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97-1044Council File # � -. . = ; t- ��.. __.... ._ Presented By Referred To Committee: Date /� i WHEREAS, Appendix H of the Saint Paul Legislative Code provides that the City may designate a non- 2 profit entity (Designated Entiry) or entities to manage public and educational access and community 3 programming on the local cable television system; and 4 WHEREAS, a contract for services between the City of Saint Paul and Cable Access St. Paul, Inc., d.b.a. 5 Saint Paul Neighborhood Network, (SPNN) which outlines the duties, responsibilities and obligations of the 6 parties with respect to the provision of goods and services by the Designated Entity was extended on June 7 30, 1997; and 8 WEiCREAS, the current contract expires August 31, 1997; and 9 WHEREAS, the City has determined that Cable Access St. Paul, Inc., d.b.a. Saint Paul Neighborhood 10 Network, (SPNN) has performed its duties as Designated Entity in a manner satisfactory to the City; now 11 therefare be it 12 RESOLVED, that the contract for services between the City of Saint Paul and Cable Access Saint Paul, Inc., 13 d.b.a. Saint Paul Neighborhood Network, (SPNN) be entered into and be in effect untii June 30, 1998. fr===== II II Yeas �� Navs II Absent �� Blakey �� sostrom II— ��' II II II II coll�ns II ✓ II II II II Harris II L� II �I II �� Meaard ��_J�� II Morton �� I Thune II II �� ✓ II ��_______________�I===�==I �====J Adopted by Council: Date � Adoption Certified by Council Secretary Requested by Department of: 91C�n .u.o�o � i BY: C _ lA .�+\ Form Approved by City Attorney By. -� t BY � �� a- �r,-�.�2 _ �� /�� l�� Approved by Mayor: Date ��24F��- RESOLUTION Green Sheet PAUL, MINNESOTA 9'1-to�y �� BY: �V�-�- �'i � t o�}� DEPARTMENTADFFICE/COUNqL OATE INITIATED 3 7 9 7 8 Technology & Managmenet Sexvices 8/11/97 GREEN SHEET CONTACT PERSON & PHONE INITIAVDATE INRIAVDATE O DEPARTMENT DIRECTOR � qTY COUNCIL Holl Hansen 266-8875 ^�10N OCINATTOFNEV �CITYCLEFK MUST BE ON COIINCIt AGENDA 8Y (DATE) ROUTINGFOR O�� DIflECTOR O FIN. & MGT. SERVICES DIR. L�.11 llSt 1997 OROER �MAVOR(ORASSISTAN'I� � TOTAL # OF SIGNATURE PAGES 4 (CLIP ALL LOCATIONS POR SIGNATURE) ACTION FEQUESTEO: Approve City's contract with Saint Paul Neighborhood Network, (SPNI� effective until June 30, 1998. � RECOMMENDATIONS: Approve (A) or Reject (p) PERSONAL SERVICE CONTRACTS MUST ANSWER TXE FOLLOWING �UESTONS: _ PIANNING COMMISSION _ CIVIL SERVICE COMMISSION 1_ Has this perso�Rirm ever worked untler a coMrect for this departmeni? _ CIB COMMITfEE _ �'ES NO _ STAFP 2. Has this person/firm ever been a city employee? — YES NO , oiSiRIGT COURi _ 3. Does this person/firm possess a skill not normally possessed by any current ciry emp�oyee? SUPPORTS WHICH COUNCIL O&IECTIVE7 YES NO Explaln ell yes answers on separate aheet antl atteeh to green shee[ INITIATING PROBLEM, ISSUE, OPPOflTUNIN (Who, What, When. Where, Why) City's coniract with Saint Paul Neighborhood Network will expire August 31, 1997; SPNN is the "Designated Access Enrity" and the City needs them to deliver P.E.G. (Public Educafions and Govemment) access services and prograxvming. ADVANTAGESIFAPPROVED: Current P.E.G. contract services will not be interrupted and Saint Paul Neighborhood Network will remain accountable for contract performance regarding P.E.G. services. DISADVANTAGES IF APPROVED. � c i' .. . a , ;A NONE �i�S1PGf� ��'.�^�� s�@Y ��,� �>.s �'�t .., �� 1�37 �,Uv � r 1��7 n :. ; , �"�.r �' ; k ' � �� ;� _ �{�,_ DISADVANTAGES IF NOTAPPROVED There would be no guarantee regarding SPNN's performance in delivering P.E.G. access services and these services, including playback of City Channel 18, could be disrupted as there would be no "designated entity" in accordance with Appendix H of the Saint Paul Legislative Code. TOTAL AMOUNT OF TRANSAC710N S 8 SOO COST/REVENUE BUDGETED (CIRCLE ONE) YES NO FUNDIfdG SOURCE 166 - 31121 ACTIVITY NUMBEH 31121 FINANCIAL INFORf.SATION: (EXPLAIN) q�,- rdy� PERFORMAl\�CE AGREEMENT befcveen CABLE ACCESS - ST. PAUL, II�TC. d. b. a. SAINT PAUL NEIGHBORHOOD NETWORK and the CITY OF SAINT PAUL An Agieement by and between the City of Saint Paul, Minnesota, a Minnesota municipal corporation hereinafrer referred to as "Ciry", and Cable Access — St. Paul, Inc., a Minnesota non-profit corporation, d.b.a. Saint Paul Neighborhood Network, heieafrer referred to as " SPNN". Coments of This Document I. II. III. IV. V. VI. VII. VIII. IX. X. XI XII XIII. XIV. XV. XVI. XVII. XVIII XIX. XX. DEFINITIONS ............................................ 2 SERVICES ............................................... 3 BVALUATION ............................................. 8 EQUIPMENT OWNERSHIP .................................... 8 STATUS OF E?