03-842Council File # 0.3 - � �'�"a
RESOLUTION
Green Sheet # 200986
OF SAINT PAUL, MINNESOTA � �
PreSentea
Referred To
Committee Date
RESOLUTION...
1 WHEREAS, the cable franchise agreement with Comcast of St. Paul, Inc. provides that the City may designate a
2 non-profit entity, hereinafter referred to as the "Designated Entity," or enrities to manage public and educational
3 access and community progranuning on the local cable television system; and
4 WHEREAS, a contract for services (Performance Agreement) between the City of Saint Paul and Cable Access-St.
5 Paul, Inc., d/b/a Saint Paul Neighborhood Network, hereinafter referred to as "SPNN," which outlines the duties,
6 responsibiliries and obligations of the parties with respect to the management and provision of public and
7 educarional access and community programming by the Designated Enfity, and which names SPNN as the
8 Designated Enrity, has been in effect and will expire on September 30, 2003; and
9 WHEREAS, a new contract has been negotiated and approved by the SPNN Boazd of Directors; and
10 WHEREAS, the City has determined that SPNN has performed its duties as Designated Enrity in a satisfactory
11 manner and the Cily desires that SPNN continue its role as the Designated Enfity; now, therefore, be it
12 RESOLVED, that SPNN is hereby designated the City's current Designated Entity for the term of this Agreement,
13 October 1, 2003 - September 30, 2004. for the purposes pursuant to the Agreement and the cable franchise; and be it
14 FURTHER RESOLVED, that the proper City officials are hereby authorized to execute the Perfomiauce Agreement
15 between SPNN and the City of Saint Paul, a copy of which is attached and incorporated herein by reference.
Adopted by Council: Date: ��� d-�
Adop6on Certified by Council Seczetary
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PERFORMANCE AGREEMENT
between
CABLE ACCESS — ST. PAUL, INC.
d.b.a. SAINT PAUL NEIGHBORHOOD NETWORK
and the
CITY OF 5AINT PAUL
October 1, 2003 — September 30, 2004
An Agreement by and between the City of Saint Paul, Minnesota, a Minnesota municipal
corporation hereina8er refened 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."
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Table of Contents
DEFINITIONS .... .. . .. ... . .. . .. . ...... .. . .. . .. . .. .... .. . .. .... .. . .. .... .. . .. . ..... . .. . .. ... . .. . .. .... .. ....1
I. DESIGNATION .....................................................................................2
II.
III.
N.
V.
VI.
VII.
VIlI.
�.
X.
XI.
XII.
SERVICES ...........................................................................................2
A. Traiuing .........................................................................................2
B. Equipment and Facilities ......................................................................2
C. Access and Community Progra Channel Time ...................................3
D. Promorion of Access ...........................................................................4
E. Other Management Services ..................................................................4
REPORTING ... . .. . . . ... . .. . .. ....... . .. ... .. . .. . .. . .. ... . .. . .. . .. . ... .. . . . . .. . ... .. ...... . .. .......6
EVALUATION . . .. . ... .. . .. .... .. . .. . . . . .. . ..... . .. . .. . ... .. . .. . .. ... . .. . . . ... . .. . .. . .. . ... ... .. . ...8
INSURANCE ... . .. . . . . . . ... ... . . . . . . . .. . .. .... .. . .. ... . .. . .. . . . . ... . . . .. . .. . ... .. . .. . . . . . . .... . . . ..8
EQUIPMENT OWNERSHIP ......................................................................9
STATUS OF EMPLOYEES .....................................................................10
HUMAN RIGHTS ORDINANCE ...............................................................10
VENDOR DEVELOPMENT OUTREACH PROGRAM ...................................10
OFFICIALS DESIGNATED — SPNN ..........................................................10
OFFICIALS DESIGNATED — CITY ...........................................................10
CITY APPOINTEES ...............................................................................10
XIII GRANT ...............................................................................................10
XIV.
XV.
�vz.
XVII.
XVIII.
