05-887Council File # � g�
Green Sheet # 3028070
RESOLUTION
OF SAfNT PAUL, MINNESOTA �Z-
Presented by
Referred To
Committee Date
RESOLUTION...
WHEREAS, the cable franchise agreement with Comcast of St. Paul, Inc. provides that the City may designate a non-
profit enrity, hereinafter referred to as the "Besignated Bntity;' or enrities to manage public and educational access and
community programming on the local cable tetevision system; and
WF�REAS, a contract for services (Performance Agreement) between the CiTy of Saint Paul and Cable Access-St.
Paul, Inc., d/b(a Saint Paul Neighborhood Network, hereinafter referred to as "SPNN," which outlines the duties,
responsibilities and obligations of the parties with respect to the management and provision of public and educational
access and community prograzmning by the Designated Entity, and which names SPNN as the Designated Entity, has
been in effect and will expue on September 30, 2005; and
WITEREAS, a new contract has been negotiated and approved by the SPNN Board of Directors; and
WIIEREAS, the City has determined that SPNN has performed its duties as Designated Entity in a satisfactory
manner and the City desires that SPNN continue its role as the Designated Entity; now, therefore, be it
RESOLVED, that SPNN is hereby designated the City's current Designated Entity for the term of this Agreement,
October 1, 2005 - September 30, 2006, for the purposes pursuant to the Agreement and the cable franchise; and be it
FURTT�R RESOLVED, that the proper City officials aze hereby authorized to execute the Performance Agreement
behveen SPNN and the City of Saint Paul, a copy of which is attached and incorporated herein by reference.
Yeas Nays Absent Requested by: The Office of Technology
Benanav f
Bostrom
✓ By: GGtr2-,/L'
Harris ��-
Helgen ✓ Form Approved by City Attorney
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�. Green $heet Gr,een Sheet .Green Sheet Green Sheet Green Sheet Green Sheet
Depar6nem/ofiice%ouncil: pate hi�tiaMd:
,� �a�o,�,.����s�. 20SEP-05 Green Sheet NO: 3028070
Contact Person $ Phone: .'
Mike Reartlon
266-8875 ���
Must Be on Countil Agenda by (Date): Number
28SEP-05 For
Routing
Order
CoMract Type:
RE�2ESOLUT1pN
Tofal # of SignaW re Pages _(Clip NI LocaGons for Signalure)
0 echnol aod an eme t
2 Attoro
3 ' at
4 onncil
5 e k erk
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Apprwe reaewal of the City's contract with Saint Paul Nei$bborhood 13erivork (SPNN) for the provision of Public and Educational
Access servcies and community progrnmming
itlations: Appmee (A) w Reject
Planning Commission
CIB Committee
CiHI Service Commission
Personal Service Contracts MustMswerthe Following Questions:
1. Has this persoNfirm e�erworked under a contract forthis depaftmeM?
Yes No
2. Has this persoNfirtn e�er been a city employee?
Yes No
3. Dces this persoNfirtn possess a skill not nortnally possessed by arry
current city employee?
Yes No
Explain all yes answers on separate sheet and attach to green sheet
Inftia4ing Problem, issues, Opportunity (Who, YVha; When, WheTe, Why):
The City's current contract with SPNN will expire September 30, 2005. There would be no Designated Entity to provide PEG (Pul
Educa6on, and Govemment) access services ro St. Paul citizens, communiry agencies and schools who use these servcies if the
conhaoYis notxenewed.
Adva�qges IfApproved:
Curient PEG contract services will not be interrupted and SPNN will remain accountable for contract performance regazding Pubiic
Educational access serocies and community programming
Disadvantages IfApproved:
None
DisadvanWqes If Not Approved:
There would be no "Designated Entity" to provide Public and Educational services and community programming. These services
would be distrupted, adversely affecting the public, community organizations and educational institutions.
Total Amount of � � � � � � �
Transaction: CosURevenue Budgeted: nJ �
Funding Source: pJq ActiS"tty Number.
Pinanciallnformation: � ��� �,,,�„ � C � � ��Q�
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(Explain) � ��3—"
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September 20, 2005 8:01 AM Page 1
05-���
PERFORMANCE AGREEMENT
between
CABLE ACCESS — ST. PAUL, INC.
d.b.a. SAINT PAUL NEIGHBORHOOD NETWORK
and the
CITY OF SAINT PAUL
October 1, 2005 — September 30, 2006
An Agreement 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 corparation, d/bfaf Saint Paul Neighborhood Netcuork, hereafter refened to as "SPNN: '
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Table of Contents
DEFINITIONS ... ... ....... .. . .. . .. ...... .. . . .. ... . . . . . . .. . ... ......... ... . . .... .. . ... . .. ....... . . ....... . ..3
I.
