07-481
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Presented by
CITY
WHEREAS, the cable franchise ageement with Comcast of St. Paul, Inc. provides that the City may designate a non-profit
entity, hereinafter refened to as the "Designated Entity," or entiries to manage public and educational access and community
programming on the local cable television system; and
WHEREAS, 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 referzed 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
programming by the Designated Entity, and which names SPNN as the Designated Enrity, has been in effect and will expire on
January 31, 2007; and
WHEREAS, a new contract has been negoriated and approved by the SPNN Boazd of Directors; and
WHEREAS, the City has determined that SPNN has performed its duties as Designated Entity in a satisfactory manner and the
City desues that SPNN continue iu 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, Febivary 1,
2007 – December 31, 2007, for the purposes pursuant to the Ageement and the cable franchise, and bit it
FURTHER RESOLVED, that the proper City officials are hereby authorized to execute the Performance Ageement between
SPNN and the City of Saint Paul, a copy of which is attached and incorporated here in by reference.
Benanav
Boshom
Harris
Helgen
Thune
✓"
Adopted by Council: Date
Adoption Certified by Council Secretary U
BY� `
Approved by M : Date � �v7
By:
Council File # � ]'��
Green Sheet #3036131
RESOLUTION
4�VT PAUL, MINNESOTA S
Requested by Deparhnent of: /�
(�'/�'.�c uf e�,lipelor � La�nm�if��a�
�
Form Approved by City Attorney�
�Y� �Yf )' l cSG� �� //t7 �,�L_—
Form Alfp ove by a or f missi to Council
By:
C�
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
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rE — recnnology�aMaoagementsen.
Cofrtact Person 8 Phone:
Mike Reardon
266-8875
lnust ee on Couneil /�qenda by (oate):
24JAN-07
Doc. Type: RESOLUTION
E-Dxument Required: N
DocumentConWd: MikeReardon
1'IJAN-07
y
Assign
Number
For
Routing
Order
Green Sheet NO: 3036131
0 echnol and Man ement Se ��
1 echnol and Man ement Se De artmeut Director
2 i Attom
3 a or's Office Ma or/ASSisfant
4 ouncil
5 Clerk G5 Clerk
ConWd Phone: 266-8875
Total # of Signature Pages _(Clip All Locations for Signature)
Approve renewal of the City`s contract with Saint Paul Neighborhood Nerivork (SP1VN) for the provision of Public and Educational
access services and community progaznming.
iaavons: approve (n) or R
Planning Commission
CB Committee
Civil Service Commission
Has this persoNfirm ever worked �nder a contract for this department?
Yes No
2. Has this personffirm ever been a ciry employee?
Yes ' No
3. Does this person/firm possess a skill not nottnally possessed by any
current city employee?
Yes No
F�cplain all yes answers on separate sheet and attach to green sheet
Initiating Problem,'ISSUes, Opportunity (Who, What, When, Where, Why):
The City's current conh with SPNN will expire January 31, 2007, There would be no Designated Entiry to provide PEG (Public,
Educafion, and Govermnent) access services W St. Paul citizens, community agencies, and schools who use these services if the
�cantrac[ is notrenewed.
AdvanWges If Approved:
�urent PEG contract services will not be interrup[ed and SPNN will remian accountable for con�ract performance regazding Public
, and Educarional access services and communiry programming.
Disadvaniages tf Approved:
None
Disadvantages If NotApproved:
There would be no "Designated Entiry" to provide Public and Educational access services and community progamming. These
secvices would be disiuptecl, adveisely affecting the publiq communiry organizarions and educational institutions.
Transaction:
Funding Source:
Financial Information:
(Explain)
Activity Number. �" � . �� � ���`�`"�
,,'.i.� ' � '�_�,.�
CostlRevenue Budgeted:
January 11, 2007 10:49 AM __ Page 1
o ?
Summary of Changes to
2007 SPNN Performance Agreement
January 16, 2007
In the event of an emergency situation, i.e., pandemic flu, etc., established
SPNN's facilities as an emergency backup for the City's Cable Office
operations, with a reciprocal arrangement for SPNN and the Cable Office's
faciliries.
2. The past performance agreements (PA) have required SPNN to provide a
variety of reports and information to the City at numerous times throughout
the yeaz. The new PA has consolidated the number of reports and reporting
dates to be more consistent with key reporting dates throughout the year, i.e.,
annual report, £unding, SPNN's/City's budget process, eta.
3. The new PA clazifies the grant funding process, and provides SPNN with an
established process if any reallocation of financial support should be
considered.
