes No 3. Dces this person/firtn possess a skill not normally possessed by any current city employee? Yes No Explain all yes answers on separete sheet and attach to green sheet Initia6ng Problem, Issue, Opportunity (Who, What, When, Where, Why): The City's current contract with SPNN will expire 6130/99. AdvantageslfApproved: Current contract services will not be interrupted and SPNN will remain accountable for contract performance regarding Public, Educational, and Government (PEG) access services and community programming. Disadvantages If Approved: None Disadvantages If Not Approved: There would be no "Designated Entity" to provide PEG access services and community programming. These services, including playback of City Channel 18, would be disrupted, adversely affecting the public, community organizations, and educational institurions. Tofal Amount of Trensaction: $ N/A CosGRevenue Budgeted: Funding Source: Activity Number� p , �i.'�ia�:� Y�^.�",''.�A�i��`''� �a`;?�?;'.::4 Financial Information: �F�cplain) - � L` 97 @�P J �� G UJSFdtSlReitley�CON'I�SPN GS.wptl � 9�- 5� PERFORMANCE AGREEMENT between CABLE ACCESS - ST. PAiTL, INC. d. b. a. SAINT PAUL NEIGHBORHOOD NETWORK and the CITY OF SAINT PAUL An Aa eement by and between the City of Saint Paul, Minnesota, a Minnesota municipal corporation hereinafter referred to as "City", and Cable Access — St. Paul, Inc., a Minnesota non-profit corporation, d.b.a. Saint Paul Neighborhood Network, hereafter referred to as " SPNN". Contents of This Document I. II. III. IV. V. VI. VII. �II. IX. X. � XII XIII. XIV. XV. XVI. XVII. XVIII. XIX. �. DEFINITIONS ........................................................ 2 SERVICES ........................................................... 3 EVALUATION ........................................................ 7 EQUIPMENT OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 STATUS OF EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 HUMAN RIGHTS ORDINANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 VENDOR OUTREACH PROGRAM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 OFFICIALS DESIGNATED SPNN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 OFFICIALS DESIGNATED — CITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 GRANT .............................................................. 9 SEVERABILITY ....................................................... 9 SUBCONTRACTING ...... ... ... ......................... ... .... .. ..... 9 TERMINAT'iON ...................................................... ]0 CONDITIOI3S OF DISSOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I 0 DISPOSITION OF DOCUMENTS(MATERIALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . ] 0 COMPLAINTS ....................................................... 10 CONTINGENT FUNDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 TERM OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 AMENDMENTS TO AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I i AGREEMENT WHOLE AND CONCLUSIVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 SIGNATURES ........................................................ ]2 1 94 - 5� WITNESSETH: It is mutually a�eed by and between the City and SPNN as follows: DEFII�TITIONS For purpose of this Agreement: "Access" shall mean the privilege of any one who works or ]ives in Saint Paul to use the facilities, equipment, and the cable Access Chlnnels provided by Minnesota Statutes and local ordinance. All such access, including channel time, equipment, and staff, shall be available on a first- come, first-served non-discriminatory basis. "Access Channels" shall mean those channels dedicated by law, rule, regulation, or commitment of Cable Company to the programming use of the general public and educational institutions. "Access services" sha11 refer to services, equipment, and/or facilities provided to the general public and educational institutions in support of the Access Channels. It shali not include services, equipment, andlor facilities of the City. "Access Programming" shall mean programming under the editorial control of access users. "Access Users" shall mean those members of the community who create and/or present programming for playback on the access cable channels. "Business" shall mean all appropriate business activities in support of access users and the production of access and community programming. Such business may include the solicitation of gifts of in-kind and monetary support. "Cable Company" shall mean MediaOne of Saint Paul, Inc., its successors and assigns. °Community Programming" shall mean programming under the editoria] control of SPNN. "Designated Entity" shall mean a non-profit entity or entities designated by tl�e City and further defined by the Franchise Agreement. "Equipment" shall mean any durable goods purchases made with funds provided by the Cable Company. "Franchise Agreement" shall mean C.F.# 98-234, the renewal franchise a anted to MediaOne of Saint Paul, Inc. by the City of Saint Paul and any subsequent amendments approved by the Saint Paul City Council. 2 99-5�oa I. SERVICES For the consideration hereinafter stated, the City names SPNN as the Designated Entity for the term ofthis contract and SPNN agrees to provide mana�ement and promotionai services to support Access and Community Programming in accordance with this conh-act and the Franchise A�eement. TASK I. Training 1. SPNN shall conduct an introductory access orientation course_ The course shali consist of public access television philosophy, SPNN policies and procedures, audience development, how to use public access, SPN13 course offerings, publicity and promotion, and tours ofthe studios, edit suites, access equipment and van. The introductory access orientation course shall consist of at least three contact hours per class, and such classes will be held at least once per month. 2. Basic level courses in video production, including studio production, field production, and editing, shall be offered at least once every five weeks. 3. Intermediate level courses in video production, including studio production, field production, and editing, shall be offered at ]east once every two months. 4. Advanced level courses in advanced video production techniques shall be offered at least once every two months. 5. SPNN will take an active role in recruiting access users for its classes. Class recruitment shall be included in at least 80% of al1 promotion materials. 6. SPNN will provide at least two special training or orientation programs per yeaz to meet special needs of local institutions and/or organizatians. 7. SPNN will maintain a forrnal intemship program involving at least 10 students annually from the secondary and post secondary education communities in Saint Paul. 8. SPNN will manage the scheduling, registration, record keeping, production of materials, evaluation, and other administrative tasks, inciuding quarterly reports, for all of its educational and training activities. Such reports shail include student evaluations of their training. Task IL• Equipment and Facilities l. SPNN will maintain isiventory control and records of all Equipment with a purchase price of $300 or more. The inventory shall include the make and model number of the Equipment, serial number, purchase date and price, and cunent location and condition of each piece of Equipment. Any Equipment which is disposed of shall continue to be carried on the inventory with a notation of date of disposal and value received. 