�4PLOYbES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 HUMAN RIGHTS ORDINANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 TARGETED VENDOR PROGRAM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 OFFICIALSDESIGNATED SPNN ............................... 9 OFFICIALS DESIGNATED — CITY .............................. 9 GRANT .................................................. 9 SEVERABILITY ........................................... ]0 SUBCONTRACTING ........................................ 10 TERMINATION ........................................... 10 CONDITIONS OF DISSOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ]0 DISPOSITION OF DOCUA4ENTS/MATERIALS . . . . . . . . . . . . . . . . . . . . . . 10 COMPLAIIvTS ............................................ ]1 CONTINGENT FUNDING .................................... ]1 TERM OF AGREBMEIvTT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 AMENDr4ENTS TO AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 AGREEMENT WHOLE AND CONCLUSIVE ....................... 12 SIGNATURES ............................................ ]2 1 WITNESSETH: It is mutually agreed by and between the City and SPNN as follows: DEFINITIONS For purpose of this Agreement: e lo�y "Access" shall mean the privilege of any one who works or lives in Saint Paul to use ihe facilities, equipment, and the cable Access Channels provided by Minnesota Statutes and local ordinance. All such access, including channel tune, equipment, and staff, shall be available on a first- come, first-served non-discriminatory basis. "Access Channe]s" shall mean those channels dedicated by law, rule, re,,aulation, or commitment of Cable Company to the proeramming use of the general public and educational instimtions. "Access services" shall refer to services, equipment, and/or facilities provided to the general public and educational institutions in support of the Access Channels. It shall not include services, equipment, and/or facilities of the City. "Access Programming" shall mean pro�ranuning under the editorial control of access users. "Access Users" shall mezn those members of the community who create and/or present pro�ramming for playback on the access cab]e channels. "Appendix H" shall mean Appendix H of the Saint Paul Legislative Code. "Business" shall mean all appropriate business activities in support of access users and the production of access and community progra�nming. Such business may include the solicitation of gifts of in-kind and monetary support. assigns. "Cable Company" shall mean Continental Cablevision of Saint Paul, Inc., its successors and "Community Programming" shall mean programming under the editorial control of SPNN. "Aesi�nated Entity" sha11 mean a non-profit entity or entities designated by the City and funher defined by Appendix H. "Equipment" shall mean any durable _os ods purchases made with funds provided by the Cable Company. 9'1 • toyy I. SERVICES For the consideration hereinafter stated, the Ciry names SPNN as the Designated Entity for the term of this contraM and SPNN agrees to provide management and promotional services io support Access and Community Proeramming in accordance with this contract and Appendix H. TASK I. Training 1. SPNN shall conduct an introductory access orientation course. The course shall consist of public access television philosophy, SPNN policies and procedures, audience development, how to use public access, SPI�TN course offerings, publicity and promotion, and tours of the studios, edit suites, access equipment and van. The introductory access orientation course shall consist of at least three contact hours per class, and such classes will be held at least once per month. 2. Basic level courses in video production, including smdio production, field production, and editing, shall be offered at ]east once every fi��e weeks. 3. Intermediate leve] courses in video production,including studio production, �ield production, and editing, shall be offered at ]east once every two months. 4. Advanced level courses in advanced video production techniques shall be offered at least once every two montl�s. 5. SPNN will take an active role in recruiting access users for its classes. Class recruitment sha11 be included in at ]east 8090 of all promotion materials. 6. SPNI3 will provide at ]east two special training or orientation programs per year to meet special needs of local instimtions and/or oreaniaations. 