10-91Presented by
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CITY OF
Council File # � � - � �
Green Sheet # 3094676
RESOLUTION �
41NT PAUL, MINNESOTA
WHEREAS, the cable franchise agreement with Comcast of St. Paul, Inc., provides that the City may designate a non-profit
entiry, hereinafrer referred to as the "Desi�ated Entity;' 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 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 programming by the Designated Entity, and
which names SPNN as the Designated Entity, has been in effect and expired on January 1, 2010; and
WHEREAS, a new conhact has been negotiated and approved by the SPNN Board of Directors: and
WHEREAS, the City has determined that SPNN has performed its duties as Designated Entity in a satisfactory manner and the
City des'ues that SPNN continue its role as the Designated Entiry; now, therefore, be it
RESOLVED, that SPNN is hereby designated the City's current Designated for the term of this Agreement, retroactive to
January 1, 2010 and through December 31, 2010, 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 anH`mcorporated herein by reference.
Bostrom
C3i[CI
H2TC
Helgen
Stark
Thune
Adopted by Council: Date
1/
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Adoption Certified by C�cil Secretary
BY� �/>/lu /l ' ��v�
Approved by a Date � � �
BY� .—__� �I.C.� ���
Requested by Department o[
�EC�l/7D�D�'i i � ( r7�7 � ^ '{ �,-�O
/
By:
Approved b ity Attorney
BY� i`�T/S�t . /1.��[�
Approv Ma or Subm' sion to uncil
By:
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet
TE - �� of Technology and
Communiqtions
CotNact person & Phone:
Mike Reardon
266-8g75
Must Be on Council /\qentla 6y (Date):
20,1AN-1�
T RESOLUTION
E-Document Required: Y
Doeument ConWCt:
Contact Phone:
Date Initiated: " ( � � �/ j
a���2o,o Green Sheet NO: 3094676
y
Assign
Number
For
Routing
Order
ToWI # of SignaW re Pages _(Clip NI Locations for Signature)
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Aprpove the renewal of the City's PerFormance Agreement Conlract with the Saint Paul Neighborhood Network (SPNN) for the � �
provision of Public and Educational access services and community programming for the period of January 1, 2010 - December 31,
ZO10. --
Recommendatlons: Approve (A) or Reject (R):
Planning Commission
CIB Committee
Civil Service Commission
Personal Service Contracts Must Answer the Foilowing Questions:
1. Has ihis person/firm ever worked under a contract for this department?
Yes No
2. Has this person/firm ever been a city employee?
Yes No
3. Dces this person/firm possess a skill not nortnally possessed by any
current city empbYee?
Yes No
Explain all yes answers on separete sheet and aftach to green sheet.
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why):
The City's curtent contract wifl� SPNN e�cpired on December 31, 2009. Without renewing the contrnct there is no Designated EntiTy
to provide public and educa[ional access setvices to Sain[ Paul residents, community agencies and schools who use those services.
Advantages If Approved:
Current contracted services will be continued to be provided by SPNN.
DisadvanWges IfApproved:
None
� -_ � ,r � , � = �
���,�•.���
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DisadvaMages If Not Approved:
As per the Cable Franchise, there would be no Designated Enflty to provide such accessservices and community prograinming.
Total pmount of
Transaction:
Funding Source:
Financial Information:
(Explatn)
January 7, 2p1p 9:35 AM
CosURevenue Budgeted:
Activiiy Number:
Page 1
io-9i
PERFORMANCE AGREEMENT
between
SA1NT PAUL NEIGHBORHOOD NETWORK
and the
CITY OF SAINT PAUL
January 1, 2010 — December 31, 2010
An Agreement by and between the City of Saint Paul, Minnesota, a Minnesota municipal
corporation hereinafter referrec�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. DESIGNATION .....................................................................................4
II. SERVICES ...........................................................................................4
A. Training ........................................................................................4
B. Equipment and Facilities .....................................................................4
C. Access and Community Prograuuning Channel Time ...................................5
D. Promotion of Access .........................................................................6
E. Other Management Services ................................................................6
III.
IV.
V.
VI.
VII.
VIII.
IX.
X.
XI.
XII.
XIII.
XIV.
XV.
XVI.
XVII.
