08-1401Council File # bg�
Green Sheet #3065103
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RESOLUTION
MINNESOTA
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WHEREAS, a contract for services (Performance Agreement) between the City of Saint Paul and the Saint Paul Nei�borhood
Network, hereinafter referred to as "SPNN," which outlines the duties, responsibilities and obligations of the parties with respect
to the mana�ement and provision of public and educational access and community progamming by the Designated Entity, and
which names SPNN as the Desi�ated Entity, has been in effect and will expire on January I, 2009; and
WHEREAS, 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 Ciry's current Aesignated for the term of this Agreement, January 1, 2009 —
December 31, 2009, 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
Bostrom ,r
Carter ,i
Harris �
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Stazk ,i
Thune �
Adopted by Council: Date ����3)���_
Adoption Certified by Co mcil Secretary
By: L 6/j9i � e a
Approved by Ma r: Date ,-�a�a �j l��jj �
BY� � �yL!! .you
Requested by Department of.
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By:
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A pq�roved by City Attomey �""•�--
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By:
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WHEREAS, the cable franchise agreement with Comcast of St. Paul, Inc., provides that the City may desi�nate a non-profit
entity, hereinafter referred to as the "Desi�nated Entiry," to mana�e public and educational access and community pro�aznming
on the local cable television system; and
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Departmenfl�celCouncil: Date Initiated:
TE -$eNnologyandManagemerd „_oE�B Green Sheet NO: 3065103
CofMact Person 8� Phone- Decartment Sent To Person InRiallDate
MikeR22�don y 0 echnolo audMana emeutSe F B� ��
s-$$�5 ' 1 echaol and Mana ement Se D artment Direc[or
Assign 2 ' Aitorne OTC Cti Attom
Must Be on Councii Agenda by (�ate): Number 3 or's Of6ce �
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Doc. Type: �SOLUTION Order 9 echnolo and Mana ement S O"" a' De artment
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E-Docume`HRequired: N _ � Ori' atin De arlment
DocumentColMact: MikeReardon
ConWctPhone: 6-8875
Total # of Signature Pages _(Clip All Locations for Signature)
Action Requested:
Approve the renewal of the City's Performance Agreement contract with Saint Paul Neighborhood Nerivork{SPN1V) for the� �
provision Public and Educari6nal access services and community programming for the period of January 1, 2009 - December 31,
2009.
Recommendations: Approve (A) or Reject (R): Personal Service Contrscts Must Answerlhe Following Questions:
Planning Commission 1, Has this person/firtn ever xrorked under a contract for this department?
CIB Committee Yes No
Civil Service Commission 2. Has this personlfirm ever been a city employee? �
Yes No
3. Does this persoNfirtn possess a skill not normally possessed by any
current city employee?
Yes No
�� Explain all yes answers on separete sheet and attach to green sheet. � .
Initiating Problem, Iss�es, Opportunity (Who, What, When, Where, Why):
The City's cunent contract with SPNN will expire December 31, 2008. Wihout amending and/or renewing the current conhact, there
would not be a Designated Entiry, as defined by the Ciry's Cable Franchise Ordinance, to pmvide PEG (public, education and
government) access services to Saint Paul residents, community agencies and schools who use these services.
AdvanWges If Approved:
Current Saint Paul PEG contract services will be conrinued to be pmvided by SPNN wthout interruption of services to the community,
Saint Paul residents, and schools that use these services.
Disadvantages If Approved:
None
DisadvanWges If NotApproved:
There would be no Designated Entity to provide Public and Educafional access services and community progamming.
TotalAmountof � � " "
Transaction: $0.00 Cost/Revenue Budgeted: N
Funding Source: Activity Number.
Financial Information:
(Explain)
december 15, 2008 8:16 AM Page 1
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PLEASE SEE M�1RY ERICKSON IF YOU'D LIKE A COPY OF THE
PERFORMANCE AGREEMENT.
� �ITY OF
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AGENDA OF TFIE SAINT PAUL CITY COUNCIL
Wednesday, December 23, 2008 - 3:30 p.m
CITY COUNCIL CFIAMBERS, 3RD FLOOR
City Hall and Court House
� , 15 West Kellogg Bonlevard
Mary Erickson - 651-266-8565
Kathryn Burger - 651-266-8515
Office of the City Council
Note: There will not be a meeting on December 31, the �fth Wednesday of the
month.