99- 5�0 2. SPNN shall maintain and repair Equipment in a timely manner keep;ng record of maintenance and repair, and maintain a p]an for the purchase, replacement and acquisirion of Equipment. Such plan and revisions shall be submitted to the City's Cab]e Communications Officer with each annua] report. 3. SPNN will implement and enforce policies for check out and use of Equipment and facilities, manage EquipmenUfacilities check out and use, and maintain a current log of Equipment check out and use. SPNN facilities will be open at least 50 hours per week on at ]east six days per week except for the following holidays: New Yeaz's Day, Memorial Day (last Monday in May), Independence Day, Labor Day, Thanksgiving, Christmas Eve, and Christmas Day. 4. SPNN will maintain a log of complaints and responses regarding Equipment condition and use policies. The log shall be available at all reasonable times for inspection by the City. 5. SPNN will maintain insurance in an amount and form acceptable to the City on all Equipment and facilities managed by SPNN, naming the Designated Entity as the insured and the City as co- insured. All insurance documents shall be submitted to the City's Cable Communications Officer with the annual report and within thirty (30) days whenever amended. 6. SPNN will maintain facilities for training (as described in Task I), production, and administration of Access and Community Pro� amming consistent with this Agreement. Task III: Access and Community Programming Channel Time 1, SPNN shall maintain and enforce policies and procedures for allocating, reserv.ing and using time on the designated Access Channels. Such policies and all subsequent policy changes shall be submitted to the City's Cable Communications Officer within thiriy (30) days of a change. No program cablecast pn an access channel shall violate federal, state, or local statutes. 2. SPNN shall be responsible for the playback of video, audio and text programming on the four designated Access channels, one Government access channel, and one Community Programming channel in accordance with SPNN's established policies and procedures. S�Iv'N shall staff playback facilities to insure program playback seven days per week and an average of twelve hours per day per channel, and a failure rate of no inore than 5 percent of the total piayback hours. 3. SPNN will produce and provide Community Programming, including, but not limited to, local sports events, pazades, social and political events consisting of an average of 20 hours per month. Such programming shall include ttie City Council and Mayoral Inaugvration, the Mayor's State-of-the-City Address, the Jr.— Sr. Royalty Pageant, the Truth-in-Taxation Hearing, and up co three other public events or meetings as requested by the Cable Communications Officer. The City will provide a liaison on a staff available basis for the production of ciTy government related programming. 4. SPNN shall not engage in commercial production activities with for-profit entities. 5. SPNN will provide a full-time Educational Access Coordinator to serve the educational access community. Furthermore, SPNN will maintain an active Educationai Access Committee comprised of � 99-5�0 representatives from public and private schools, both K-12 and post secondary, to work with SPNN in the coordination and provision of Access services to the educational community in Saint Paul. Task IV: Promotion ofAccess 1. SPNN shall create and make availa6le to the public at least one printed document describing the Access and Community Programmin� resources available in the City of Saint Paul and how citizens of Saint Paul may make use of the described resources. 2. SPNN shall provide information about Access and Community Proa amming activities on a re,,aulaz basis for publication in Saint Paul communiTy newspapers and other ::ed;a at least once a month. 3. SPNN shall print, or azrange for printing, and distribute monthiy schedules of programs cablecast on the designated Access Channels and Government Access Channel. At least 2,000 schedules should be distributed each month. 4. SPNN shall provide or arrange for speakers to discuss Access and Community Programming activities and opportunities in Saint Paul. Such speaking opportunities sha11 be arranged upon request of a community organization or the City. S. SPi3N shall take advantage of its own video production services and produce proa ams and PSAs which explain how to use SPNN services and describe to the community what is available at SPNN. These programs or PSAs shall be cablecast at least five times per week. 6. SPNN shall actively promote a community-based forum featuring Saint Paul organizations and issues and produce it twice a month. 7. SPNN shall hold open houses on a quarterly basis and invite the general public, schools, local organizations and institutions. Task V: Other Management Services 1. SPNN will provide in a timely manner notices and minutes of annual and special membership meetings and notices and minutes of all Boazd of Directors' meetings to the City's Cable Communications OfFicer. 2. SPNN will maintain records of EquipmenUfacilities purchase, use, and maintenance; use of Access and Community Programming channel time; records of Access training; and complaints or disputes related to Access or Community Pro� amming. These records shall be available at ail reasonable times for review by the City. 3. The City shall have the right to inspect SPNN's business records and copy them at no expense to the City. SPNN's business records shall be maintained in conformance with this Agreement and shal] be 5 `T9-56rr available for inspection during regulazly scheduled bvsiness hours or at such other time mutually agreed to by the City and SPNN. 4. SPNN will prepaze and submit to the City's Cable Communications Officer a balanced annual operating bud�et for the subsequent yeaz at ]east 60 days before the end of SPNN's fiscal year. Such budget shall be approved by the SPI�iI3 Boazd of Directors and adhere to standazd accounting and record keepin� practices. As part of its business operation, SPNN shaU submit to the CiTy's Cable Communications Officer monthiy fmancial statements and shall, at its expense, contract for a year-end audit by a Certified Public Accountant. SPNN shall submit audited financial statements to the City's Cable Communications Officer 120 days a8er yeaz end. The report shall include a statement of the auditor's verification of compliance with the provisions of Tasks I- V contained herein, and any exceptions noted. SPNN shall submit a plan for corrective action, if exceptions are significant. The auditors shall comment on the Y2K readiness of SPNN in their audit of FY 1999 and make recommendations re�arding any changes that need to be implemented by SPNN to address any unresolved Y2K issues. 