XIX.
XX.
�.
XXII.
XXIII.
XXIV.
SEVERABII,ITY .................................................... ...............................11
SUBCONTRACTING .............................................................................11
TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . . . . . . . . . ....11
CONDITIONS OF DISSOLUTION .............................................................11
DISPOSITIONS OF DOCUMENTS/MATERIALS ..........................................12
COMPLAINTS.....................................................................................12
CONTINGENT FUNDING .......................................................................12
TERM OF AGREEMENT .........................................................................12
AMENDMENTS TO AGREEMENT ...........................................................12
AGREEMENT WHOLE AND CONCLUSIVE ...............................................12
SIGNATURES.................................................. ....................................13
oe
WITNESSETH:
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It is mutually agreed as follows by and between the City of Saint Paul, a municipal corporation
of the State of Minnesota, hereinafter refesed to as "the City," and Cable Access — Saint Paul,
Inc., a non-profit corporation incorporated under the laws of the State of Minnesota, d!h/a Saint
Paul Neighborhood Nerivork, hereinafter referred to as "SPNN":
DEFINITIONS
For purpose of this Agreement:
"Access" will mean the privilege of any one who works or lives in Saint Paul to use the facilities,
Equipment, and the cable Access Channels provided by Minnesota Statutes and local
ordinance. All such access, including channel time, Equipment, and staff, will be
available on a first-come, first-served non-discriminatory basis.
"Access Channels" will mean those channels dedicated by law, rule, regulation, or commihnent
of Cable Company to the programming use of the general public and educational
institutions.
"Access Services" will refer to services, classes, Equipment, and/or facilities provided to the
general public and education institutions in support of the Access Channels. It will not
include services, Equipment and/or facilities of the city.
"Access Programuling" will mean programming under the editorial control of Access users.
"Access Users" will mean those members of the community who create and(or present
progratmning for playback on the Access Channels.
"Business" will 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" will mean, Comcast of St. Paul, Inc., its successors and assigns and any other
cable franchise granted by the City.
"Community progratmning" will mean programming under the editorial control of SPNN.
"Designated Entity" will mean a non-pmfit entity or entities designated by the City and further
defined by the Franchise Agreement. This term applies to SPNN while this Agreement
is in effect.
"EquipmenY' will mean any durable goods purchased with funds provided by the Cable
Company.
"Franchise AgreemenY' will mean C.F.# 98-234, the renewal franchise granted to Comcast of
St. Paui, Inc., by the City of Saint Paul and any subsequent amendments approved by the
Saint Paul City Councii.
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I. DESIGNATION
For the consideration hereinafter stated, the City names SPNN as the Designated Entity for the
term of this contract.
IL SERVICES
SPNN agrees to provide management and promotionai services to the public to support Access
and Community Programming in accordance with this contract and the Franchise A�eement.
A. Training
1. SPNN shall provide training that meets the City's goal that access training,
Equipment, and facilities will be widely available to all members of the
community and all levels of video production experience, from bed nning through
advanced. With this goal in mind, SPNN shall on an annual basis determine the
objectives for the types of classes, class hours, levei of trauring and number of
students and intemships. These objectives will include production and editing
teciuuques of all levels. SPI3I3 will conduct orientation classes for the general
pubiic and h'aining classes for members on a continuing basis. Specific levels of
training are to be determined by SPNN based upon assessment of inember and
constituent needs. The objectives will then be reviewed by SPNN on a quarterly
basis. Results of the quarterly review will be submitted as part of the quarterly
reports to the City. A report identifying SPNN's training and access objectives
for the term of this Agreement will be submitted to the City by December 15.
2. SPNN will manage the scheduling, registration, record keeping, production of
materials, evaluation, and other administrative tasks, including quarterly reports,
for all of its education and training activities. Such reports will include student
feedback and evaluations of their training.
B. Equipment and Facilities
1. SPNN will maintain facilities for training, producrion, and administration of
Access and Community Programming consistent with this Agreement.