4. So as to ensure the long term survivability of SPNN, and in recognition of
potential harmful threats to PEG funding created by federal and/ar state
actions, language has been added encouraging SPNN to continue to seek
alternative funding sources.
5. Clarifies the City's appointment process to City of Saint Paul representatives
to SPNN's board of directors.
6. Changes the annual performance agreement, from a timeframe of October 1 to
September 30, to the calendar year.
G 7-.�f8'
PERFORMANCE AGREEMENT
between
CABLE ACCESS — ST. PAUL, INC.
d.b.a. SAINT PAUL NEIGHBORHOOD NETWORK
and the
CITY OF SAINT PAUL
February 1, 2007 — December 31, 2007
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 corporation, d/b/a/ Saint Pau1 Neighborhood Network, hereafter referred to as "SPNN."
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Table of Contents
DEFINITIONS ..............................................................................................3
I . DESIGNATION .....................................................................................4
II . SERVICES ...........................................................................................4
A. Training ........................................................................................4
B. Equipment and Facilities .....................................................................4
C. Access and Community Progranuning Channel Time ...................................5
D. Promotion of Access .........................................................................6
E. Other Management Services ................................................................6
III REPORTING .......................................................................................8
IV. EVALUATION ...................................................................................10
V. INSURANCE .. . .. . .. . ... .... ... . . ... . . . . . .... ... . .. ...... . . . . . ... . . . . . . . .. . .. .. .. ... . . . ... .. . .. ..11
VI. EQUIPMENT OWNERSHIP ..................................................................12
VII. STATUS OF EMPLOYEES ....................................................................12
VIII. HUMAN RIGHTS ORDINANCE ............................................................13
IX. VENDOR OUTREACH PROGRAM .........................................................13
X. OFFICIALS DESIGNATED - SPNN .........................................................13
XL OFFICIALS DESIGNATED - CITY ..........................................................13
XII. CITY APPOINTEES .............................................................................13
XIII G12ANT .............................................................................................13
XIV. SEVERABILITY .................................................................................14
XV. SUBCONTRACTING ...........................................................................14
XVT. TERMINATION ..................................................................................14
XVII. CONDITIONS OF DISSOLUTION ............................................................15
XVIII. DISPOSITIONS OF DOCUMENTS/MATERIALS .........................................15
XIX. COMPLAINTS ....................................................................................15
XX. CONTINGENT FUNDING .....................................................................15
XXI. TERM QF AGREEMENT .......................................................................15
XXIL AMENDMENTS TO AGREEMENT ..........................................................15
XXIII. AGREEMENT WHOLE AND CONCLUSIVE ..............................................16
XXIV SIGNATURES ....................................................................................16
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WITNESSETTi:
It is mutually agreed as follows by and between the City of Saint Paul, a municipal corporation
of the State of Mimiesota, 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 referred to as"SPNN":
DE�INITIONS
For purpose of tYus 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 prograuuning 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 Progr2mming" will mean programining under the editorial control of Access users.
"Access Users" will mean those members of the community who create and(or present
prograimuing 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 prograiiuning. Such business may include the
solicitafion 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 programining" will mean programming under the editorial control of SPNN.
"Aesignated Entity" will mean a non-profit entity or entities designated by the City and fiirther
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 Cab1e ��-y�
Company.
"Franchise AgreemenY' will mean Appendis H of the Saint Paul Legislative Code, the renewal
franchise granted to Comcast of St. Paul, Inc., by the City of Saint Paul and any subsequent
amendments approved by the Saint Paul City Council.
I. DESIGNAT`ION
For the consideration hereinafter stated, the City names SPNN as the Designated Entity for the
term of this contract.
II. SERVICES
SPNN agrees to provide management and promotional services to the public to support Access
and Community Programining in accordance with this contract and the Franchise Agreement.
A. Training
1. SPNN shall provide training that meets the City's goal that access training,
Equipment, and facilities will be widely auailable to all members of the
community and a111evels 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, levei of training and number of
students and internships. These objecfives will include production and editing
techniques of a11 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 Programming consistent with this Agreement.
2. SPNN will maintain inventory control and records of ali Equipment with a
purchase price of $300 or more. The inventory will include the make and model
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number 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 carrizd on the inventory with a notation of date of disposal and value
received.
3. SPN1V will maintain and repair Equipment in a timely manner keeping record of
maintenance and repair, and maintaiuing 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 implement and enforce policies for check out and use of Equipment
and facilities, 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 Jr. Day, Presidents Day, Memorial Day
(last Monday in May}, Independence Day, Labor Day, Thanksgiving, Christmas
Eve Day, and Christmas 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 compiaints and responses regazding Equipment
condition and use policies. The log will be available at all reasonable times for
inspection by the City.