5. SPNN will provide copies of budget vs. actual expenditures to the City's Cable Communications Officer 90 days after fiscal year end. 6. Any circumstances that cause or could cause SPNN to experience mganingful financiai difficulty or otherwise represent a significant unplanned reduction in revenues or increase in expenditures or losses shall be reported to the City's Cable Communications Officer within seven (7) days of discovering the matter and ongoing corrective action shall be periodically reported to the Cit;�'s Cable Communications Officer. 7. All paid positions, including that of the Executive Director, shali be subject to a fair and open hiring process. SPNN shall comply with or exceed all federal, state, and local ]aws and regulations relating to equal employment opportunity. SPNN will submit to the City's Cable Communications Officer for review, any revisions to its staffing plan, outlining its proposed personnel commitments to fulfill the tasks in this Agreement; including training, general access, educational access, program playback, Community Programming production, and volunteer and staff development. 8. SPNN will prepare and submit four quarterly reports and an annual yeaz end report to die CiTy's Cable Cominunications Officer on the activities and tasks enumerated in this agreement. Reports shall be based on SPNN's fiscal year and submitted on September I5, December 15, March 15, and June 15. The Annual Report shall be submitted on July 15. 9. SPNN shall submit to the City's Cable Communications Officer a report on the Boazd of Directors noraination process. The process shall be committed to recruitment of individuals representing diverse communities of interest and relevant business and professional experience. Within 30 days following its Annual Meeting, SPNN shall report to the City's Cable Communications Officer the Board of Directors election results. The report shall include a complete Boazd roster (including appointed members) and a brief biography of each. 10. SPNN's Annual Report shall be submitted to the City's Cable Communications Officer on or before July 1� and shall contain at least the following information: 0 q�-56c ♦ Membership statistics at year end; including number of inembers under each membership category. ♦ Programming statistics on a per-channel basis for the past fiscal yeaz, including: number of hours and programs of first-run local programming, number of hoars and programs of first-run outside pro�amming, total hours of proa amming cablecast by week, and cablecast failure rate. ♦ A list of all complaints received during the past fiscal yeaz and how and when they were resolved ♦ Training statistics for public and educational access for the past fiscal yeaz, including course schedules, attendance, recruiting efforts, etc., as described in Task I. ♦ Public access training plan for the coming year and results of the prior yeaz plan ♦ Educational access plan for the coming yeaz and results of the prior yeaz plan ♦ Community Programming plan for the coming yeaz and results of the prior year plan ♦ A list of any E�uipment disposed of during the past fiscal yeaz, includin� description of item, how disposed of, and any compensation received for the Equipment ♦ Current Equipment inventory, and replacementlacquisition pian ♦ Current insurance documents ♦ Updated business plan, including fundraising initiatives and other plans to generate revenue ♦ A description of any changes to the Strategic Plan and reasons for the changes ♦ Current mission statement ♦ Current list of Board of Directors with short biographies ♦ Current list of staff members and organizational chart ♦ Current employee policies ♦ Current access user and channel policies ♦ Current membership categories, prices, and benefits ♦ Vendozs identified in Saint Paul Administrative Code 84.06 SP1��N has used during the contract year, and totat dollars SPNN spent with such Vendors. II. EVALUATION SPNN agrees that an evaluation of its performance under this Agreement, including an on-site inspection, may be performed quarterly as determined by the City's Cable Communications O�cer and following receipt of the Annual Report. The City's Cable Communications Cfficer may conduct an in- person evaluation session with the SPNN Boazd of Directors and senior management as part of the annual review. Any evaluation shall be based on the fulfillment of the terms and conditions herein. Should the City find any instances of noncompliance after a review, the Cab]e Communications Offrcer shall transmit in writing a description of the areas of noncompliance to SPNN within 30 days. SPNN shall respond to such notices within I S working days of receipt in writing, detailing corrective actions to be taken. III. EQL3IPMENT OWNERSHIP SPNN agrees that everything purchased with funds provided by the Cable Company is the sole property of the Designated Entity with no righk, title, or interest therein vesting in SPNI3. During such 7 g9 time as SPNN, its successors and assigns, is acting as the Desi�ated Entity, it is understood that SPNN is only the temporary custodian of such properry and that SPNN has no rights of ownership with respect to such property. SPNN may not dispose of or otherwise use said property so as to enrich SPNN or to deprive any future Desi�ated Entity of the full benefits of this property. The Desi�ated Entity shall have the right to dispose of old, outmoded ar.d superfluous Equipment in accordance with ordinary business practices so long as any benefits arising from such disposition accrue to the Designated Entity only. SPNN shall submit in writin� to the City's Cable Communications Officer any p]ans to dispose of Equipment at least two weeks prior to any such action. City aa ees that everything purchased with funds other than those provided by the Cable Company is the sole property of SPNN with no ri�ht, title, or interest therein vesting in the City. IV. STATUS OF EMPLOYEES At all times, SPNN is an independent contractor. Neither SPNN nor its agents or its employees are employees of the City and are entitled to none of the rights, privileges, and benefits granted regulaz City employees. V. HUMAI3 RIGHTS ORDINANCE SPNN aa ees to be bound by Chapter 183 of Saint Paul Legistative Code. VI. VENDOR DEVELOPMENT OUTREACH PKOGRAM The CiTy l�as a goal of assisting economically disadvantaged businesses to participate in public contracts throu�h its Vendor Development Outreach Program, which is addressed in Chapter 84 of the Saint Paul Administrative Code. The City requires SPNN to make a good faith effort to purchase goods, supplies, and services in compliance with the Vendor Outreach Program during this contract period. VII. OFFICIALS DESIGNATED — SPNN SPNN designates its Executive Director as the person to be contacted by the City regazding this Agreement. The Boazd of Directors of SPNN shall be the final authority in any SPNN