2. SPNN will maintain inventory control and records of all Equipment with a
purchase price of $300 or more. The inventory will include the make and model
nuxnber of the Equipment, serial number, purchase date and price, current facility
location and its depreciation. Any Equipment, which is disposed of, will continue
to be carried on the inventory with a notation of date of disposal and value
received.
3. SPNN wili maintain and repair Equipment in a rimely manner keeping record of
maintenance and repair, and maintain the capital equipment
replacemenUacquisition plan, developed in 2001, for the purchase, replacement
and acquisition of Equipment. Such plan and revisions will be submitted to the
City's Cable Communications Office with each annual report.
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4. SPNN will implement and enforce policies for check out and use of Equipment
and faciliries, manage Equipment/facilities 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 least six days per week except for the following holidays:
New Year's Day, Martin Luther King 7r. Day, Presidents Day, Memorial Day
(last Monday in May), Independence Day, Labor Day, Thanksgving, Christmas
Eve Day, and Christmas Day. By October 10, SPNN will provide the Cable
Communications Office its anticipated holiday schedule for the term of this
Agreement. SPNN will provide the City a two-week notice of any changes.
5. SPNN will maintain a log of complaints and responses regazding Equipment
condition and use policies. The log will be availabie at all reasonable times for
inspection by the City.
C. Access and Community Progranmiing Channei Time
1. SPNN will maintain and enforce policies and procedures for allocating, reserving
and using time on the designated Access Channels. Such policies and all
subsequent policy changes will be submitted to the City's Cable Communications
Office within thirty (30) days of a change. No program cablecast on an Access
Channel wili violate federal, state, or local laws and regulations.
2. SPNN will be responsible for the playback of video, audio and text programming
on the four (4) designated Access Channels, and one (1) Community
Programming channel in accordance with SPNN's established policies and
procedures. SPNN will 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 more than 5 percent of the total playback hours.
3. SPNN will produce and provide Community Prograinming, including, but not
limited to, local sports events, parades, community and political events.
Coxnmunity Programming shall consist of an average of twenty (20) hours per
month and no less than sixteen (16) hours per month. Such prograniming will
include the City Council and Mayorai Inauguration, the Mayor's State-of-the-City
Address, the Jr: Sr. Royalty Pageant, the Truth-in-Taxation Hearing, and up to
three (3) other gublic events or meetings as requested by the Cabte
Communications Office. The City will provide its Video Production Supervisor,
or other staff, on a staff-available basis for the production of City govemment
related progranmiing.
4. SPNN shall maintain and adhere to its written policy regarding the fair and equal
treatment of politicai candidates with respect to programs produced by and public
events covered by SPNN. SPNN shali notify the City of any proposed changes to
the policy.
5. SPNN will not engage in commercial production activities with for-profit entities
or engage in production or other activities, which adversely affect SPNN's ability
to perform or provide the services specified in this Agreement.
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6. SPNN will provide a full-time Education Access Coordinator to serve the
educational access community. Furthermore, SPNN will maintain an active
Educational Access Committee comprised of representarives from public and
private schools, both K-12 and post secondary, to work with SPNN in the
coordinarion and provision of Access Services to the educarional community and
pro�mming of educational access channel 16 in Saint Paul. One of the goals of
this Committee shail be to inerease locally originated educarional programming.
D. Promotion of Access
1. SPNN will promote its resources and programs to the public of St. Paul through
its channels, other media, printed material and brochures, public speaking
engagements, web site, newsletter, and other means of publiciTy to increase
viewers, members, and users of SPNN's facilities and programming. SPNN will
evaluate the success of its promotional efforts on an annual basis with the results
reported as part of the annual repot due July 15, and will include a list and
examples of al promotional material generated.
2. SPNN will make its programming schedules for the Access Channels available,
and will provide information on training and volunteer opportunities for the
community. Methods of delivery include a regularly published newsletter, a
regularly updated web site, public service announcements (PSA's), and other
means by which the information can be made generally available.
