07-1234Council File # D7-1�'3l�
Green Sheet # 3047214
RESOLUTION g
CITY OF SAINT PAUL, MINNESOTA
Presented by
Referred To
Conunittee Date
RESOLUTION...
WF�REAS, 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 "Designated Entity,° to manage public and educational access and
community progranuning on the local cable television system; and �
WHEREAS, a contract for services (Performance Agreement) between the CiTy of Saint Paul and the 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
progamming by the Designated Entity, and which names SPNN as the Designated Entity, has been in effect and will
expire on December 31, 2007; and
WI3EREAS, 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,
January 1, 2008 - December 31, 2008, for the purposes pursuant to the Agreement and the cable franchise; and be it
FURTHER RESOLVED, that the proper City officials are hereby authorized to execute the Performance Agreement
between SPNN and the City of Saint Paul, a copy of which is attached and incorporated herein by reference.
Yeas Nays Absent Requeste�l b.: The Office of Technology &
� Communica�ons
Benanav
Bostrom ,i
Harris ✓
By:
Helgen ✓
Lantry ✓
Montgomery ✓
T� ,/
Adopted by Council: Date:
Form Approved by City Attorney
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Approved by ayor for Submission to Council
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By:
Adoprion Certified by Council Secretary
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
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Departme�/office/council: Date Initiated:
TE – TechnologyaadMauagementSm tQ-DEG07 Green Sheet NO: 3047214
Contact Person & Phone:
Mike Readon
266-8875
musc rse on wunai wgenaa by (oate7
1&DEG07
Doe. Type: RESOLUTION
E-Document Required: Y
Doeument Contact: Mike Readon
Contact Phone: 266-8875
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Assign
Number
For
Routing
Order
Total # of Signature Pages _(Clip All Lowtions for Signature)
0 echnolo and Mana ement Se
I echnolo and Mana ement Se De ardnent Director —�--��--
2 ' ACOme L
3 ox's OfSce Ma or/ASSistant
4 ouncil
5 i Clerk Gti Clerk
Approve the renewal of the Ciry's Performance Agreement Conh�act with Saint Paul Neighborhood Network (SPNI� for the
provision of Public and Fducational access services and community progranuning for the period January 1, 2008 - December 31,
2008
ldations: Approve (A) or R
Planning Commission
CIB Committee
Civil Service Commission
the
1. Has this pereoNfirm ever worked under a contrect for this departmenl?
Yes No
2. Has this persoNfirtn ever been a cily employee?
Yes No
3. Does this person/firm possess a skilt not normaliy possessed by any
current city employee?
Yes No
Explain all yes answers on separate sheet and attach to green sheet
Initiating Problem, lssues, Opportunity (Who, What, When, Where, Why):
The city's cutrent contract with SPNN will expire December 31, 2007. Without amending and/or renewing the cutrent conh'act, there
wouid be no Deginated Eniry to provide PEG (Public Educarional, and Govem�ent) access service to St. Paul cifizens, community
agencies, and schools who use these services.
AdvanWges If Approved:
Current PEG contract services will be continued to be provided by SPNN without loss of interurion of sernices to the community,
5aint Paul residenu and schools that use these services.
Disadvantages IfApprovetl:
none
Disadvantages If Not Approved:
There would be no designated Entity to provide Public and Educational access services and community prograiuming.
Transaction:
Funding Source:
Financial Information:
(Explain)
CosURevenue Budgeted:
Activiry Number:
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December 70, 2007 3:03 PM Page 1
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PERFORMANCE AGREEMENT
between
SAINT PAUL NEIGHBORHOOD NETWORK
and the
CITY OF SAINT PAUL
January 1, 2008 — December 31, 2008
An Agreement by and between the City of Saint Paul, Minnesota, a Minnesota murucipal
coxporation hereinafter referred to as "Ciry," and Saint Paul Neighborhood Network, a
Minnesota non-profit corporation, hereafter referred to as "SPNN."
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Table of Contents
DEFIDIITIONS ...... ....................................... ............. .. .................. ......... . .....3
I.
II.
III.
N.
V.
VI.
VII.
VIII.
�.
X.
XI.
XII.
XIII.
XIV.
XV.
XVI.
XVII.
�vizz.
XIX.
XX.
XXI.
XXII.
XXIII.
XXIV.