II.
III.
N.
V.
VI.
VII.
VIII.
IX.
X.
XI,
XII.
XIII.
XIV.
XV.
XVI.
XVII.
XVIII.
XIX.
XX.
XXI.
XXII.
XXIII.
XXIV.
DESIGNATION ............................................................... ......................4
SERV ICES .. . .. . ......... ...... ... . .. .. . ... . .. . . . . . . .. . . ..... .. . . . . . .. . . . . . . ... .. . ... ... . .. .. .... ....4
A. Trauring ........................................................................................4
B. Equipment and Facilities .....................................................................4
C. Access and Community Prograuuaiing Channel Time ...................................5
D. Promotion of Access .........................................................................6
E. Other Management Services ................................................................6
REPORTING . . ... ...... ......... . . . . .. . . . .. . ... . ..... ... . ... . . . . . .... .. ... . . . . . .. .. ... ... ... .. ....8
EV ALUATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..10
INSURANCE . . ....... . . ... ... ... ... . .. . .. . . . ... . .... . ...... . . . . . . . . . . . . . . . . . . . . . .. . ... .. . . . . ....11
EQUIPMENT OWNERSHIP ...................................................................12
STATUS OF EMPLOYEES .....................................................................12
HUMAN RIGHTS ORDINANCE ..............................................................13
VENDOR DEVELOPMENT OUTREACH PROGRAM ...................................13
OFFICIALS DESIGNATED — SPNN .........................................................13
OFFICIALS DESIGNATED — CITY ..........................................................13
CITY APPOINTEES ..............................................................................13
GR .ANT . . . ... . .. . ........ ... ...... . . . . . . . . . .. . .. . . .. . .. . . . . . . ... ... ... ....... . . . .. . . ... . ...... ......13
SEVERABILITY .................................................................................14
SUBCONTRACTING ............................................................... ............14
TERMINATION . . . . . . .. ... . . . ... ... . .. . . . .. . .. . ..... . ...... . . . . . . ... . . . ... . . . . . . .. . .. . .. . . . . .. ..14
CONDITIONS OF DISSOLUTION ............................................................14
DISPOSITIONS OF DOCUMENTS(MATERIALS ........................................15
COMPLAINTS ......... ............... ............................................................15
CONTINGENT FUNDING .....................................................................15
TERM OF AGREEMENT .......................................................................15
AMENDMENTS TO AGREEMENT ..........................................................15
AGREEMENT WHOLE AND CONCLUSIVE ..............................................15
SIGNATi .....................................................................................16
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WIT'NESSETFI:
It is mutually agreed as foliows by and between the City of Saint Paul, a municipal corporation
of the State of Minnesota, hereinafter referred to as"the City," and Cable Access — Saint Paul,
Inc., a non-profit corporation incorporated under the laws of the State of Minnesota, d/b/a Saint
Paul Neighborhood Network, hereinafter refened to as "SPNN":
DEFINITIONS
For purpose of this Agreement:
"Access" will mean the privilege of any one who works ar 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 commitment
of Cable Company to the prograimuing use of the general public and educationai
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 Progratmning" will mean programming under the editorial control of Access users.
"Access Users" will mean those members of the community who create and/or present
programming far playback on the Access Channels.
"Business" will mean all appropriate business activities in support of Access users and the
production of access and community progra.mining. 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 programming" will mean progranuning under the editorial control of SPNN.
"Designated Entity" will mean a non-profit entity or entities designated by the City and fiirtlier
defined by the Franchise Agreement. This term applies to SPNN while this Agreement
is in effect.
"Equipment" will mean any durable goods purchased with funds provided by the Cable
Company. �-�1
"Franchise AgreemenY' will mean C.F.# 98-234, the renewal franchise granted to Comcast of
St. Paul, Inc., by the City of Saint Paui and any subsequent amendments approved by the
Saint Paul City Council.
L DESIGNATION
Far the consideration hereinafter stated, the City names SPNN as the Designated Entity for the
term of this contract.