3. SPNN will hold two (2) Open Houses for the public to become familiaz with the
faciliries, equipment, programming, and personnel throughout the term of this
Agreement. One of these meetings may take place in conjunction with SPNN's
annual meeting.
E. Other Management Services
1. SPNN will provide to the City's Cable Communications Office a meeting packet
either through e-mail or the delivery of a hard copy, at least three (3) business
days prior to and for all meetings in which a meeting packet is prepared and
delivered to the Board of Directors.
2. SPNN will maintain the following records and keep them available for review by
the City.
a. EquipmenUfaciliries purchase, use, and maintenance;
b. Use of Access and Community Programming channel time;
c. Access training provided; and
d. Complaints or disputes related to Access or Community Programming.
3. The City will have the right to inspect SPNN's business records and copy them at
no expense to the City. SPNN's business records will be maintained in
conformance with this Agreement and wiil be auailable for inspecrion during
regularly scheduled business hours or at such other time as mutually agreed to by
the City and SPNN.
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4. SPNN will not incur any debt obligations through loans or lines of credit for its
operating fund or its facilities fund. However, SPNN, in the normal course of
business, may assume short-term obligations which aze within the budget
submitted to the City and which will be repaid within thirty (30) days. By
example, pemritted short-term obligations include credit card obligations,
equipment pwchase Agreements, revolving accounts for the purchase of supplies,
and accrued but unpaid empioyee benefits (e.g., accrued vacation days).
5. SPNN will not borrow funds to meet operational expenses from petmanently
restricted accounts, including its faciliries fund, without first submitting a written
request to do so and receiving written pernussion from the Cabie
Communications Officer. This request must include the reason for the request,
the amount requested, and the time line for repayment.
6. SPNN will maintain an Equipment reserve account balance of at least $75,000.
SPNN's Equipment reserve fund balance will be displayed as a clearly labeled
specific line item under current assets on SPNN's monthly balance sheet in
SPNN's financial statements.
7. Any circuxnstances that cause or couid cause SPNN to experience meaningful
financial difficulty or otherwise represent a significant unplanned reduction in
revenues or increase in expenditures or losses will be reported to the City's Cable
Communications Officer within seven (7) days of discovering the matter, and
ongoing corrective action will be periodically reported to the City's Cable
Communications Officer until the Cable Communications Officer determines the
matter is satisfactorily resolved.
8. All paid positions, wiil be subject to a fair and open hiring process. SPNN will
comply with all federal, state, and local laws and regulations relating to equal
employment opportunity. SPNN will submit to the City's Cable Communications
Officer for review, any revisions to its staffing posirions and the impact of those
revisions on Access and Community Programming.
9. SPNN will abide by and rerciain in compliance with its organizational bylaws.
10. SPNN shall conduct a review of its web site to determine its effectiveness in
providing easily accessibie information about access services, equipment, and
events; channels and progam schedules; volunteer and training opportuniries; and
other aspects as determined by SPNN. SPNN shall develop a plan to implement
improvements to its web site based on its review and submit the pian to the City's
Cable Communications Office by February 1, 2004.
11. SPNN shall update its Equipment Replacement Plan and provide a copy of its
updated plan to the City by December 1, 2003. The plan sha11 include equipment
descriptions and proposed locations, descriptions of who will use the equipment,
equipment cost estimates, funding sources, and purchase timeframes.
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III. REPORTING
SPNN shall submit ttte following reports:
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A. A report identifying SPNN's training and access objectives for the term of this
Agreement will be submitted to the City by December 15.
B. SPNN will prepaze and submit to the City's Cable Communications Office a balanced
annual operating budget for the subsequent year by March 1. Such budget will be
approved by the SPNN Board of Directors and adhere to standard accounting and record
keeping practices.
C. SPNN will submit audited financial statements to the City's Cable Communications
Office by July 15.