CONSENT AGENDA (Items 1 - X�
NOTE: ALL ITEMS LISTED UNDER CONSENT AGENDA WILL BE ENACTED BY ONE MOTION. THERE
WILL BE NO SEPAR.4TE DISCUSSION OF THESE ITEMS. IF DISCUSSIONIS DESIRED BYA
COUNCILMEMBER, THAT ITEM WILL BE REMOVED FROM THE CONSENT AGENDA AND
CONSIDERED SEPARATELY.
COMMUNICATIONS AND ADMINISTRATIVE ORDERS
1. Claim of Caribe C. Schreiber.
—\S (�
2. Letter m the Office of the City Attorney announcing a public hearin e the
City Council on January 7, 2009 to consider adverse action against t e Tatoo
Parlor license held by Jennifer E. Cobb, d/b/a Planet Ink, 1499 Universi venue.
3. Letter from the Office of the City Attorney announcing a public hearing before the
City Council on January 7, 2009 to consider the request of Shem Eriksrud
(Macy's) for an exception to general hours of operation far Skyway #16 which
crosses over Sixth (6�`) Street and connects Ecolab on 3'70 Wabasha Stzeet North
with Wells Fargo Place on 430 Wabasha Street North, Suite #200.
4. Administrative Order:
D002746 Amending the 2008 Depariment of Fire and Safety Services' 2006
Urban Area Security Initiative Grant budget.
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PERFORMANCE AGREEMENT
between
SAINT PAUL NEIGHBORHOOD NETWORK
and the
CITY OF SAINT PAUL
January 1, 2009 — December 31, 2009
An Agreement by and between the City of Saint Paul, Minnesota, a Minnesota municipal
corporation hereinafter referred to as "City," and Saint Paul Neighborhood Network, hereafter
referred to as"SPNN, a Minnesota non-profit corporation.
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Table of Contents
DEFINITIONS ......... .....................................................................................3
I. DESICNATION .....................................................................................4
II . SERVICES ...........................................................................................4
A. Training ........................................................................................4
B. Equipment and Facilities .....................................................................4
C. Access and Community Prograrmning 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
VIIL HUMAN RIGHTS ORDINANCE .............................................................13
IX. VENDOR OUTREACH PROGRAM .........................................................13
X. OFFICIALS DESIGNATED - SPNN .........................................................13
XI. OFFICIALS DESIGNATED - CITY ..........................................................13
XII. CITY APPOINTEES .............................................................................13
XIII GRANT .............................................................................................13
XIV. SEVEIZABILITY .................................................................................14
XV. SUBCONTRACTING ...........................................................................14
XVI. TERMINATION ..................................................................................14
XVII. CONDITIONS OF DISSOLUTION ............................................................15
XVIII. DISPOSITIONS OF DOCUMENTS/MATERIALS .........................................15
XIX. COMPLAINTS ....................................................................................15
XX. CONTINGENT FUNDING .....................................................................15
XXL TERM OF AGREEMENT .......................................................................15
XXII. AMENDMENTS TO AGREEMENT ..........................................................15
XXIII. AGREEMENT WHOLE AND CONCLUSIVE ..............................................16
XXIV. SIGNATURES ....................................................................................16
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WI'TNESSETH:
It is mutually agreed as follows by and between th
of the State of Minnesota, hereinafter referred to as
Network, hereinafter referred ta as"SPNN," a n
laws of the State of Minnesota.
e City of Saint Paul, a municipal corporation
"the City," and the Saint Paul Neighborhood
on-profit corporation incorporated under the
DEF'INITIONS
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 Mannesota 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, regula6on, or commitment
of Cable Company to the programming use of the general public and educational
institutions.
"Access Services" will refer to services, classes, Equipment, and/or facilities provided to the
general public and education institutions in support of the Access Channels. It will not
include services, Equipment and/or facilities of the city.
"Access Programuiing" will mean programining under the editorial control of Access users.
"Access Users" will inean those members of the community who create and/or present
prograinniing 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 prograiiiming. 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 programming" will mean programining under the editorial control of SPNN.
"Designated Entity" will mean a non-profit entity or enfities designated by the City and further
defined by the Franchise Agreement. This term applies to SPNN while this Agreement
is in effect.
"EquipmenY' will mean any durable goods purchased with funds provided by the Cable
Company. bc� �����
"Franchise Agreement" will mean Appendix 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. DESIGNATION
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 Progranuning in accordance with this contract and the Franchise Agreement.
A. Training
1. SPNN shail 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 all levels of video production experience, from beginning through
advanced. With this goai 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 intemships. These objectives will include production and editing
techniques of all levels. SPNN will conduct orientation classes for the general
public and training classes fox 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 facili5es for training, production, and administration of
Access and Community Programming consistent with this Agreement.
2. SPNN will maintain inventory control and records o£ 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. � / � O J
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 with each annual report.