I I_�.Y�I�'/ C�x.9
SPNN agrees to provide management and promotional services to the public to support Access
and Community Prograuuning in accordance with this contract and the Franchise Agreement.
A. Training
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 beginning through
advanced. With this goal in mind, SPNN shall on an annual basis determine the
objectives far the types of classes, ciass hours, level of training and number of
students and internships. These objectives will include production and editing
techniques of all levels. SPNN will conduct orientation classes for the general
public and training classes for members on a continuing basis. Specific levels of
training aze 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 objecuves
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
matexials, evaluation, and other administrative tasks, including quartexly reports,
for a11 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, production, and administration of
Access and Community Programming consistent with this Agreement.
2. SPNN will maintain inventory control and records of all Bquipment with a
purchase price of $300 or more. The inventory w711 include the make and model
number of the Equipment, serial number, purchase date and price, current facility
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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.
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3. SPNN will maintain and repair Equipment in a timely manner keeping record of
maintenance and zepair, and maintaining 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.
4. SPNN will unplement 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 least six days per week except for the following holidays:
New Year's Day, Martin Luther King Jr. Day, Presidents Day, Memozial Day
(last Monday in May), Independence Day, Labor Day, Thanksgiving, Christmas
Eve Day, and Chrishnas Day. SPNN will provide the City a two-week notice of
any changes to the preceding holiday schedule.
5. SPNN will maintain a log of complaints and responses regazding Equipment
condition and use policies. The log will be available at ali reasonable tunes for
inspection by the City.
C. Access and Community Programming Channel Time
1. SPNN wili maintain and enfarce policies and procedures for allocafing, 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 wi11 violate federal, state, or local laws and regulations.
2. SPNN will be responsible for the playback of video, audio and text prograxmning
on the four (4) designated Access Channels, and one (1) Community
Prograuuning 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 Programming, including, but not
limited to: local sports events, parades, community and political events.
Community Prograiluning shall consist of an average of twenty (20) hours per
month and no less than sixteen (16) hours per month. Such programming will
include the City Council and Mayoral Inaugurations, the Mayor's State-of-the-
City Address, the Jr.-Sr. Royalty Pageant, the Truth-in-Taacation Hearing, and up
to three (3) other public events or meetings as requested by the Cable
Communications Office. The City will provide its Video Production Supervisor,
or other staff, on a staff-available basis for the producfion of City government
related progranuning.
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4. SPNN shall maintain and adhere to its written policy regarding the fair and equal
treahnent of political candidates with respect to programs produced by and public
events covered by SPNN. SPNN shall notify the City 30 days in advance 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.
6. SPNN will provide a full-time Education Access Coordinator to serve the
educationai access community.
D. Promotion of Access
1. SPNN will promote its resources and programs to the pubiic of St. Paui through
its channels, other media, printed material and brochures, public speaking
engagements, web site, newsletter, and other means of pubiicity to increase
viewers, members, and users of SPNN's facilities and prograinming. SPNN will
evaluate the success of its promotional efforts on an annual basis with the results
reported, including a list and examples of a11 promotional material generated, as
part of the annual report due.
2. SPNN will make its prograt7uning schedules for the Access Channels available,
and will provide information on training and volunteer opporhxnities for the
community. Methods of delivery include a regularly published newsletter, a
regulariy 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
facilities, equipment, progranuning, 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 Communicarions 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 a11 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. Equipmendfacilities purchase, use, and maintenance;
b. Use of Access and Community Prograimning channel time;
c. Access training provided; and
d. Complaints or disputes related to Access or Community Progauiniing.
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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 will be available for inspection during
regulazly scheduled business hours or at such other tnne as mutually agreed to by
the City and SPNN.
4. SPNN wiil not incur any debt obligations through loans or lines of credit for its
operating fund or its faciliries fund. However, SPNN, in the normal course of
business, may assume short-term obligations which are within the budget
submitted to the City and which will be repaid within thirty (30) days. By
example, permitted short-term obligations include credit cazd obligations,
equipment purchase Agreements, revolving accounts for the purchase of supplies,
and accrued but unpaid employee benefits (e.g., accrued vacation days).
S. SPNN will not borrow funds to meet operational expenses from permanently
restricted accounts, including its facilities fund, without first submitting a written
request to do so and receiving written permission from the Cable
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 circumstances that cause or could 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 Cab1e
Communications Officer within seven (7) days of discovering the matter, and
ongoing corrective action will be periodicaliy reported to the City's Cable
Communications Officer unul 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 relafing to equal
employment opportunity. SPNN will submit to the City's Cable Communications
Officer for review, any revisions to its staffing positions and the impact of those
revisions on Access and Community Programuiing.