D. SPNN will provide the City's Cable Communications Office a copy of its complete
monthly compiled financial statements prepared by a CPA within thirty (30) days of the
previous month's end. For assets and liabilities subject to significant measurement
uncertainties, SPNN will disclose how the reported amounts were derived and explain the
estimates, assumptions, and judgments about future events considered in their
measurement. Also, unless otherwise provided in the report of compiled statements,
SPNN will provide a statement of cash flow. The cash-flow statement will be prepared
and provide on a monthly basis as part of its compiled financial statements.
E. SPNN will submit four (4) quarterly reports to the City's Cable Communications Office.
Reports will he submitted by September 15, December 15, March I5, and 7une 15. The
reports will include SPNN's review of progress towards specific target results and goals
and will include at least the following:
1. Programming statistics on a per-channel basis for the past quarter and year-to-
date, including number of hours and programs of first-run local programming,
number of hours and programs of first-run outside programming, total hours of
programming cablecast by week for quarter, and cablecast failure rate for quarter.
2. A list of ali complaints, by category, received during the quarter and how and
when they were resolved.
3. Training statistics for public and educational access for the past quarter and year-
to-date, including course schedules, attendance, recruiting efforts, dates, etc. for
the quarter.
4. List use of Equipment and facilities for the quarter and yeaz-to-date.
5. Report on Equipment and facilities maintenance and repair activities.
6. Report on number of visitors to SPNN web site.
7. Quarterly cash flow forecasts. These aze to be a rolling forecast, which bui3ds
upon the previous quarter by adding to it the next quarter's projections.
Projections are to be refined each quarter based on an analysis of vatiances from
actual results in the eazlier quarter.
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F. SPNN will submit an annual year-end report to the City's Cable Communications Office.
The Annual Report will be submitted on July 15, and will contain at least the following
information:
1. Membership statistics at yeaz end; including number of inembers under each
membership category and prices for each category.
2. Programming statistics on a per-channel basis for the past year, including number
of hours and programs of first-run local programming, number of hours and
programs of first-run outside programming, and cablecast failure rate.
3. A list of all complaints received during the past yeaz by category.
4. Training statistics for public and education access for the past yeaz.
5. Evaluation results ofpromotional efforts.
6. The public access training plan for the coming year and results of the prior year
plan.
7. The educational access plan for the coming year and results of the prior year plan.
8. The Community Programming plan for the coming year and results of the prior
year plan.
9. A list of any Equipment disposed of during the past fiscal year, including
descriprion of item, how disposed of, and any compensation received.
10. Cturent Equipment inventory, and any revisions to the capital Equipment
replacemenUacquisition plan that was developed in 2001.
11. Current insurance documents.
12. Updated business plan, including fund-raising initiatives and other plans to
generate revenue.
13. A description of any changes to its strategic plan and reasons for the changes.
14. Current mission statement.
15. Current list of Board of Directors with short biographies.
16. Current list of staff inembers and organizational chart.
17. Current employee and workplace policies.
18. Current access user and channel policies.
19. A list of any vendors identified in Saint Paul Administrative Code 84.06 Vendor
Outreach Program SPNN used during the contract year, and total dollars SPNN
spent with such Vendors.
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20. A list and examples of all promotional material generated.
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G. By June 25, SPNN shall submit a report to the City of Cable Communications Office on
the Board of Directors member elecrion results, appointments to the Board, and election
of Officers. The report will include a complete Board roster with a brief biography of
each member. The report wiil also include an analysis of the nominating process to
recruit individuals representing diverse communiries of interest and relevant management
and professional experience to serve on the SPNN Board of Directors. Any changes to
the Board makeup are to be reported promptly in writing to the Cable Communications
Office.
IV. EVALUATION
SPNN agrees that an evaluation of its performance under this Agreement, including an on-site
inspection, may be performed quarterly as deternuned by the City's Cable Communications
Officer and following receipt of the Annual Report. The City's Cable Communications Office
may conduct an in-person evaluation session with the SPNN Board of Directors and senior
management as part of the annual review. Any evaluation will be based on the fulfillment of the
terms and conditions herein. Should the City find any instances of noncompliance a8er a
review, the Cable Communications Officer will transmit in writing a description of the areas of
noncompliance to SPNN within thirty (30) days. SPNN will respond to such notices thirty (30)
working days of receipt in writing, detailing corrective actions to be taken to bring the matter
back into compliance.