DESIGNATION ................................................ .. ............. ..... .... ...........4
SERVICES ....... ............................................................. ............ ....... ....4
A . Training ........................................................................................4
B. Equipment and Facilities .....................................................................4
C. Access and Community Prograxmning Channel Time ...................................5
D. Promotion of Access .........................................................................6
E. Other Management Services ................................................................6
REPORTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... 8
EVALUATION . . . . . .. . . . . .. . . . . . . . .. . .. . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . .. . . . . .. . . . . . . . .. . . . . . . . ...10
INSURANCB . . . . . . . . . . . . . .. . .. . .. . . . . . . . . . . .. . . . . .. . .. . .. . . . . .. . . . . . . . . . . .. . . . . .. . . .. .. . ... . . . ..11
EQUIPMENT OWNERSHIP .................................................................12
STATUS OF EMPLOYEES ....................................................................12
HLJMAN RIGHTS ORDINANCE .............................................................13
VENDOR OUTREACH PROGRAM .........................................................13
OFFICIALS DESIGNATED — SPNN .........................................................13
OFFICIALS AESIGNATED — CITY ..........................................................13
CITY APPOINTEES .............................................................................13
GRANT .............................................................................................13
SEVERABILITY .................... ............... ....... .. ......... ....... ........... ..14
SUBCON 'TRACTING . . .. . . . . . . . . . . .. . .. . .. . .. . .. . . . . . . . . . . . . . . . . .. . . . . .. . . . . . . . ... ... . . . .. . . . . .14
TERMINATION . . . . .. . . . . .. . .. . .. . .. . .. . . . . . . . .. . . . . . . . . . . . . . .. . .. . .. . .. . .. . .. . .. . . . . .. . .. . ... ..14
CONDITIONS OP DISSOLUTION ..........................................................:.15
DISPOSITIONS OF DOCUMENTS/MATERIALS ........................................15
COMPLAINTS ...... ............. ..... ... ... ....... ...... ..... ... .................. .... ..........15
CONTINGENT FIJNDING .....................................................................15
TERM OF AGREEMENT .......................................................................15
A.MEI�TDMENTS TO AGREEMENT ..........................................................15
AGREEMENT WHOLE AND CONCLUSIVE .............................................16
SIGNATURES ...... ........... .... ...... ........................ .. ... ... ... ....................16
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WITNESSETH:
It is mutually a�eed as follows by and between the City of Saint Paul, a municipal corporation
of the State of Minnesota, hereinafter referred to as "the City," and Saint Paul Neighborhood
Network, a non-profit corporarion incorporated under the laws of the State of Mivnesota,
hereinafter refened 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 commitment
of Cable Company to the prograulming 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 Programming" wi11 mean programming under the editorial control of Access users.
"Access Users" will mean those members of the community who create and/or present
progranuning 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 programining. Such business may inciude 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 prograuuning" will mean programming under the editorial control of SPNN.
"Designated Entity" will mean a non-profit entity ar entities designated by the City and further
defined by the Franchise Agreement This term applies to SPNN while this Agreement
is in effect.
`BquipmenY' will mean any durable goods purchased with funds provided by the Cable
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Company.
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"Franchise AgreemenY' will mean Appendix H of the Saint Paul Legislative Code, the renewal
franchise �anted to Comcast of St. Paul, Inc., by the City of Saint Paul and any subsequent
amendments approved by the Saint Paul CiTy Council.
I. DESIGNATION
For the consideration hereinafter stated, the City names SPNN as the Designated Enrity for the
term of this contract.
II. SERVICES
SPNN agrees to provide management and promotional services to the public to support Access
and Community Programming in accordance with this contract and the Franchise Aereement.
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 beginning through
advanced. With this goal in mind, SPNN shall on an annual basis determine the
objectives for the types of classes, class 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 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 SPNN's coming fiscal year will be submitted to the City with the quarterly
report due April 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, production, and administration of
Access and Community Prograuuning 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
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. ���� �
3. SPNN will maintain and repair Equipment in a timely manner keeping record of
maintenance and repair, 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 Office of Media Services (formerly Cable Communicarions Office) with
each annual report.
4. SPNN will implement and enforce policies for check out and use af Equipment
and facilities, manage EquipmenUfacilities check out and use, and maintain a
current log of Equipment check out and use. SPNN facilities wi11 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, Memorial Day
(last Monday in May), Independence Day, Labar Day, Thanksgiving, Chrisrinas
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 regarding Equipment
condition and use policies. The log will be available at all reasonable times for
inspecrion by the City.