policy determinations. �4-5bo VIII. OFFICIALS DESIGNATED — CITY The City desi�ates the Cable Communications Officer of the Technology and Management Services Department as the person to be contacted by SPNN re�azding this Agreement. IX. G12ANT For SPNN's faithfui performance of the services set forth in this contract and provided that SPNN has a valid and binding contract with. the Cable Company to provide PEG services, the City agrees to direct the Cable Company to make the payments to SPNN according to Section 304 of the Fzanchise Agreement. In addition, the City will pay SPNN a total of $8,500 annually for the provision of agreed promotion and playback services. The CiTy, upon the recommendation of the Cable Communications Officer, also reserves the right to withhold payment for noncompliance with this Agreement, and further reserves the right to reallocate financial support to another Designated Entity or to other cable-related purposes for public benefit pursuant to the Franchise Agreement, Section 304. Should the Ciry decide to withhold one or more payments for noncompliance as determined in Section I, Task V# 4 and Section II of this Agreement, the City shall send a written notice to SPNN at least fourteen working days in advance containing the following information: Amount being withheld Specific reasons for withholding payment; Corrective actions requested; Identification of dates by which corrective action is to be completed. X. SEVERABILITY In the event any provision of this Aa eement is deemed unconstitutional, illegal or void as a matter of law, the parties agree that all of the provisions of this Agreement w;ich are not affected by such an occurrence shall constitute a fu11 and complete Agreement between the parties. XI. SUBCONTRACTII�TG SPNN may not subcontract portions of this Agreement until written approval is received from the City's Cable Communications Officer; such approval shall not be unreasonably withheld. 0 99-560 XII. TERMINATION The City and SPI�'N reserve the right to terminate this Agreement or SPNN's selection as the Designated Entity without cause or penalty on sixty days written norice. Notwithstanding any provision contained in this Agreement to the contrary, SPNN shall be entitled to pay its expenses incurred in the normal course of its business until such time as it is obligated to effect the below-referenced transfer. XIII. CONDITIONS OF DISSOLUTION Subject to SPNN's right to pay its norma] operating expenses, as set forth above, in the event that the City transfers responsibilities to another Designated EntiTy, or in the event of the dissolution of SPNN, any unspent or unobligated funds received from the cable company as the Designated Entity, shall be paid to any other Designated Entity, within 90 days of notification of reailocation or dissolution. SPNN shall immediately release control of al] equipment and materials to the City, excepting those items which are identified in the books and records of SPNN as purchased with funds other than those received from the Cable Company. XIV. DISPOSITION OF DOCUMENTS/MATERIALS In flie event that the City transfers responsibility to another Designated Entity, or in the event of the dissolution of SPNN, SPIQN sha11 provide the City with copies of all SPNN documents, files, computer disks, videotapes, etc, including but not limited to lists of trained and certified access users and tl�eir respective levels of Vaining and certification; forms necessary to the day-to-day operations of access; operating policies and procedures. This requirement shall not include any SPNN membership lists. XV. COMPLAINTS SPNN may, at any time, file in writin� wiUi the Office of Cable Communications, comp]aints conceming the operation of the cable system that have a beazing on SPNN's performance under this Agreement. The Cable Communications Officer shall investigate the complaints pursuant to Saint Paul Legislative Code §430.034. XVI. CONTINGENT FUNDING Continued performance of this Agreement by the City is contingent upon continued fund'mg of Access and Community Programming in accordance with the Franchise Agreement. 10 R�-5�o XVIL TERM OF AGREEMENT This Agreement shall commence on the date the Council resolution approving this document goes into effect and shall remain in effect until7une 3Q, 2000. XVIII. AMEND?vIENTS TO AGREEMENT This Agreement may be amended upon the mutual agreement of SPNN and the City. All amendments shall be in writing and effecrive upon execution by du]y qualified officers of SPNN and the City. 11 q s-sr� XIX. AGREEMENT WHOLE AND CONCLUSIVE The parties expressly state that this Agreement, to�ether with Appendixes and Amendments, constitutes the whole understanding of the parties as to the performance of SPNN pursuant to the Franchise A�reement and that no understandin�s outside of the Agreement aze pertinent to SPNN's performance_ No right or privile�e is granted or conferred by the Agreement except those specifically prescribed herein. In accepting this contract SPNN acknowled�es that its ris.",ts hereunder aze subject to the ]awful exercise of the police power of the City to adopt and enforce general ordinances necessary to the safety and welfare of the public, and further that SPN1V shall at all times comply with all applicable present and future ]aws, rules and regulations. XX. SIGNATURES IN WITNESS HEREOF, the parties have set their hands on the dates indicated. CITX OF OF SAINT PAUL Cable Access St. Paul, Inc. d.b.a. SAINT PAUL NEIGHBORHOOD NETWORK � �� Its President � � � '-- �.�� afe Approved as to form Ass City Attorne �' � �� Date Norm Coleman, Mayor Date Director, Office of Financial Services Date Director, Offiice of Technology and Management Services Date 12 ORfGlNAL Council File # c lG Sl Green Sheet # (�� RESOLUl'ION CITY OF SAINT PAUL, MINNESOTA Presented By Referred To Committee: Date 23 1 WHEREAS, the cable franchise agreement with MediaOne of Saint Paul, Inc. provides that the City may 2 designate a non-profit entity (hereinafter the "Designated Entity") or entities to manage public and educational 3 access and community progra. on the local cable television system; and WI3EREAS, a contract for services between the City of Saint Paul and Cable Access Saint Paul, Inc., d.b.a. Saint Paul Neighborhood Network (SPNl� which outlines the duties, responsibiliries and obligations of the parties with respect to the provision of goods and services far public, educational and governmental access, and community prograzmning by the Designated Entity has been in effect and will expize on June 30, 1999; and 8 WHEREAS, the City has determined that SPI3N has performed its duties as Designated Entity in a manner 9 satisfactory to the City and the City desires that SPNN conrinue its role as the Designated Entity; 10 THEREFORE, BE IT RESOLVED, that SPNN is hereby designated the City's Designated Entity for the 11 purposes of the cable franchise; and 12 BE IT FURTHER RESOLVED that the proper City officials aze hereby authorized to execute the 13 Performance Agreement between Cable Access Saint Paul, Inc., d.b.a. Saint Paul Neighborhood Network, and 14 the City of Saint Paul, a copy of which is attached hereto and incorporated herein by reference. Adopted by Council: Date Adoption By: Approved by Ma�r: Date \%JlI,Q z� ��C/ ��> . - - - � ■-•- - • � � 1 �.