4. SPNN will implement and enforce policies for check out and use of Equipment
and facilities, manage Equipmentlfacilities check out and use, and maintain a
cwrent 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 Yeaz'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 complaints and responses regazding Equipment
condition and use policies. The log will be a�ailable at all reasonable times for
inspection by the City.
C. Access and Community Progranuning Channel Time
l. SPNN will maintain and enforce policies and procedares for allocating, reserving
and using time on the designated Access Channels. Such policies and a11
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 federal, state, or local laws and regulations.
2. SPNN will be responsible far the playback of video, audio and text programming
on the four (4) designated Access Channels, and one (1) Communiry
Programming chaunel 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 Programuiing shall consist of an auerage of twenty (20) hours per
month and no less than sixteen (16) hours per month. Such prograruming 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 staff, on a staff-available basis for the
production of City government related progr�uiming.
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4. SPNN shall maintain and adhere to its written policy regarding 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 cl�anges 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
educational access community.
D. Promotion of Access
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 siYe, newsletter, and other means of publicity to increase
viewers, members, and users of SPNN's facilities and progranuning. 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 programming schedules for the Access Channels available,
and will provide information on training and volunteer opportunities for the
community. Methods of delivery include a regularly published newsletter, a
regulazly 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, 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
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 prepazed and delivered to the
Board of Directors.
2. SPNN will maintain the foliowing records and keep them available for review by
the City.
a. Equipment/facilities purchase, use, and maintenance;
b. Use of Access and Community Programming channel time;
c. Access training provided; and
d. Complaints or disputes related to Access or Community Prograuuning.
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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
regularly scheduled business hours or at such other time as mutually agreed to by
the City and SPNN. D � � I� �
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-terxn obligations which aze within the budget
submitted to the City and which will be repaid within thirty (30) days. By.
exampie, permitted 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 wili 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 pernussion from the Office of Media
Services. 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 Services within seven (7) days of discovering the matter, and ongoing
corrective action will be periodically reported to the City's Office of Media
Services until the Office of Media Services determines the matter is satisfactorily
resolved.
8. All paid positions will be subject to a fair and open hiring pxocess. 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 Programming.
9. SPNN will abide by and remain in cotnpliance 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 wst estimates, funding sources, and purchase timeframes.
11. In the event an emergency situation prohibits the City using the Office of Media
Services's studio and equipment, SPNN will provide to the City the use of
SPNN's facilities, including studios, equipment and edit suites as necessary in
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order for the City to conduct its video production operations until the emergency
situation is over. The City will in turn provide similar use of the Office of Media
Services'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. � u / ��J
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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 Offlce of Media Services a balanced annual
operating budget for the subsequent year by April 15. Such budget will be approved by
the SPNN Boazd of Directors and adhere to standard accounting and record keeping
practices.
1. The format of the proposed budget shall provide data for a three-year period: the
proposed budget, the current yeaz'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
Directars and submitted to the City.
C. SPNN will submit audited financial statements to the City's Office of Media Services by
July 15.
D. SPNN will provide the City's Office of Media Services a copy of its compiete 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, SPN1V 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 compare 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, July 15 and October 15. The reports
will include SPNN's review of progress towards specific target results and goals and will
include at least the following:
1. Programming statisfics on a per-channel basis for the past quarter and year-to-
date, including number of hours and programs of first-run 1oca1 progranuning,
number of hours and programs of first-run outside progrTimning, total hours of
programming cablecast by week for quarter, and cablecast failure rate for quarter.
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2. A list of all coinplaints, by category, received during the quarter and how and
when they were resolved. DQ �
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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.
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 statistics at year end; including number of inembers under each
membership category and prices for each category.
2. Programining statistics on a per-channel basis for the past year, including number
of hours and programs of first-run locai progatilining, 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 year and results of the prior year plan.
8. The Community Programming plan for the coming year and results of the prior
year plan.
9. A list of any Equipment disposed of during the past fiscal year, including
description of item, how disposed of, and any compensation received.
10. Current Equipment inventory, and any revisions to the capital Equipment
replacement/acquisition plan that was developed in 2001.
11. Current insurance documents.
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12. Updated business plan, including fund-raising initiatives and other plans to
generate revenue. b � �/'/� I
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13. A description of any changes to its strategic plan and reasons for the changes.
14. Current mission statement.
15. Current list of Board of Directors with short biographies.
16. Current list of stafF members and organizational chart.
17. Current employee and workplace policies.
18. Current access user and channel policies.
19. A list of any vendors identified in Saint Paul Administrative Code 84.06 Vendor
Outreach Program SPNN used during the contract year, and total dollars SPNN
spent with such Vendors.