REPORTING. . . . . . . . . ... . .. . . . . . . . .. . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . .. . . . ... .. . ... . . . . . . . . . . . ....8
EVALUATION......... ... .. .... .................. ............ ............. ................... ...10
INSURANCE.................. .............. .......... ......... ...... ... .................... .....11
EQUIPMENT OWNERSHIP ..................................................................12
STATUS OF EMPLOYEES ....................................................................12
HUMAN RIGHTS ORDINANCE .............................................................13
VENDOR OUTREACH PROGRAM ........................................................13
OFFICIALS DESIGNATED — SPNN .........................................................13
OFFICIALS DESIGNATED — CITY ..........................................................13
CITYAPPOINTEES .............................................................................13
GRANT.............................................................................................13
SEVERABILITY...... ...... ......... ............... .................. ..................... ......14
SUBCONTRACTING...... . .. ...................................................... ............14
TERMINATION. . . . . .... . . . . . . . . . . . . . . . . . . . . . .. . .. . . . . . . . . . . . . . . .. . . . . . . . . . . .... . .. . ... . . . . . . . . ..14
CONDITIONS OF DISSOLUTION ............................................................15
XVIII. DISPOSITIONS OF DOCUMENTS/MATERIALS ........................................15
XIX. COMPLAINTS ....................................................................................15
XX. CONTINGENT FUNDING .....................................................................15
XXI. TERM OF AGREEMENT .......................................................................15
XXII. AMENDMENTS TO AGREEMENT ..........................................................15
XXIII. AGREEMENT WHOLE AND CONCLUSIVE ....................................:.........16
XXIV. SIGNATURES ....................................................................................16
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WITNESSETH:
It is mutually agreed as follows by and between the City of Saint Paul, a municipal corporation
of the Staze of Minnesota, hereinafter refened to as "the City," and the Saint Paul Neighborhood
Network, hereinafter refened to as "SPNN," a non-profit corporation incorporated under the
laws of the State of Minnesota.
DEFIlVITIONS
Far 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. Al1 such access, including cbannel 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 programming use of the general public and educational
institutions.
"Access Services" will refer to services, classes, Equipment, andJor 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 PrograTmuing" will mean programming under the editorial control of Access users.
"Access Users" will mean those members of the community who create andlor present
programming for playback on the Access Channels.
`Business" will mean all appropriate business activities in support of Access users and the
production of access and community programming. Such business may include the
solicitation of gifts of in-kind and monetary support.
"Cable Company" will mean, Comcast of St. Paul, Inc., its successors and assigns and any other
cable franchise granted by the City.
"Community progranuning" will mean progranuiiing under the editorial control of SPNN.
"Designated Entity" will mean a non-profit entity or entities designated by the Ciry and fiirther
defined by the Franchise Agreement This tenn applies to SPNN while this Agreement
is in effect.
"EquipmenY' will mean any durable goods purchased with funds provided by the Cable
Company.
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"Franckuse Agreement" wili mean Appendix H of the Saint Paul Legislative Code, tlae renewal
franchise granted to Comcast of St. Pau1, Inc., by the City of Saint Paul and any subsequenf
amendments approved by the Saint Pau1 City Council.
I. DESIGNATION
For the consideration hereinafter stated, the City nasnes SPNN as the Designated Entity for the
term of this contract.
II. SERVICES
SPNN agrees to provide management and promotional services to the pubiic to support Access
and Community Programming in accordance with this contract and the Franchise Agreement.
A. Training
1. SPIVN sha11 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 leveis 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 ediYing
techniques of all levels. SPNN will conduct orientation classes for the general
public and training ciasses 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 quarteriy
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 wiil 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
i. SPNN will maintain facilities for training, production, and administratian of
Access and Community Programming consistent with this Agreement.
2. SPNN will maintain inventory control and records of a11 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 contin��_91
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 Technology and Communications with each annual report.
4. SPNN will implement and enforce policies for check out and use of Equipment
and facilities, manage Equipmenbfacilities 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 wili maintain a log of complaints and responses regarding Equipment
condition and use policies. The 1og wi11 be available aC all reasonable times for
inspection by the Gity.
C. Access and Community Programming Channei Time
1. SPNN wi11 maintain and enfarce 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 Technology
and Communications 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 (1) Community
Programuiing 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 tl�an 5 percent of the total playback hours.