V.
A.
1.
2.
Q
INSURANCE
SPNN shall cany insurance of the kind and in the amounts shown below For the life of
the Agreement. Insurance certificates should state that the City of Saint Paul, its
employees and officials are "Additional Insureds" where the policy pemuts.
Public Liability Insurance
a.
L:a
Bodily Injury: $1,000,000 each occurrence, $2,000,000 aggregate.
Property Damage: $1,600,000 each accident, $2,000,000 aggregate.
c. Policy must include an"all services, products, or completed transactions"
endorsement.
Automobile Insurance
a. Bodily Injury: $750,000 per person, $1,000,000 per accident.
Property damage not less than $50,000 per accident
Worker's Compensation and Employer's Liabality
a.
�
Worker's Compensarion per Minnesota Statute.
Employer's Liability shall have min;n,um limits of $500,000 per accident;
$500,000 per empioyee; $500,000 per disease policy limit.
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5. Property Insurance
a. SPNN shall carry insurance in an amount sufficient to replace all property,
contents, Equipment and buildings at full replacement cost for the life of the
Agreement.
b. SPNN shall name the City of Saint Paul as an"Additional Loss Payee" on all
items or properiy that have been purchased with funds provided by the City, per
the terms and conditions of this Agreement.
6. General Insurance Requirements
a. All policies are to be written on an occurrence basis or as acceptable to the City.
b. Certificates of insurance must indicate if the policy is issued on a claims-made or
occurrence basis. All certificates of insurance shail provide that the City be given
not less than sixty (60) days prior written notice of cancellation, non-renewal or
any material changes in the policy; including, but not limited to, coverage
amounts. Agent must state on the certificate if policy includes errors and
omissions coverage.
c. The City reserves the right to review SPNN's insurance policies at any time to
veri£y that City requirements have been met.
d. Nothing shali preclude the City from requiring SPNN to purchase and provide
evidence of additional insurance. SPNN is also encouraged to purchase any
additional insurance that it feels protects its interests.
7. Hold Harmless
SPNN shall indemnify, save and hold Uaimless, protect, and defend the City, its officers,
agents, and employees from all claims, actions or suits of any character brought for or on
account of any clauned or alleged injuries or damages received by any person or
property, including the City, resulting from any act or omission by any person employed
by SPNN in cazrying out the terms of this Agreement.
VI. EQUIPMENT OWNERSHIP
A. SPI3N agrees that everything purchased with funds provided by the Cable Company is
the sole property of the City with no right, title, or interest therein vesting in SPNN.
SPNN also agrees that funds provided by the Cable Company for the purpose of
purchasing Equipment are for the sole purpose of Equipment acquisition and that these
funds aze to be used only for Equipment-related expenses. As such, all revenues
recognized from the sale of Equipment and ali Equipment purchased from these funds are
permanently restricted. During such rime as SPNN, its successors and assigns, is acting
as the Designated Entity, it is understood that SPNN is only the temporary custodian of
such property 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 Designated Entity of the full benefits of this property. SPNN will
haue the right to dispose of old, outmoded and superfluous Equipment in accordance with
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ordinary business practices so long as any benefits arising from such disposition accrue to
the Designated Entity oniy. SPNN will submit in writing to the City's Cable
Communications Office any plans to dispose of Equipment at least two (2) weeks prior to
any such action.
B. City agrees that everything purchased with funds other than those provided by the Cable
Company is the sole property of SPNN with no right, title, or interest therein vesring in
the City.
VIL STATUS OF EMPLOYEES
At all times, SPNN is an independent contractor to the City. Neither SPNN, nor its agents or its
employees, are employees of the City and are entitled to none of the rights, privileges, and
benefits of City of Saint Paul employees.