9. SPNN will abide by and remain in compliance with its organizational bylaws.
10. SPNN shall update its Equipment Replacement Plan and provide a copy of its
updated plan to the City by Apri13�. The plan shall 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 the 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 prepare 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 Boazd of Directors and adhere to standazd accounting and record
keeping practices.
1. The format of the proposed budget sha11 provide data for a three-year period: the
proposed budget, the current year's budget, and the previous yeaz's actual revenues and
expenditures.
2. Any amendments made to the budget shall be approved by the SPNN Boazd of
Directors and submitted to the City.
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 thiriy (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, assumprions, 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 fmancial statements. The monthly
financial statements and the budget shall track the same items, so as to enable the reader
of the statements to easily compare the actual revenues and expenditures to the budget.
E. SPNN will submit four (4} quarterly reports to the City's Cable Communications Office.
Reports will be submitted by September 15, December 15, March 15, and June 15. The
reports will include SPNN's review of progress towards specific tazget results and goals
and will include at least the following:
1. Progracnming 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 programining, total hours of
programming cablecast by week for quarter, and cablecast failure rate for quarter.
2. A list of all complaints, by category, received during the quarter and how and
when they were resolved.
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3. Training statistics for public and educational access for the past quarter and yeaz-
to-date, including course schedules, attendance, recruiting efforts, dates, etc. for
the quarter. QS_��
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.
F. SPNN will submit an annual yeaz-end report to the City's Cable Communications O�ce.
The Annual Report will be submitted by July 15, and will contain at least the following
information:
1. Membership statistics at year end; including number of inembers under each
membership category and prices for each category.
2. Prograrmning 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 prograinming, and cablecast failure rate.
3. A list of all complaints received during the past year by category.
4. Training statistics for public and education access for the past year.
5. Evaluation results of promotional 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 yeaz and results of the prior year plan.
8. The Community Prograznming 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
description of item, how disposed of, and any compensation received.
10. Current Equipment inventory, and any revisions to the capital Equipment
replacemendacquisition 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.
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14. Current mission statement.
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15. Current list of Board of Directors with short biographies.
16. Current list of staff inembers and orgauizational 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 Progi�un SPNN used during the contract yeaz, and totai dollazs SPNN
spent with such V endors.
20. A list and examples of all promorional material generated.
G. SPNN sha11 include with the annual report to the City of Cable Communications Office
the Boazd of Directors member election 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 will also include an analysis of the nominating process to
recruit individuals representing diverse communities of interest and relevant management
and professional experience to serve on the SPNN Board of Directors. Any changes to
the Board makeup aze 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 determined 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 after a
review, the Cable Communications Officer will transmit in writing a description of the azeas 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. INSURANCE
A. SPNN sha11 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 permits.
Public Liability Insurance
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a. Bodily Injury: $1,000,000 each occurrence, $2,000,000 aggregate. Qr,_$�'1
b. Property Damage: $1,000,000 each accident, $2,000,000 aggregate.
c. Policy must include an"all services, products, or completed transacfions"
endorsement.
2. Automobile Insurance
a. Bodily Injury: $750,000 per person, $1,000,000 per accident.
3. Property damage not less than $50,000 per accident
4. Worker's Compensation and Bmployer's Liability
a. Worker's Compensation per Minnesota Statute.
b. Employer's Liability sha11 have minimum limits of $500,000 per accident;
$500,000 per employee; $500,000 per disease policy limit.
5. Property Insurance
a. SPNN sha11 carry insurance in an amount sufficient to replace a11 property,
contents, Equipment and buildings at fuli replacement cost for the life of the
Agreement.
b. SPNN shall name the City of Saint Paul as an"Additional Loss Payee" on all
items or property that have been purchased with funds provided by the City, per
the terms and conditions of this Agreement.