3. SPNN will produce and provide Communitp Programiuing via cable television,
the web/internet and other electronic formats and mediusns, fhat will include, but
not be limited to: local sports events, parades, eommunity and public affairs,
community education, political and culturat events and prograulming about non-
profits. The Community programming shall consist of no less than fifteen (15)
hours per month and no less than five (5) multi-media projects per month. Such
prograxnming will include the City Council and Mayoral Inaugurations, the
Mayor's State-of-the-City Address, the Jr.-Sr. Royaity Pageant, and up to four (4)
other public events ar maetings as requested bq the Office of Technology and
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Communications. The City will provide its staff, on a staff-available basis for t��_91
production of City government related programming.
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 acfivities with for-profit entities
ar 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 fuil-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 pubiicity to increase
viewers, members, and users of SPNN's facilities and prograuuuing. SPNN will
evaluate the success of its promotional efforts on an annual basis with the results
reported, including a list and examples of a11 promotional material generated, as
part of the annual report due.
2. SPNN will make its programming schedules for the Access Channels available,
and wi11 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 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 piace in conjunction with SPNN's
annual meeting.
E. Other Management Services
1. SPNN will pxovide to the City's Office of Technology and Communications a
meefing packet either tl�rough e-mail or the delivery of a hard copy, at least three
(3) business days prior to and for all meetings in which a meeting packet is
prepared and delivered to the Board of Directors.
2. SPNN will maintain the foilowing 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;
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c. Access training provided; and 10-41
d. Complaints or disputes related to Access ar Community Progxamming.
3. The City wiil 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 tbis Agreement and will be available for inspection during
regularly scheduled business hours or at such other tnne 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, SFNN, in the normal course of
business, may assume short-term obligations which are within the budget
submitted to the City and which wiil be repaid within thirty (30) days. By
exampie, pernritted short-term obligations include credit cazd obligations,
equipment purchase Agreements, revolving accounts for the purchase of supplies,
and accrued but unpaid employee benefits (e.g., accrued vacation days).
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 Office of Technology
and Communications. This request must include the reason for the requesY, 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 curtent 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 ar othei�vise represent a significanC unplanned reduction in
revenues or increase in expenditures or losses wiil be reported to the City's Office
of Technology and Communicarions within seven (7) days of discovering the
matter, and ongoing correcrive acrion will be periodically reported to the City's
Office of Technology and Communications until the Office of Technolagy and
Communications determines the matter is satisfacfarily resolved.
8. All paid positions will be subyect 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 Technology
and Communications for review, any revisions to its sYaffing positions and the
impact of those revisions on Access and Communiry Programming.
9. SPNN will abide by and remain in compliance with its organizational bylaws.
10. SPNN shall update its Equipment Replacement P1an and provide a copy of its
updated plan to the Ciry 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 prohibits the City using the Office p�_91
Technology and Communications 's studio and equipment, SPNN will provide to
the City the use of SPNN's faciiifies, inclad'mg 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 1um provide similar use of the
Office of Technology and Communications 's facilities in the event an emergency
situafion affects 5PNN's facilities/operations, with the understanding that the City
wi11 retain priority use of the City's facilities.
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 Office of Technology and Communications
a balanced annual operating budget far the subsequent year by April 15. Such budget
wiil be approved by the SPNN Board of Directors and adhere to standard accounting and
record keeping practices.
L The format of the proposed budget shall provide data far a Yhree-year 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 Baard of
Directors and submitted to the City.
C. SPNN wi11 submit audited financial statements to the City's Office of Technology and
Communications by July 15.
D. SPNN will provide the City's Office of Technology and Communications a copy of its
compiete monthly compiled financial statements prepared by a CPA wifhin 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 othenuise 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
financiai 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. SP1V1V will submit four (4} quarteriq reports to the City's Office of Technology and
Communications. Reports wiil be submitted by January 15, April 15, July 15 and
October 15. The reports wi11 include SPNN's review of progress towards specific target
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-tpe_91
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
prograiiuning cablecast by week for quarter, and cablecast failure rate for quarter.
2. A list of a11 complaints, hy category, received during the quarter and how and
when they were resolved.
3. Training staristics for public and educational access for the past quarter and yeaz-
to-date, including course schedules, attendance, recruiring efforts, dates, etc, far
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 Technology and
Communications. 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. Pragramining statistics on a per-channel basis for the past year, inaluding number
of hours and programs of first-run local programming, number of hours and
programs of first-run outside programuiing, and cablecast failure rate.