C. Access and Community Programuiing Channel 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 Office of Media
Services within thirty (30) days of a change. No program cablecast on an Access
Channel will violate £ederal, state, or local laws and regulations.
2. SPNN will be responsible for the playback of video, audio and text progr2mniing
on the four (4) designated Access Channels, and one (1) Community
Progranuning channei 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.
Coxnmunity Prograinming shall consist of an average of twenty (20) hours per
month and no less than sixteen (16) hours per month. Such prograuiming will
include the City Council and Mayoral Inaugurations, the Mayor's State-of-the-
City Address, the Jr.-Sr. Royalty Pageant, the Truth-in-Taxation Hearing, and up
to three-(3) other public events or meetings as requested by the Office of Media
Services. The City will provide its Video Production Supervisor, or other staff,
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on a staff-available basis for the production of City government related
prog�ainming.
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4. SPNN shall maintain and adhere to its written policy regarding the fair and equal
treahnent of politicai 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 chanaes to the policy.
5. SPNN will not en�age in commercial production activities with for-profit entities
or engage in producrion or other activities, which adversely affect SPNN's ability
to perform or provide the services specified in tkus Agreement.
6. SPNN will provide a full-time Education Access Coordinator to serve the
educational access community.
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 prograuiming. SPNN will
evaluate the success of its promotional efforts on an annual basis with the results
reported, including a list and examples of all promotional material generated, as
part of the annual report due.
2. SPNN will make its programining schedules for the Access Chamiels available,
and will provide information on training and volunteer opportunities for the
community. Methods of delivery include a regulazly 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 far the public to become familiaz with the
facilities, 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 Office of Media Services 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
Boazd 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 Programming channel time;
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c. Accass training provided; and
d. Complaints or disputes related to Access or Community Programming.
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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 time as mutually a�eed to by
the City and 5PNN.
4. SPNN wili 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, pernutted short-term obligations include credit cazd obligarions,
equipment purchase Agreements, revolving accounts for the purchase of supplies,
and accrued but unpaid employee benefits (e.g., accrued vacation days).
5. 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 Office of Media
Services r. 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 $25,000.
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 Office
of Media Service within seven (7) days of discovering the matter, and ongoing
conective action wili be periodically reported to the City's Office of Media
Services until the Office of Media Services determines the matter is satisfactozily
resolved.
8. All paid positions will 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 Office of Media
Services for review, any revisions to its staffing positions and the impact of those
revisions on Access and Community Programnxing.
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 April 15. 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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11. In the event an emergency situation prolribits the City using the Office of Media
Services' studio and equipment, SPI�N will provide to the City the use of SPNN's
facilities, including studios, equipment and edit suites as necessary in order for the
City to conduct its video production operations until the emergency situation is
over. The City will in turn provide svnilar use of the Office of Media Services'
facilities in the event an emergency situation affects SPNN's facilities/operations,
with the understanding that the City will retain priority use of the City's facilities.
Furthermore, the City and SPNN will develop an emergency operations plan in
2008 to be included with subsequent Agreements.
III. REPORTING
SPNN shall submit the foliowing reports:
A. A report identifying SPNN's training and access objectives for the term of this
Agreement will be submitCed to the City by April 15.
B. SPNN will prepaze and submit to the City's Office of Media Services a balanced annual
aperating budget for the subsequent year by April I5. Such budget will be approved by
the SPNN Board of Directors and adhere to standard accounting and recard keeping
practices.
1. The format of the proposed budget shall provide data for a three-yeaz period: the
proposed budget, the current year's budget, and the previous year's actual revenues
and expenditures.
2. Any amendments made to the budget shall be approved by the SPNN Board of
Directors and submitted to the City.
C. SPNN will submit audited financial statements to the City's Office of Media Services by
3uly 15.
D. SPNN will provide the City's Office of Media Services 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 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 compaze the actual revenues and expenditures to the budget.
E. SPNN will submit four (4) quarterly reports to the City's Office of Media Services.
Reports will be submitted by January 15, April 15, 7uly 15 and October 15. The reports
will include SPNN's review ofprogress towards specific target results and goals and will
include at least the following:
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1. Prograinming statistics on a per-channel basis for the past quarter and yeaz-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
progrunming cablecast by week for quarter, and cablecast failure rate for quarter.