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 Office of Media Services
the Board of Directors member election results, appointments to the Board, and election
of Officers. The report will inciude a complete Board roster with a brief bioa aphy 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 are to be reported promptly in wriring to the Office of Media Services.
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 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 Board of Directors and senior management as
part of the annual review. Any evaluation will be based on the fixlfillment of the terms and
conditions herein. Should the City find any instances of noncompliance after a review, the
Office of Media Services will transmit in writing a description of the areas of noncompliance to
SPNN within thirty (30) days. SPNN wili 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 b � /' /�/
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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 permits.
1. Public Liability Insurance
a. Bodily Injury: $1,000,000 each occurrence, $2,000,000 aggregate.
b. Properry Damage: $1,000,000 each accident, $2,000,000 aggregate.
c. Policy must include an "all services, products, or completed transactions"
endorsement.
2. Automobile Insurance
a. Bodily Injury: $750,OOQ per person, $1,000,000 per accident.
3. Property damage not less than $50,000 per accident
4. Worker's Compensation and Employer's Liability
a. Warker's Compensation 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. Properry Insurance
a. SPNN shall carry insurance in an amount sufficient to replace all property,
contents, Equipment and buildings at full replacement cost for the life of the
Agreement.
b. SPNN shall name the City of Saint Paul as an"Additional Loss Payee" on 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 aze 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
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 time to
verify that City requirements have been met. D � ,/ 1 /�/
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d. Nothing shall preclude the City from requiring 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 Hatmless
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 clauned or alleged injuries or damages received by any person or
property, including the City, resulting from any act or omission by any person employed
by SPNN in 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 time as SPNN, its successors and assigns, is acting
as the Designated EnYity, it is understood that SPNN is only the temporary custodian of
such property and that SPNN has no rights of ownership with respect to such property.
SPNN may not dispose of or otherwise use said property so as to enrich SPNN or to
deprive any future Designated Entity of the full benefits of this property. SPNN will
have the right to dispose of old, outmoded 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 contractar to the City. Neithez 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. AiJMAN RIGHTS ORDINANCE
SPNN agrees to be bound by Chapter 183 Human Rights, of Saint Paul Legislative Code, and
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that any complaints or potential violations shall be reported immediately to the City's Cable
Communications Officer. D � '/ � O �
IX. VENDOR OUTREACH PROGRAM
The City has a goal of assisting minority-owned, woman-owned, and small economically
disadvantaged businesses to participate in public contracts through its Vendor 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 regarding this
Agreement. The Board of Directors 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, and/or his/her designee, as the person to be
contacted by SPNN regazding 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 tt�e 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 Cabie Company
to provide PEG services, in accordance with the Franchise, and that it sha11 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.
B. Notwithstanding subsection A, above, the City, upon the recommendation of the O�ce
of Media Services, also reserves the right to withhold payment for noncompliance with
this Agreement, and it further 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
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 withheld, �g � ��/
2. Specific reasons for withholding payment,
3. Corrective actions requested, and
4. Identification of dates by which corrective 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 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 that a reallocation of funds will affect its
abiliry to fu1fi11 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 potential
harmful threats to PEG funding created by federal and/or state actions, SPNN will
continue to seek altemative 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. 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.
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XVII. CONDITIONS OF DISSOLUTION D � /)LO/
�
Subject to SPNN's right to pay its normal operating expenses, as set forth in paragraph XV, in
the event that the City transfers responsibiliues to another Designated Entity, or in the event of
the dissolurion 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 realiocation or dissolution. SPNN will immediately release control of all
Equipment and materials to the Ciry, 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 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 Media Services, 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 FiJNDING
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 wiil commence on January 1, 2009, and will remain in effect until December 31,
2009.
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
this Agreement may be amended by the City so as to not be inconsistent with any such additional
franchises granted by the City.
XXIII. AGREEMEI�T WHOLE AND CONCLUSNE
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
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Agreement are pertinent to SPNN's performance. No right or privilege is granted or conferred
by the Agreement except those specifically prescribed herein. In accepting this contract SPNN
acknowledges its rights hereunder are subject to the lawful exercise of the power of the City to
adopt and enforce general ordinances necessary to the safety and welfare o� the public, and
further that SP�IN wiii 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.
SA1NT PAUL NEIGHBORHOOD NETWORK
President
Date
Executive Director
Date
CITY OF SAINT PAUL
Mayor
Date
Office of Media Services
Date
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,, Dlrector, Office of Technology
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Date �
Approved as to form
Assistant City Attorney
Date
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