3. A list of a11 camplaints 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 pubiic access training plan for the coming year and results of the prior year
plan.
7. The educational access plan far 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.
4. A list of any Equipmesrt disposed o£ 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.
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I]. Cunent insurance documents. 10-91
12. Updated business plan, including fund-raising initiatives and other plans to
generate revenue.
13. A description of any changes to its strategic plan and reasons for the changes.
14. Current mission statement.
15. Current list of Board of Directors with short biographies.
16. Current list of staff inembers and organizational chart.
17. Current employee and workplace policies.
18. Current access user and channel policies.
19. A list of any vendors identified in Saint Paul Administrative Code 84.06 Vendor
Outreach Program SPNN used during the contract year, and total dollars SPNN
spent with such Vendors.
20_ A list and examples of a11 promotional materiai generated.
21. A copy of the current bylaws.
G. SPNN shall include with the annual report, to the City's of O�ce of Technology and
Communications, the Boazd of Directors member election results, appointments to the Board,
and election of Officers. The report will include a complete Board roster with a brief biography
of each member. The report will also include an analysis of the nominating process to recruit
individuals representing diverse communities of interest and relevant management and
professional experience to serve on the SPNN Board of Directors. Any changes to the Board
makeup ate to be reported promptly in writing to the Office of Technology and Communications
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 Technology and
Communications and following receipt of the Amival Report. The City's Office of Technology
and Communications may conduct an in-person evaluation session with the SPNN Board of
Directars and senior management as part of the annual review. Any evaluarian will be based on
Yhe fulfillment of the Yerms and conditions herein. Should the City find any instances of
noncompliance after a review, the Office of Technology and Communications will transmit in
writing a description of the areas of noncompliance to SPNN within thirty (30) days. SPNN wiil
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respond to such notices thirty (30} wotking days of receipt in writing, detailing conective actio�_
ta be talcen to bring the matter back into compliance.
V. INSUI2ANCE
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 are "Additional Insureds" where the policy permits.
l. Public LiabiliTy Insurance
a. Bodily Injury: $1,000,000 each occurrence, $2,000,000 aggregate.
b. Property Damage: $1,000,000 each accident, $2,000,000 aggregate.
c. Policy must include an "all services, products, ar completed transactions"
endorsement.
2. Automobile Tnsurance
a. Bodily Injury: $750,000 per person, $1,000,000 per accident.
3. Property damage not less than $50,000 per accident
4. Worker's Compensation and Employer's Liabil3ty
a. Worker's Compensation per Minnesota 5tatute.
b. Employer's Liability shali have minimum limits of $500,000 per accident;
$500,000 per employee; $500,000 per disease policy limit.
5. Property Insurance
a. SPNN shall carry insurance in an amount sufficient to replace a11 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 tertns 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 indicafe 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 fhan sixty (6Q) days prior written notice of cancellation, non-renewal or
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any material changes in the policy; including, but not limited to, covera��_91
amounts. Agent must state on the certificate if policy includes errors and
omissions coverage.
a The City reserves the right to review SPNN's insurance policies af any time to
verify that City requirements have been met.
d. Nothing shall preclude the City from requiring SPNN to purchase and provide
evidence of addirional insurance. SPNN is also encouraged to purchase any
additional ins�ance that it feels protects its interests.
7. Hold Harmless
SPNN shall indemnify, save and hold hannless, protect, and defend the City, its officers,
agents, and employees fram al1 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, resulting from any act ar omission by any person empioyed
by SPNN in carrying out the terms of this Agreement.
VI. EQUIPMENT OWNERSHIP
A. SPNN agrees that everything purchased with funds provided by the Cabie Company is
the sole property of the City with no right, title, or interest therein vesfing 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, ali revenues
recognized from the sale of Equipment and all Equipment purchased from these funds are
permanently restricted. I7uring such time as SPNN, its successors and assigns, is acting
as the Designated Entity, it is undexstood 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 wi11
have the right to dispose of old, outmoded and superfluous Equipment in accardance with
ordinary business practices so long as any benefits arising from such disposition acerue to
the Designated Entity only. SPNN will submit in writing to the City's Office of
Technology and Communiaatians 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 thereSn vesting in
the City.