��l.I_.4�.. — �. �:.��.0 �� .11. � / � �i l �� j / �, Form Approved by City Attorney B /�.,! Approved� by Mayor �r Submission to n By: By: � '' ��i SCoO ` Dep'artrnery/bffice/Council: Date Initiated Green Sheet No. 63944 TMS/Cable 6(2(99 Contact Person 8 Phone: miha ate InitiaUdate Holly Hansen 6-8875 � � 3 I Depaztment D'u.� 5 CiTy Council Must Be on Council Agenda by (Date) A�i9� �Ciry Attnmey � City Cierk Number �� Serv Dir. 6 Financiat Serv/acc[R June 16 For 4 Mayor (Or Asst)� _ Civit Service Commission Routing Ortler Total # of SignaWre Pages (Clip All Locations for Signature) Action Requested: Approve renewal of the City's contract with Saint Paul Neighborhood Network (SPNl� far the provision of public, educational, and government access services and community pro@r�mm;ng. Rewmmendatio�s: Approve (A) or Reject (R) Personal Service Contracts Must Answer the Following Questions: 1. Has this person/firm ever worked under a contrad for this deparfment? Planning Commission Yes No , CIB Committee 2. Has this personffirm ever been a city empioyee? Civil Service Commission Yes No 3. Dces this person/firtn possess a skill not normally possessed by any current city employee? Yes No Explain all yes answers on separete sheet and attach to green sheet Initia6ng Problem, Issue, Opportunity (Who, What, When, Where, Why): The City's current contract with SPNN will expire 6130/99. AdvantageslfApproved: Current contract services will not be interrupted and SPNN will remain accountable for contract performance regarding Public, Educational, and Government (PEG) access services and community programming. Disadvantages If Approved: None Disadvantages If Not Approved: There would be no "Designated Entity" to provide PEG access services and community programming. These services, including playback of City Channel 18, would be disrupted, adversely affecting the public, community organizations, and educational institurions. Tofal Amount of Trensaction: $ N/A CosGRevenue Budgeted: Funding Source: Activity Number� p , �i.'�ia�:� Y�^.�",''.�A�i��`''� �a`;?�?;'.::4 Financial Information: �F�cplain) - � L` 97 @�P J �� G UJSFdtSlReitley�CON'I�SPN GS.wptl � 9�- 5� PERFORMANCE AGREEMENT between CABLE ACCESS - ST. PAiTL, INC. d. b. a. SAINT PAUL NEIGHBORHOOD NETWORK and the CITY OF SAINT PAUL An Aa eement by and between the City of Saint Paul, Minnesota, a Minnesota municipal corporation hereinafter referred to as "City", and Cable Access — St. Paul, Inc., a Minnesota non-profit corporation, d.b.a. Saint Paul Neighborhood Network, hereafter referred to as " SPNN". Contents of This Document I. II. III. IV. V. VI. VII. �II. IX. X. � XII XIII. XIV. XV. XVI. XVII. XVIII. XIX. �. DEFINITIONS ........................................................ 2 SERVICES ........................................................... 3 EVALUATION ........................................................ 7 EQUIPMENT OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 STATUS OF EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 HUMAN RIGHTS ORDINANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 VENDOR OUTREACH PROGRAM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 OFFICIALS DESIGNATED SPNN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 OFFICIALS DESIGNATED — CITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 GRANT .............................................................. 9 SEVERABILITY ....................................................... 9 SUBCONTRACTING ...... ... ... ......................... ... .... .. ..... 9 TERMINAT'iON ...................................................... ]0 CONDITIOI3S OF DISSOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I 0 DISPOSITION OF DOCUMENTS(MATERIALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . ] 0 COMPLAINTS ....................................................... 10 CONTINGENT FUNDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 TERM OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 AMENDMENTS TO AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I i AGREEMENT WHOLE AND CONCLUSIVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 SIGNATURES ........................................................ ]2 1 94 - 5� WITNESSETH: It is mutually a�eed by and between the City and SPNN as follows: DEFII�TITIONS For purpose of this Agreement: "Access" shall mean the privilege of any one who works or ]ives in Saint Paul to use the facilities, equipment, and the cable Access Chlnnels provided by Minnesota Statutes and local ordinance. All such access, including channel time, equipment, and staff, shall be available on a first- come, first-served non-discriminatory basis. "Access Channels" shall mean those channels dedicated by law, rule, regulation, or commitment of Cable Company to the programming use of the general public and educational institutions. "Access services" sha11 refer to services, equipment, and/or facilities provided to the general public and educational institutions in support of the Access Channels. It shali not include services, equipment, andlor facilities of the City. "Access Programming" shall mean programming under the editorial control of access users. "Access Users" shall mean those members of the community who create and/or present programming for playback on the access cable channels. "Business" shall mean all appropriate business activities in support of access users and the production of access and community programming. Such business may include the solicitation of gifts of in-kind and monetary support. "Cable Company" shall mean MediaOne of Saint Paul, Inc., its successors and assigns. °Community Programming" shall mean programming under the editoria] control of SPNN. "Designated Entity" shall mean a non-profit entity or entities designated by tl�e City and further defined by the Franchise Agreement. "Equipment" shall mean any durable goods purchases made with funds provided by the Cable Company. "Franchise Agreement" shall mean C.F.# 98-234, the renewal franchise a anted to MediaOne of Saint Paul, Inc. by the City of Saint Paul and any subsequent amendments approved by the Saint Paul City Council. 2 99-5�oa I. SERVICES For the consideration hereinafter stated, the City names SPNN as the Designated Entity for the term ofthis contract and SPNN agrees to provide mana�ement and promotionai services to support Access and Community Programming in accordance with this conh-act and the Franchise A�eement. TASK I. Training 1. SPNN shall conduct an introductory access orientation course_ The course shali consist of public access television philosophy, SPNN policies and procedures, audience development, how to use public access, SPN13 course offerings, publicity and promotion, and tours ofthe studios, edit suites, access equipment and van. The introductory access orientation course shall consist of at least three contact hours per class, and such classes will be held at least once per month. 