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2. A list of all 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 year-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 year-end report to the City's Office of Media Services. The
Annual Report will be submitted by July 15, and will contain at least the following
information:
1. Membership stafistics at year end; including number of inembers under each
membership category and prices for each category.
2. Prograxnzning statistics on a per-channel basis for the past year, including number
of hours and programs of first-run local prograuuning, number of hours and
programs of first-run outside progranuuing, 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 year and results of the pzior year plan.
8. The Cosnmunity Programming plan for the coming yeaz and results of the prior
year plan.
9. A list of any Equipment disposed of during the past fiscal year, ancluding
description of item, how disposed of, and any compensation received.
10. Current Equipment inventory, and any revisions to the capital Equipment
repiacementlacquisition plan that was developed in 2001.
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11. Current insurance documents. D-� �' �� �(
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12. Updated business plan, including fund-raising initiatives and other plans to
�enerate revenue.
13. A description of any changes to its strateb c plan and reasons for the chan�es.
14. Current mission statement.
15. Current list of Boazd of Directors with short biographies.
16. Current list of staff inembers and orgazrizational chart.
17. Current employee and workplace policies.
18. Current access user and channel policies.
19. A list of any vendors identified in Saint Paul Admuustrative Code 84.06 Vendor
Outreach Program SPNN used during the contract year, and total dollars SPNN
spent with such Vendozs.
20. A list and examples of all promotional material generated.
21. A copy of the current bylaws.
G. SPNN shall include with the annual report to the City's Office of Media Services the
Board 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 Directars. Any changes to the
Board makeup are to be reported promptly in writing to the Office of Media Services.
IV. EVALUATION
SPNN agrees that an evaluation of its performance under this A�eement, including an on-site
inspection, may be performed quarterly as determined by the City's Office of Media Services and
following receipt of the Annual Report. The City's Office of Media Services may conduct an in-
person evaluation session with the SPNN Boazd of Directors and senior management as part of
the annual review. Any evaluation will be based on the fulfillxnent of the terms and conditions
herein. Should the City find any instances of noncompiiance after a review, the Office of Media
Services will transmit an writing a descriprion 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.
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V. INSURANCE D? � ( ��, /
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A. 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 aze "Additional Insureds" where the policy pemuts.
1. Public Liability Insurance
a. Bodily Injury: $1,000,000 each occurrence, �2,000,000 aggregate.
b. PropertyDamage: �1,000,000 each accident, $2,000,000 aggregate.
c. Policy must include au "all services, products, or completed transactions"
endorsexnent.
2. Automobile Insurance
a. Bodily Injury: $75Q000 per person, $1,000,000 per accident.
3. Property damage not less than $50,000 per accident
4. Worker's Compensarion and Employer's Liability
a. Worker's Compensarion per Minnesota Statute.
b. Employer's Liability shall have minimum limits of $500,000 per accident;
$500,000 per employee; $500,000 per disease policy limit.
5. Property Insurance
a. 5PNN 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 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 ar 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 shall 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.
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c. The City reserves the right to review SPNN's insurance policies at any tune to
verify that City requirements have been met.
d. Nothing shall preclude the City from requiiing SPNN to purchase and provide
evidence of additional insurance. SPNN is also encouraged to purchase any
addirional insurance that it feels protects its interests.
7. Hold Harmless
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 chazacter brought for or on
account of any ciaimed or alleged injuries or damages received by any person or
proper[y, including the City, resulting from any act or omission by any person employed
by SPNN in carrying out the terms of this Agreement.
VI. EQUIPMENT OWA'ERSHIP
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 time 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 SP1�N or to
deprive any future Designated Entity of the full benefits of this property. SPNN will
have the right to dispose of old, ouhnoded and superfluous Equipment in accordance with
ordinary business practices so long as any benefits arising from such disposition accrue to
the Designated Entity only. SPNN will submit in writing to the City's Office of Media
Services 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 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 empioyees.
VIII. HUMAN RIGHTS ORDINANCE
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SPNN agees to be bound by Chapter 183 Human Rights, of Saint Paul Legisiative Code, and
that any complaints or potential violations shall be reported immediately to the City's Cable
Communications Officer.