VIII. AUMAN RIGHTS ORDINANCE
SPNN agrees to be bound by Chapter 183 Human Rights, of Saint Paul Legislative Code, and
that any complaints or potential violations shall be reported immediately to the City's Cabie
Communications Officer.
IX. VENDOR DEVELOPMENT OUTREACH PROGRAM
The City has a goal of assisting economically disadvantaged businesses to participate in public
contracts through 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, suppiies, and services in compliance with the Vendor Outreach Program during
this contract period.
R OFFICTAL DESIGNATED — SPNN
SPNN designates its Execufive Director as the person to be contacted by the City regarding this
Agreement. The Board of Directors of SPNN will be the final authority in any 5PNN policy
determinations.
XI. OFFICIALS DESIGNATED - City of Saint Paul
The City designates the Cable Communications Officer, and/or his/her designee, as the person to
be contacted by SPNN regarding this Agreement.
XII. CITY APPOINTEES
The City, at its discretion, may appoint up to three persons to serve one (i) or two (2) yeaz terms
on the SPNN Board of Directors, consistent with SPNN's by laws.
XIII. GRANT
A. For SPNN's faithful performance of the services set forth in this contract and providing
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 payments to SPNN according to
Section 304 of the Franchise Agreement and subject to any subsequent amendments to
the Franchise Agreement.
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B. Ttie 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 City decide to withhold one or more payments for noncompliance as
determined in Section III of this Agreement, the City wili send written notice to SPPN at
least fifteen (15) working days in advance containing the following informarion:
1. Amount being withheld,
2. Specific reasons for withholding payment,
3. Corrective actions requested, and
4. Identification of dates by which corrective action is to be completed.
XIV. SEVERABILITY
In the event any provision of this Agreement is deemed unconstitutional, illegal or void as a
matter of law, the parties agree ffiat a11 of tfie provisions of tlus Agreement, which are not
affected by such an occurrence, will constitute a full and complete Agreement between the
parties.
XV. SUBCONTRACTING
SPNN may not subcontract portions of this Agreement until written approval is received from
the City's Cabie Communications Officer. Such approval will not be unreasonably withheld.
XVI. TERMINATION
The City and SPNN reserve the right to terminate this Agreement or SPNN's selection as the
Designated Entity without cause or penalty on sixty (60) days written notice. Notwithstanding
any provision contained in this Agreement to the contrary, SPNN will be entitled to pay its
expenses incurred in the normal course of its business until such time as it is obligated to affect
any transfer pursuant to paragraph XVI.
XVII. CONDITIONS OF DISSOLUTION
Subject to SPNN's right to pay its normal operating expenses, as set forth in paragraph XV, 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, will be paid to any other Designated Entity, within ninety (90) days of
notification of reallocation or dissolution. SPNN will immediately release control of all
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.
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XVIII. DISPOSITION OF DOCUMENTS/MATERIALS
In the event that the City transfers responsibility to another Designated Entity, or in the event of
the dissolution of SPNN, SPNN will 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 their respective levels of trauiing and certificarion; forms necessary for the day-to-day
operations of Access; and operating policies and procedures.
XIX. COMPLAINTS
SPNN may, at any time, file in writing with the Office of Cable Communications, compiaints
conceming the operation of the cable system that have a bearing on SPi�N's performance under
this Ageement. The Cable Communications Office will investigate the complaints pursuant to
Saint Paul Lea slative Code 430.034 Complaints Procedure.
XX. CONTINGENT FUNDING
Continued performance of this Agreement by the City is contingent upon continued funding of
Access and Community Programming in accordance with the Franchise Agreement and subject
to any subsequent atnendments to the Franchise Agreement.
XXI. TERM OF AGREEMENT
This Agreement will commence on October 1, 2003, and will remain in effect until September
30, 2�04.