2. Basic level courses in video production, including studio production, field production, and editing, shall be offered at least once every five weeks. 3. Intermediate level courses in video production, including studio production, field production, and editing, shall be offered at ]east once every two months. 4. Advanced level courses in advanced video production techniques shall be offered at least once every two months. 5. SPNN will take an active role in recruiting access users for its classes. Class recruitment shall be included in at least 80% of al1 promotion materials. 6. SPNN will provide at least two special training or orientation programs per yeaz to meet special needs of local institutions and/or organizatians. 7. SPNN will maintain a forrnal intemship program involving at least 10 students annually from the secondary and post secondary education communities in Saint Paul. 8. SPNN will manage the scheduling, registration, record keeping, production of materials, evaluation, and other administrative tasks, inciuding quarterly reports, for all of its educational and training activities. Such reports shail include student evaluations of their training. Task IL• Equipment and Facilities l. SPNN will maintain isiventory control and records of all Equipment with a purchase price of $300 or more. The inventory shall include the make and model number of the Equipment, serial number, purchase date and price, and cunent location and condition of each piece of Equipment. Any Equipment which is disposed of shall continue to be carried on the inventory with a notation of date of disposal and value received. 99- 5�0 2. SPNN shall maintain and repair Equipment in a timely manner keep;ng record of maintenance and repair, and maintain a p]an for the purchase, replacement and acquisirion of Equipment. Such plan and revisions shall be submitted to the City's Cab]e Communications Officer with each annua] report. 3. SPNN will implement and enforce policies for check out and use of Equipment and facilities, manage EquipmenUfacilities check out and use, and maintain a current log of Equipment check out and use. SPNN facilities will be open at least 50 hours per week on at ]east six days per week except for the following holidays: New Yeaz's Day, Memorial Day (last Monday in May), Independence Day, Labor Day, Thanksgiving, Christmas Eve, and Christmas Day. 4. SPNN will maintain a log of complaints and responses regarding Equipment condition and use policies. The log shall be available at all reasonable times for inspection by the City. 5. SPNN will maintain insurance in an amount and form acceptable to the City on all Equipment and facilities managed by SPNN, naming the Designated Entity as the insured and the City as co- insured. All insurance documents shall be submitted to the City's Cable Communications Officer with the annual report and within thirty (30) days whenever amended. 6. SPNN will maintain facilities for training (as described in Task I), production, and administration of Access and Community Pro� amming consistent with this Agreement. Task III: Access and Community Programming Channel Time 1, SPNN shall maintain and enforce policies and procedures for allocating, reserv.ing and using time on the designated Access Channels. Such policies and all subsequent policy changes shall be submitted to the City's Cable Communications Officer within thiriy (30) days of a change. No program cablecast pn an access channel shall violate federal, state, or local statutes. 2. SPNN shall be responsible for the playback of video, audio and text programming on the four designated Access channels, one Government access channel, and one Community Programming channel in accordance with SPNN's established policies and procedures. S�Iv'N shall staff playback facilities to insure program playback seven days per week and an average of twelve hours per day per channel, and a failure rate of no inore than 5 percent of the total piayback hours. 3. SPNN will produce and provide Community Programming, including, but not limited to, local sports events, pazades, social and political events consisting of an average of 20 hours per month. Such programming shall include ttie City Council and Mayoral Inaugvration, the Mayor's State-of-the-City Address, the Jr.— Sr. Royalty Pageant, the Truth-in-Taxation Hearing, and up co three other public events or meetings as requested by the Cable Communications Officer. The City will provide a liaison on a staff available basis for the production of ciTy government related programming. 4. SPNN shall not engage in commercial production activities with for-profit entities. 5. SPNN will provide a full-time Educational Access Coordinator to serve the educational access community. Furthermore, SPNN will maintain an active Educationai Access Committee comprised of � 99-5�0 representatives from public and private schools, both K-12 and post secondary, to work with SPNN in the coordination and provision of Access services to the educational community in Saint Paul. Task IV: Promotion ofAccess 1. SPNN shall create and make availa6le to the public at least one printed document describing the Access and Community Programmin� resources available in the City of Saint Paul and how citizens of Saint Paul may make use of the described resources. 2. SPNN shall provide information about Access and Community Proa amming activities on a re,,aulaz basis for publication in Saint Paul communiTy newspapers and other ::ed;a at least once a month. 3. SPNN shall print, or azrange for printing, and distribute monthiy schedules of programs cablecast on the designated Access Channels and Government Access Channel. At least 2,000 schedules should be distributed each month. 4. SPNN shall provide or arrange for speakers to discuss Access and Community Programming activities and opportunities in Saint Paul. Such speaking opportunities sha11 be arranged upon request of a community organization or the City. S. SPi3N shall take advantage of its own video production services and produce proa ams and PSAs which explain how to use SPNN services and describe to the community what is available at SPNN. These programs or PSAs shall be cablecast at least five times per week. 6. SPNN shall actively promote a community-based forum featuring Saint Paul organizations and issues and produce it twice a month. 7. SPNN shall hold open houses on a quarterly basis and invite the general public, schools, local organizations and institutions. Task V: Other Management Services 1. SPNN will provide in a timely manner notices and minutes of annual and special membership meetings and notices and minutes of all Boazd of Directors' meetings to the City's Cable Communications OfFicer. 