VII. STATUS OF EMPLOYEES
At a11 times, SPNN is an indegendent 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 Paui employees.
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VIII. HUMAN RIGHTS ORDINANCE
SPNN agrees to be bound by Chapter 183 Human Rights, of Saint Paul Legislative Code, and
that any complaints or potential violations shall be reported immediately to the City's Cab1e
Communicarions Officer.
IX. VENDOR OUTREACH PROGRAM
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The City has a goal of assisting minority-owned, woman-owned, and small economically
disadvantaged businesses to participate in pubiic 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, suppiies, and services in compliance with
the Vendor Outreach Pro�-am 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 Technology and Communications , andlor his/her designee, as
the person to be contacted by SPNN regarding this Agreement.
XII. CITY APPOINTEES
The City, at its discretion, may appoint up to three persons as it so chooses, to serve one (i) year
terms on the SPNN Boazd of Directors consistent with SPNN's by laws and the City's
appoLntment 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 itt
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 Agteement.
B. Notwithstand'ang subsection A, above, the City, upon the recommendation of the Office
of TecYmology and Communications , also reserves the right to withhold payment for
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noncompliance with this Agreement, and it further reserves the right, at its so��_91
discretion, to reallocate financial support to another Designated Bntity or to other cable-
related putposes for pubiic benefit pursuant to the Franchise Agreement, Section 304.
Should the City decide to withhold one or more payments for noncompliance as
deternuned in Section III of this Agreemenf, 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 withhoiding payment,
3. Conective 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 SPI�3N
at least 90 calendaz days in advance of the reallocation and shall contain the following
information:
i . Amount being withheld,
2. Date that said amount will be withheld.
Should SPNN notify the City that it believes that a reallacation of funds will affect its
ability to fulfill its obligations under this Agreement, then both parties agree to reconsider
the AgreemenY, taking into account the impact of funding changes on SPNN's operations.
C. So as to ensure the long tertn survivability of SPNN, and in reco�Stion of potential
harmful threats to PEG fimding created by federal andlor state actions, SPNN will
continue to seek alternative funding sources throughout the ferm of this Agreement.
XIV. SEVERABILTTY
In the event any provision of this Agreement is deemed unconstitutional, illegal or void as a
matter of law, the parties agree that ali of the provisions of this Agreement, which aze 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 reaeived fram
the City's Office of Technology and Communications . Such approval will not be unreasonably
withheld.
X�'I. TERD�NATION
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
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any provision contained in this Agreement to the contrary, SPNN
expenses incurred in the normal course of its business until such tim
any transfer pursuant to pazagraph XVI.
XVII. CONDITIONS OF DISSOLUTION
will be entitled to pay i��_91
e as it is obligated to affect
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 Enrity, 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 reallocatian 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 DOCIJMENTSIMATERIALS
In the event that the City transfers responsibility to another Designated Entity, or in the event af
the dissolution of SPNN, SP1V1V 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 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 Technology and Communications,
complaints concerning the operation of the cable system that have a bearing on SPNN's
perforniance under this Agreement. The Office of Technology and Communications 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 wiil commence on January 1, 2010, and will remain in effect until December 31,
2010.
XXII. AMENDMENTS TO AGREEMENT
This Agreement may be amended by muhzal Agreement of the parties. Additionally, both parties
acknowledge the City may grant addirional cable franchises, and therefore, both parties agree
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this Agreement may be amended by the City so as to nat be inconsistent with any such addirion�_9�
franchises granted by the City.
�III. AGREEMENT WHOLE AND CONCLU5IVE
The parties expressly state this Agreement, together with Appendices and Amendments,
including the Franchise Agreement, constitutes the whole understanding of the parties as to the
performance of SPNN pursuant to this Agreement and no understandings outside of the
Agreement are pertinent to SPNN's performance. No right or priviiege is granted or confened
by the Agreement except those specifically prescribed herein. In accepting this contract SPNN
acknowledges its rights hereunder are subject to the lawful exercise of the power Qf 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.
SAINT PAUL NEIGHBORHOOD NETWORK
Presidenf
CITY OF SAINT PAUL
Mayor
Date
Executive Director
Date
Date
Cable Communications Officer
Date
Director, Office
Communications
Date
Approved as to form
of Technology &
Assistant City Attorney
Date
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