XXIL AMENDMENTS TO AGREEMENT
This Agreement may be amended by mutual A�eement of the parties. Additionally, both parties
acknowledge the City may grant additional cable franchises, and therefore, both parties agree
this Agreement may be amended by the City so as to not be inconsistent with any such additional
franchises granted by the City.
XXIII. AGREEMENT WHOLE AND CONCLUSIVE
The parties expressly state this Agreement, together with Appendices and Amendments,
including the Franchise Agreement, constitutes the whole understanding of the parties as to the
performance of SPNN pursuant to this Agreement and no understandings outside of the
Agreement are pertinent to SPNN's performance. No right or privilege is granted or conferred
by the Agreement except those specifically prescribed herein. In accepting this contract SPNN
acknowledges its rights hereunder are subject to the lawful exercise of the power of the City to
adopt and enforce generai ordinances necessary to the safety and welfare of the public, and
further that SPNN will at a11 times comply with all appiicable present and future laws, rules and
regulations.
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. XXIV. SIGNATURES
IN WITNESS HEREOF, the parties have set their hands on the dates indicated.
Cable Access St. Paul, Inc. d/b/a
SAINT PAUL NEIGHBORHOOD NETWORK
� "
� /
Preside
Z o3
Date
Executive Director
CITY OF SAINT PAUL
Mayor
Date
Cable Communications Officer
q/Z/03
Date � Date
Director, Dept. of Technology
Management Services
Date
Agproved as to form
Assistant City Attomey
Date
and
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O.� -�`1�-- ;:��
Departmendoffice/cOUncil: Date IniGated Green Sheet No 200986
Office of Cable Communications 9/4/03
Canfatt Persun R Phone: � InitWUdate htltiaVdale
Holly Hansen, 266-8875 1 n��„t rn,. " 4 a c;ty co��;�
Must Be on Council ABenda by (Date) ��9n ? City Aaomey ���� — City Clerk
Number Financial Serv Dir._ Financial Serv/a
Fp 3 Mayor (Or Asst) _ Civil Service Commission
S tember 17 2003 Rovting
� � Order
Total # of Signature Pages �_ (Clip All Loeations for Signature)
Action Requested:
Approve renewal of the City's contract with Saint Paail Neighborhood Network (SPNI� for the provision of Public and Educational access services and
corsvnunitY PsoB���nB�
Recommendations: Approve (A) or Reject (R) personal Service Contracts Must Answer the Following Questions:
1. Has this person/firtn ever xrorked under a conVad for this depariment?
Planning Commission Yes No
CIB Committee 2. Has this persoNfirtn ever been a city employee?
Civil Se[vice Commission Yes No
3. Does this person/firtn possess a skill not nortnally possessed by any current city
employee? Yes No
Explain all yes answers on separate sheet and attach to green shcet
Initiating Problem, Issue, Opportunity (Who, What, When, Where, Why):
The Ciry's current contract wi[h SPNN will expire 5eptember 3Q 2003. There woold be no Desig�azed Entity to provide PEG (Public Education, and
Govermnent) access services to St Paul citizens, community agencies, and schools who use these services if the contract is not renewed.
Advantages If Approved:
Cucrent PEG contract services will not be intercupted and SPNN will remain accoan[able for contrac[ performance regarding Public and Fducarional
access services and community progranuning. pq�{Qr
,�gS gZrS�°�r('h C�
� ..
DisadvanW9es If Approved: S�P � � 24U,� �`, �§ `� �:' ;�°. _ � " °.,� �
None. a;� � �, ' ��Ij�
.�ea`�'e ?a'a"'9"Re'�`P;mr�'.Y"��¢
.J t Y Y e c n _ _+ n'� c�= .
Disadvantages If Not Approved:
There would be no "Designated Entit�' to prwide Public and Educationa3 access services and communiry programming. These services would be
disrupted, adversely affecang the publiq conununity organizarions, and educational institutions.
Total Amount of Transaction: $ CasURevenue Budgeted: NA
Funding Source: NA p���� N�p�
Pinancial Infwmation: (Expfain)