2. SPNN will maintain records of EquipmenUfacilities purchase, use, and maintenance; use of Access and Community Programming channel time; records of Access training; and complaints or disputes related to Access or Community Pro� amming. These records shall be available at ail reasonable times for review by the City. 3. The City shall have the right to inspect SPNN's business records and copy them at no expense to the City. SPNN's business records shall be maintained in conformance with this Agreement and shal] be 5 `T9-56rr available for inspection during regulazly scheduled bvsiness hours or at such other time mutually agreed to by the City and SPNN. 4. SPNN will prepaze and submit to the City's Cable Communications Officer a balanced annual operating bud�et for the subsequent yeaz at ]east 60 days before the end of SPNN's fiscal year. Such budget shall be approved by the SPI�iI3 Boazd of Directors and adhere to standazd accounting and record keepin� practices. As part of its business operation, SPNN shaU submit to the CiTy's Cable Communications Officer monthiy fmancial statements and shall, at its expense, contract for a year-end audit by a Certified Public Accountant. SPNN shall submit audited financial statements to the City's Cable Communications Officer 120 days a8er yeaz end. The report shall include a statement of the auditor's verification of compliance with the provisions of Tasks I- V contained herein, and any exceptions noted. SPNN shall submit a plan for corrective action, if exceptions are significant. The auditors shall comment on the Y2K readiness of SPNN in their audit of FY 1999 and make recommendations re�arding any changes that need to be implemented by SPNN to address any unresolved Y2K issues. 5. SPNN will provide copies of budget vs. actual expenditures to the City's Cable Communications Officer 90 days after fiscal year end. 6. Any circumstances that cause or could cause SPNN to experience mganingful financiai difficulty or otherwise represent a significant unplanned reduction in revenues or increase in expenditures or losses shall be reported to the City's Cable Communications Officer within seven (7) days of discovering the matter and ongoing corrective action shall be periodically reported to the Cit;�'s Cable Communications Officer. 7. All paid positions, including that of the Executive Director, shali be subject to a fair and open hiring process. SPNN shall comply with or exceed all federal, state, and local ]aws and regulations relating to equal employment opportunity. SPNN will submit to the City's Cable Communications Officer for review, any revisions to its staffing plan, outlining its proposed personnel commitments to fulfill the tasks in this Agreement; including training, general access, educational access, program playback, Community Programming production, and volunteer and staff development. 8. SPNN will prepare and submit four quarterly reports and an annual yeaz end report to die CiTy's Cable Cominunications Officer on the activities and tasks enumerated in this agreement. Reports shall be based on SPNN's fiscal year and submitted on September I5, December 15, March 15, and June 15. The Annual Report shall be submitted on July 15. 9. SPNN shall submit to the City's Cable Communications Officer a report on the Boazd of Directors noraination process. The process shall be committed to recruitment of individuals representing diverse communities of interest and relevant business and professional experience. Within 30 days following its Annual Meeting, SPNN shall report to the City's Cable Communications Officer the Board of Directors election results. The report shall include a complete Boazd roster (including appointed members) and a brief biography of each. 10. SPNN's Annual Report shall be submitted to the City's Cable Communications Officer on or before July 1� and shall contain at least the following information: 0 q�-56c ♦ Membership statistics at year end; including number of inembers under each membership category. ♦ Programming statistics on a per-channel basis for the past fiscal yeaz, including: number of hours and programs of first-run local programming, number of hoars and programs of first-run outside pro�amming, total hours of proa amming cablecast by week, and cablecast failure rate. ♦ A list of all complaints received during the past fiscal yeaz and how and when they were resolved ♦ Training statistics for public and educational access for the past fiscal yeaz, including course schedules, attendance, recruiting efforts, etc., as described in Task I. ♦ Public access training plan for the coming year and results of the prior yeaz plan ♦ Educational access plan for the coming yeaz and results of the prior yeaz plan ♦ Community Programming plan for the coming yeaz and results of the prior year plan ♦ A list of any E�uipment disposed of during the past fiscal yeaz, includin� description of item, how disposed of, and any compensation received for the Equipment ♦ Current Equipment inventory, and replacementlacquisition pian ♦ Current insurance documents ♦ Updated business plan, including fundraising initiatives and other plans to generate revenue ♦ A description of any changes to the Strategic Plan and reasons for the changes ♦ Current mission statement ♦ Current list of Board of Directors with short biographies ♦ Current list of staff members and organizational chart ♦ Current employee policies ♦ Current access user and channel policies ♦ Current membership categories, prices, and benefits ♦ Vendozs identified in Saint Paul Administrative Code 84.06 SP1��N has used during the contract year, and totat dollars SPNN spent with such Vendors. II. EVALUATION SPNN agrees that an evaluation of its performance under this Agreement, including an on-site inspection, may be performed quarterly as determined by the City's Cable Communications O�cer and following receipt of the Annual Report. The City's Cable Communications Cfficer may conduct an in- person evaluation session with the SPNN Boazd of Directors and senior management as part of the annual review. Any evaluation shall be based on the fulfillment of the terms and conditions herein. Should the City find any instances of noncompliance after a review, the Cab]e Communications Offrcer shall transmit in writing a description of the areas of noncompliance to SPNN within 30 days. SPNN shall respond to such notices within I S working days of receipt in writing, detailing corrective actions to be taken. III. EQL3IPMENT OWNERSHIP SPNN agrees that everything purchased with funds provided by the Cable Company is the sole property of the Designated Entity with no righk, title, or interest therein vesting in SPNI3. During such 7 g9 time as SPNN, its successors and assigns, is acting as the Desi�ated Entity, it is understood that SPNN is only the temporary custodian of such properry and that SPNN has no rights of ownership with respect to such property. SPNN may not dispose of or otherwise use said property so as to enrich SPNN or to deprive any future Desi�ated Entity of the full benefits of this property. The Desi�ated Entity shall have the right to dispose of old, outmoded ar.d superfluous Equipment in accordance with ordinary business practices so long as any benefits arising from such disposition accrue to the