6. General Insurance Requirements
a. All policies are to be written on an occurrence basis or as acceptable to the City.
b. Certificates of insurance must indicate if the policy is issued on a claims-made or
occurrence basis. All certificates of insurance sha11 provide that the City be given
not less than sixty (60) days prior written notice of cancellation, non-renewal or
any material changes in the policy; including, but not limited to, coverage
amounts. Agent must state on the certificate if policy includes errors and
omissions coverage.
a The City reserves the right to review SPNN's insurance policies at any time to
verify that City requirements have been met.
d. Nothing shall preclude the City from requiring SPNN to purchase and provide
evidence of additional insurance. SPNN is also encouraged to purchase any
additional insurance that it feels protects its interests.
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7. HoldHannless O 5"$�
SPNN shall indemnify, save and hold harmless, 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 ciaimed or alleged injuries or damages received by any person or
property, including the City, resulting from any act or oxnission by any person employed
by SPNN in carrying out the terms of this Agreement.
VI. EQUIPMENT OWNERSHIP
A. SPNN 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 are to be used only for Equipment-related expenses. As such, all revenues
recognized from the sale of Equipment and all Equipment purchased from these funds are
permanently restricted. During such tnne as SPNN, its successors and assigns, is acring
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.
SPN1V 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 properry. SPNN will
have the right to dispose of old, outmoded and superfluous Equipment in accordance with
ordinary business practices so long as any benefits arising &om such disposition accrue to
the Designated Enfity only. 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 vesting in
the City.
VII. STATUS OF EMPLOYEES
At a11 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. HiJMAN RIGHTS ORDINANCE
SPNN agrees to be bound by Chapter 183 Human Rights, of Saint Paul Legislative Code, and
that any complaints or potential violations sha11 be reported immediately to the City's Cable
Communications Officer.
IX. VENDOR DEVELOPMENT OUTREACH PROGRAM
The City has a goal of assisting economically disadvantaged businesses to participate in public
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contracts through its Vendor Development Outreach Program, which is addressed in Chapter 84 ��
of the Saint Paul Aduiinistrative 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.
X. OF�ICIAL 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 will be the final authority in any SPNN policy
deternunations.
XI. OFF'ICIALS 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 (1) or two (2) year terms
on the SPNN Boazd 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 Cabie Company to provide PEG services,
the City agrees to direct the Cable Company to make payments to SPNN according to
Secfion 3Q4 of the Franchise Agreement and subject to any subsequent amendments to
the Franchise Agreement.
B. 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 City decide to withhold one or more payments for noncompliance as
determined in Section III of this Agreement, the City will send written notice to SPPN at
least fifteen (15) working days in advance containing the following information:
1. Amount being witl�held,
2. Specific reasons for withholding payment,
3. Corrective actions requested, and
4. Identification of dates by which corrective action is to be completed.
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XIV. SEVERABILITY
v,�"���
In the event any provision of this Agreement is deemed unconstitutional, illegal or void as a
matter of law, the parties agree that all of the pzovisions of this Agreement, which are not
affected by such an occuirence, will constitute a full and compiete Agreement between the
parties.
XV. SUBCONTItACTING
SPNN may not subcontract portions of this Agreement until written approval is received from
the City's Cable 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
Sub}ect 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.
XVTII. DI5POSITION OF DOCUNI�NTS/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 a11 SPNN documents, files,
computer disks, videotapes, etc., including but not limited to lists of trained and certified Access
users and their respective levels of training and certification; 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 Cabie Communications, complaints
concerning the operation of the cable system that have a bearing on SPNN's performance under
this Agreement. The Cable Communications Office will investigate the complaints pursuant to
Saint Paul Legislative Code 430.034 Complaints Procedure.
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XX. CONTINGENT FTJNDING
� ':
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 amendments to the Franchise Agreement.
X�II. TERM OF AGREEMENT
This Agreement will commence on October 1, 2005, and wiil remain in efFect until September
30, 2006.
XXII. AMENDMENTS TO AGREEMENT
This Agreement may be amended by mutual Agreement of the parties. Addirionally, 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 confened
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 general ordinances necessary to the safety and welfare of the public, and
further that SPNN will at a11 times comply with all applicable present and future laws, rules and
regulations.
XXIV. SIGNATURES
IN WITNESS HEREOF, the parties have set their hands on the dates indicated.
Cable Access SY. Paul, Inc. d/b/a
SAINT PAUL NEIGHBORHOOD NETWORK
President
Date
Mayor
L��. -.!
CITY OF SA1NT PAUL
15
Executive Director
Date
Cable Communications Officer f �S_�$'�
V
Date
D'uector, Office of Technology
Date
Approved as to form
Assistant City Attornep
Date
16