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TX. VENDOR OUTREACH PROGRAM
The City has a goal of assisting minozity-owned, woman-owned, and small economically
disadvantaged businesses to participate in public contracts through its Vendor Outreach Pro�am,
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.
X. OFFICIAL DESIGNATED — SPNN
SPNN designates its Executive Director as the person to be contacted by the City regarding this
Agreement. The Board ofDirectors of SPNN will be the final authority in any SPNN policy
determinations.
XI. OFFICIALS DESIGNATED - City of Saint Paul
The City designates the Office of Media Services r, and/or his/her designee, as the person to be
contacted by SPNN regarding this Agreement.
XIL CIT`Y APPOINTEES
The City, at its discretion, may appoint up to three persons as it so chooses, to serve one (1) year
terms on the SPNN Board of Directors consistent with SPNN's by laws and the City's
appoinlment process.
XIII. GRANT
A. SPNN represents that it has a valid and binding contract with the Cable Company
to provide PEG services, in accardance with the Franchise, and that it shall continue in
compliance with said contract throughout the term of this Agreement. Far SPNN's
faithful performance of the services set forth in this contract 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.
B. Notwithstanding subsection A, above, the City, upon the recommendation of the Office
of Media Services r, also reserves the right to withhold payment for noncompliance with
this Agreement, and it fiirther reserves the right, at its sole discretion, to reallocate
financial support to another Designated Entity or to other cable-related purposes for
public benefit pursuant to the Franchise Agreement, Section 304.
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Should the City decide to withhold one or more payments for noncompliance as
deternuned 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:
l. Amount being withheld,
2. Specific reasons for withholdin� payment,
3. Corrective actions requested, and
4. Idenrificarion of dates by which correcrive action is to be completed.
Should the City decide to reallocate financial support to another Designated Entity or to
other cable-related purposes for public benefit, the City will send written notice to SPNN
at least 90 calendaz days in advance of the reallocarion and shall contain the following
information:
l. Amount being withheld,
2. Date that said amount will be wittiheld.
Should SPNN notify the City that it believes that a reallocation of funds will affect its
ability to fulfill its obligations under this Agreement, then both parkies agree to reconsider
the Agreement, taking into account the ampact of funding changes on SPNN's operations.
C. So as to ensure the long term survivability of SPNN, and in recognition of potenfial
hannful tku�eats to PEG funding created by federal and/ar state actions, SPNN will
continue to seek alternative funding sources throughout the term of this Agreement.
XIV. SEVERABILITY
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 provisions of this 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 Office of Media Services r. Such approval will not be unreasonably wiU�held.
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 tlus 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.
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XVII. CONAITIONS OF AISSOLUTION b �� ���
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 Enrity, will be paid to any other Designated Entity, withiu ninety (90) days of
norification of reallocation or dissolution. SPNN will immediately release control of all
Equipment and materials to the City, excepting those items which aze identified in the books and
records of SPNN as purchased with funds other than those received from the Cable Company.
XVIIL DISPOSTTION OF DOCUMENT5/MATERIALS
In the evenf 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 Iimited 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 Cable Commuzrications, complaints
concerning the operation of the cable system that have a bearing on SPNN's performance under
this Agreement. The Office of Media Services will investigate the complaints pursuant to Saint
Paul Legislative 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 amendments to the Franchise Agreement.
XXI. TERM OF AGREEMENT
This Agreement will commence on January 1, 2008, and will remain in effect until December 31,
2008.
XXII. AMENDMENTS TO AGREEMENT
This Agreement may be amended by mutual Agreement of the parties. Additionally, both parties
aclrnowiedge 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 A�eement, together with Appendices and Amendments,
including the Franchise Agreement, constitutes the whole understanding of the parties as to the
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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 zights hereunder aze subject to the lawful exercise of the power of the City to
adopt and enforce general ozdinances necessary to the safety and welfare of the public, and
further that SPNN will at all rimes comply with all applicable present and future laws, rules and
regulations.
�IV. SIGNATURES
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�.� .I Y.� � � � I I: - I �• � � I �. � '�
SAINT PAUL NEIGHBORHOOD NETWORK
President
Date
Executive Director
Date
CITY OF SAINT PAUL
Mayor
Date
Office of Media Services
Date
Director, Office of Technology
Date
Approved as to form
Assistant City Attomey
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