Designated Entity only. SPNN shall submit in writin� to the City's Cable Communications Officer any p]ans to dispose of Equipment at least two weeks prior to any such action. City aa ees that everything purchased with funds other than those provided by the Cable Company is the sole property of SPNN with no ri�ht, title, or interest therein vesting in the City. IV. STATUS OF EMPLOYEES At all times, SPNN is an independent contractor. Neither SPNN nor its agents or its employees are employees of the City and are entitled to none of the rights, privileges, and benefits granted regulaz City employees. V. HUMAI3 RIGHTS ORDINANCE SPNN aa ees to be bound by Chapter 183 of Saint Paul Legistative Code. VI. VENDOR DEVELOPMENT OUTREACH PKOGRAM The CiTy l�as a goal of assisting economically disadvantaged businesses to participate in public contracts throu�h its Vendor Development Outreach Program, which is addressed in Chapter 84 of the Saint Paul Administrative Code. The City requires SPNN to make a good faith effort to purchase goods, supplies, and services in compliance with the Vendor Outreach Program during this contract period. VII. OFFICIALS DESIGNATED — SPNN SPNN designates its Executive Director as the person to be contacted by the City regazding this Agreement. The Boazd of Directors of SPNN shall be the final authority in any SPNN policy determinations. �4-5bo VIII. OFFICIALS DESIGNATED — CITY The City desi�ates the Cable Communications Officer of the Technology and Management Services Department as the person to be contacted by SPNN re�azding this Agreement. IX. G12ANT For SPNN's faithfui performance of the services set forth in this contract and provided that SPNN has a valid and binding contract with. the Cable Company to provide PEG services, the City agrees to direct the Cable Company to make the payments to SPNN according to Section 304 of the Fzanchise Agreement. In addition, the City will pay SPNN a total of $8,500 annually for the provision of agreed promotion and playback services. The CiTy, upon the recommendation of the Cable Communications Officer, also reserves the right to withhold payment for noncompliance with this Agreement, and further reserves the right to reallocate financial support to another Designated Entity or to other cable-related purposes for public benefit pursuant to the Franchise Agreement, Section 304. Should the Ciry decide to withhold one or more payments for noncompliance as determined in Section I, Task V# 4 and Section II of this Agreement, the City shall send a written notice to SPNN at least fourteen working days in advance containing the following information: Amount being withheld Specific reasons for withholding payment; Corrective actions requested; Identification of dates by which corrective action is to be completed. X. SEVERABILITY In the event any provision of this Aa eement is deemed unconstitutional, illegal or void as a matter of law, the parties agree that all of the provisions of this Agreement w;ich are not affected by such an occurrence shall constitute a fu11 and complete Agreement between the parties. XI. SUBCONTRACTII�TG SPNN may not subcontract portions of this Agreement until written approval is received from the City's Cable Communications Officer; such approval shall not be unreasonably withheld. 0 99-560 XII. TERMINATION The City and SPI�'N reserve the right to terminate this Agreement or SPNN's selection as the Designated Entity without cause or penalty on sixty days written norice. Notwithstanding any provision contained in this Agreement to the contrary, SPNN shall be entitled to pay its expenses incurred in the normal course of its business until such time as it is obligated to effect the below-referenced transfer. XIII. CONDITIONS OF DISSOLUTION Subject to SPNN's right to pay its norma] operating expenses, as set forth above, in the event that the City transfers responsibilities to another Designated EntiTy, or in the event of the dissolution of SPNN, any unspent or unobligated funds received from the cable company as the Designated Entity, shall be paid to any other Designated Entity, within 90 days of notification of reailocation or dissolution. SPNN shall immediately release control of al] equipment and materials to the City, excepting those items which are identified in the books and records of SPNN as purchased with funds other than those received from the Cable Company. XIV. DISPOSITION OF DOCUMENTS/MATERIALS In flie event that the City transfers responsibility to another Designated Entity, or in the event of the dissolution of SPNN, SPIQN sha11 provide the City with copies of all SPNN documents, files, computer disks, videotapes, etc, including but not limited to lists of trained and certified access users and tl�eir respective levels of Vaining and certification; forms necessary to the day-to-day operations of access; operating policies and procedures. This requirement shall not include any SPNN membership lists. XV. COMPLAINTS SPNN may, at any time, file in writin� wiUi the Office of Cable Communications, comp]aints conceming the operation of the cable system that have a beazing on SPNN's performance under this Agreement. The Cable Communications Officer shall investigate the complaints pursuant to Saint Paul Legislative Code §430.034. XVI. CONTINGENT FUNDING Continued performance of this Agreement by the City is contingent upon continued fund'mg of Access and Community Programming in accordance with the Franchise Agreement. 10 R�-5�o XVIL TERM OF AGREEMENT This Agreement shall commence on the date the Council resolution approving this document goes into effect and shall remain in effect until7une 3Q, 2000. XVIII. AMEND?vIENTS TO AGREEMENT This Agreement may be amended upon the mutual agreement of SPNN and the City. All amendments shall be in writing and effecrive upon execution by du]y qualified officers of SPNN and the City. 11 q s-sr� XIX. AGREEMENT WHOLE AND CONCLUSIVE The parties expressly state that this Agreement, to�ether with Appendixes and Amendments, constitutes the whole understanding of the parties as to the performance of SPNN pursuant to the Franchise A�reement and that no understandin�s outside of the Agreement aze pertinent to SPNN's performance_ No right or privile�e is granted or conferred by the Agreement except those specifically prescribed herein. In accepting this contract SPNN acknowled�es that its ris.",ts hereunder aze subject to the ]awful exercise of the police power of the City to adopt and enforce general ordinances necessary to the safety and welfare of the public, and further that SPN1V shall at all times comply with all applicable present and future ]aws, rules and regulations. XX. SIGNATURES IN WITNESS HEREOF, the parties have set their hands on the dates indicated. CITX OF OF SAINT PAUL Cable Access St. Paul, Inc. d.b.a. SAINT PAUL NEIGHBORHOOD NETWORK � �� Its President � � � '-- �.�� afe Approved as to form Ass City Attorne �' � �� Date Norm Coleman, Mayor Date Director, Office of Financial Services Date Director, Offiice of Technology and Management Services Date 12