C. Access and Commwuty Programming 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 ail
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 will 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 (l) Community
Progranuning 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 Progranuning, including, but not
limited to: local sports events, parades, community and political events.
Community Progranuning 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 Heazing, and up
to three (3) other public events or meetings as requested by the Cable
Communica6ons Office. The City will provide its Video Production Supervisor,
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or other staff, on a staff-available basis for the production of City govermnent
related programm;ng. O7_� G`
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4. SPNN shall maintain and adhere to its written policy regazding the fair and equal
treatment 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 fixll-time Education Access Coordinator to serve the
educafional access community.
D. Promotion of Access
l. SPNN wiil 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 publicaty to increase
viewers, members, and users of SPNN's facilities and prograniming. SPNN will
evaluate the success of its promotional efforts on an annual basis with the results
reported, including a list and examples of ali promotional material generated, as
part of the annual report due.
2. SPNN will make its programxning schedules for the Access Channels available,
and will provide information on training and volunteer opportunities far 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 familiar with the
facilities, equipment, prograuuning, 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 a11 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. EquipmenUfacilities purchase, use, and maintenance;
b. Use of Access and Community Prograiuining channel time;
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c. Access training provided; and o 7 _ y �
d. Complaints or disputes related to Access or Community Programming.
3. The City will have the rig�t 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 agreed to by
the City and SPNN.
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 witYun tlurty (30) days. By
example, pernutted short-term obligations include credit card obligations,
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 bonow 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 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 $25,000.
SPNN's Equipment reserve fund balance will be displayed as a cleazly 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 ox 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 will be subject to a fair and open luring 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 positions and the impact of those
revisions on Access and Community Prograumiing.
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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ll. In the event an emergency situation prohibits the City nsing the Cable
Communications Office's studio and equipment, SPNN will provide to the City
the use of SPNN's facilities, inciuding studios, equipment and edit suites as
necessary in order for the City to conduct its video production operations unril the
emergency situation is over. The City will in turn provide snnilar use of the
Cable Communications Office's 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 2007 to be included with subsequent
Agreements.
III. REPORTING
SPNN shall submit the following reports:
A. A report identifying SPNN's training and access objectives for the term of this
Agreement will be submitted to the City by April 15.
B. SPNN will prepare and submit to the City's Cable Communications Office a balanced
annual operating budget for the subsequent yeaz by April 15. Such budget will be
approved by the SPNN Board 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 Board of
Directors and submitted to the City.
C. SPNN will submit audited fmancial 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, assumpfions, 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. 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. SPN1V will submit four (4) quarterly reports to the City's Cable Communications Office.
Reports will be submitted by January 15, Apri1 15, July 15 and October 15. The reports
will include SPNN's review of progress towards specific tazget results and goals and will
include at least the following:
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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 programtning,
number of hours and programs of first-nxu outside programming, total hours of
progranuniug cablecast by week for quarter, and cablecast failure rate for quarter.
2. A list of all compiaints, 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 Cable Communications Office.
The Annual Report will be submitted by 7uly 15, and wiil 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. Prograaiuning 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 progranuning, 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 yeaz plan.
8. The Community Programming plan far 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.
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10. Current Equipment inventory, and any revisions to the capital Equipment
replacement/acquisition plan that was developed in 2001. (� 7-t��
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. Cunent 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 Paui Administrative Code 84.06 Vendor
Outreach Program SPNN used during the cont�act yeaz, and total dollars SPNN
spent with such Vendors.
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 of Cable Connmunications Office
the Board of Directors member election results, appointments to the Board, and election
of Officers. The report will include a complete Boazd 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. EVALiTATION
SPNN agrees that an evaluafion of its performance under this Agreement, including an on-site
inspection, may be performed quarterly as determined by the City's Cable Communications
Officer azid following receipt of the Annuai 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 areas of
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noncompliance to SPNN within thirty (30) days. SPNN will respond to such notices thirty (30)
warking days of receipt in writing, detailing corrective actions to be taken to bring the matter
back into compliance. D .� _ ��
V. INSURANCE
A. SPNN shall carry 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.
1. Public Liability Insurance
a. Bodily Injury: $1,000,000 each occurrence, $2,000,000 aggregate.
b. Properiy Damage: $1,000,000 each accident, $2,000,000 aggregate.
c. Policy must include an"all services, products, ar completed transactions"
endorsement.
2. Automobile Insurance
a. Bodily Injury: $750,000 per person, $1,000,000 per accident.
3. Properiy damage not less than $50,000 per accident
4. Worker's Compensation and Employer's Liability
a. Worker's Compensation per Minnesota Statute.
b. Employer's Liability shall have minimum limits of $500,000 per accident;
$500,000 per employee; $S�O,OQ� per disease policy limit.
5. Property Insurance
a. SPNN shall carry insurance in an amount sufficient to repiace 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 a11
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 shall provide that the City be given
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not less than sixty (6�) days prior written notice of cancellation, non-renewal or
any material changes in the policy; including, but not limited to, coverage 07-�
amounts. Agent must state on the certificate if policy includes enors and
oxnissions coverage. -
c. 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 SPI�3N 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 Hannless
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 claimed or alleged injuries or damages received by any person or
property, including the City, resuiting from any act or omission 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 vesring 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 properry.
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 properry. SPNN will
have the right to dispose of old, outmoded aand superfluous Equipment in accordance with
ordinary business practices so long as any benefits azising from such disposition accrue to
the Designated Entity only. SPNN will submit in writing to the Ciiy'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 properry of SPNN with no right, title, or interest therein vesting in
the City.
VIi. STATUS OF EMPLOYEES
At all times, SPNN is an independent contractar 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
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benefits of City of Saint Paul employees.
VIII. HUMAN RIGHTS ORDINANCE
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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 Cable
Communications Officer.
IX. VENDOR OUTREACH PROGRAM
The City has a goal of assisting minority-owned, woman-owned, and sma11 economically
disadvantaged businesses to participate in public contracts through its Vendar Outreach Program,
which is addressed in Chapter 84 of the Saint Paul Administrative Code. The City requires
SPNN to make a good faith effort to purchase goods, supplies, and services in compliance with
the Vendor Outreach Program during this contract period.
X. OFFICIAL DESIGNATED — SPNN
SPNN designates its Executive Director as the person to be contacted by the City regazding this
Agreement. The Board of Directors of SPNN will be the final autl�ority in any SPNN 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 SPN1V regarding this Agreement.
XII. CITY 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
appointment process.
XIII. GRANT
A. SPNN represents that it has a valid and binding contract with the Cable Company
to provide PEG services, in accordance with the Franchise, and that it shall continue in
compliance with said contract throughout the term of this Agreement. For 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.
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B. Notwithstanding subsection A, above, the City, upon the recommendation of the Cable
Communications Officer, also reserves the right to withhold payment for noncompliance
with this Agreement, and it fiu�er reserves the right, at its sole discretion, to reallocate
fmancial suppozt to another Designated Entity ar to other cable-related purposes for
public benefit pursuant to the Franchise Agreement, Section 304.
Should the City decide to withhoid one or more payments for noncompliance as
detemuned 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 withheld,
2. Specific reasons for withholding payment,
3. Corrective actions requested, and
4. Identification of dates by which conective action is to be completed.
Should the City decide to reallocate fmancial 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 calendar days in advance of the reallocation and shall contain the following
information:
1. Amount being withheld,
2. Date that said amount will be withheld.
Should SPNN notify the City that it believes thaY a reallocation of fixuds will affect its
ability to fulfill its obligations under this Agreement, then both parties agree to reconsider
the Agreement, taking into account the impact of funding changes on SPNN's operations.
C. So as to ensure the long term survivability of SPNN, and in recognition of potentiai
hannfiil threats to PEG funding created by federal and/or state actions, SPNN will
continue to seek alternarive 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 a11 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 Cable Communications Officer. 5uch approval will not be unreasonably withheld.
XVI. TERNIINATION
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The City and SPP3N 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 Q�—y�
any provision contained in this Agreement to the contrary, SPNN will be enritled 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.
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 training and certification; forms necessary far 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, 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.
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
Tlus Agreement will commence on Febivu•y 1, 2007, and will remain in effect until December
31, 2007.
XXII. AMENDMENTS TO AGREEMENT
This Agreement may be amended by mutual Agreement of the parties. Additionally, both parties
acknowledge the City may grant additional cable franchises, and therefore, both parties agree
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this Agreement may be amended by the City so as to not be inconsistent with any such additional
franchises gxanted by the City. G7 y�
XXIII. AGREEMENT WHOLE AND CONCLUSIVE
The parties expressly state this Agreement, together with Appendices and Amendments,
including the Franchise Agreement, consritutes 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 specificaliy 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 all 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 St. Paul, Inc. d/b/a CITY OF SAINT PAUL
SAINT PAUL NEIGHBORHOOD NETWORK
President
Date
Executive Director
Date
Mayor
Date
Cable Communications Officer
Date
Director, Office of Technology
Date
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Approved as to form �-� � p
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Assistant City Attorney
Date
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