7. SPNN will maintain a formal internship program involving at least 10 students annual]y from the secondary and post secondary education communities in Saint Paul. 8. SPNN will manage the scheduling, registration, record keeping, production of materiais, evaluation, and other administrative tasks, including quarterly reports, for all of its educational and training activities. Such reports shall include student evaluations of theii training. Task II: Equipment and Facilities 1. SPI�TN will maintain inventory control and records of all Equipment with a purchase price of S300 or more. The inventory shall include the make and model number of the Bquipment, serial number, purchase date and price, and current location and condition of each piece of Equipment. Any Equipment which is disposed of shall continue to be carried on the inventory with a notation of date uf disposal and value received. q� • �o4y 2. SPNN shall maintain and repair Equipment in a timely manner keeping record of maintenance and repair, and maintain a plan for the purchase, replacement and acquisition of Bquipment. Such plan and revisions shall be submitted to the City's Cable Communications O�cer with each annual report. 3. SPI�TN will implement and enforce policies for check out and use of Equipment and facilities, manage F�uipmentlfacilities 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 followin� holidays: Ne�v Year's Day, Memorial Day (last Monday in May), Independence Day, Labor Day, Thanksgiving, Christmas Eve, and Christmas Day. 4. SPNI3 wil] maintain a log of complaints and responses regarding Equipment condition and use policies. The log shall be available at all reasonable times for inspection by the Ciry. 5. SPNN will maintain insurance in an amount and form acceptable to the City on all Equipment and facilities managed by SPNN, naming the Designated Entity as the insured and the City as co- insured, All insurance dowments shall be submitted to the City's Cable Communications Officer with the annual report and within thirty (30) days whenever amended. 6. SPNN will maintain faci]ities for training (as described in Task I), production, and administration of Access and Conununity Programming consistent with this Agreement. Task III: Access and Community Programming Channel Time 1. SPN23 shall maintain and enforce policies and procedures for allocating, reserving and using time on the desienated Access Channels. Such policies and all subsequent policy changes shall be submitted to the City's Cable Communicacions Officer within thirty (30) days of a change. No program cablecast on an access channel shall violate federal, state, or ]ocal statutes. 2. SPNN shall be responsible for the playback of video, audio and text programming on the thrte four designated Access channels, one Government access channel, and one Conm�unity Programming channel in accordance with SPNN's established policies and procedures. SPNN shall 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. SPI3N will produce and provide Community Programming, including, but not limited to, local sports events, parades, social and political events consisting of an average of 20 hours per month. Such programming shall include �he City Council and Mayoral Inauguration, the Mayor's State-of-the-City Address, the 7r.— Sr. Royalty Pageant, the Truth-in-Taxation Hearing, and up to three other public events or meetings as requested by the Cable Communications Officer. The City will provide a liaison on a staff available basis for the production of city government related programming. 4. SPI�TN shall not en2age in commercial production activities with for-profit entities. 5. SPNN will provide a fu]]-time Educational Access Coordinator to serve the educational access community. Furthermore, SPNN wil] maintain an active Educational Access Committee comprised of 9�-�oyy representatives from public and private schools, both K-12 and post secondary, to work with SPNN in the coordination and provision of Access sen�ices to the educational community in Saint Paul. Task IV: Promotion of Access 1. SPNN shall develop a strateeic plan for the promotion of access and communiry programming and submit this plan to the City by October 31,_1997. This plan shall include the following: • Promotional activities detailed in Article III Section 6 of Appendix H shall be included in this plan.. • Outreach strategies co increase membership, viewership, number of acti��e program producers, and overall SPNN visibility. • Community programming strategies, including proposals to collaborate with community organizations to provide relevant programming for Saint Paul. Such programming should include broad geographic, cultural and interest appeal. • Fundraising strategies, including underwritin„ aid membership, and corporate/foundations support. • A publicity plan which details outreach efforts to advertise programming and production opportunities. The plan shall also address issues raised by the 1997 Community Needs Assessment conducted by SPNN. SPI3N shall report on the effectiveness of its plan and different promotional tactics as part of i[s Quarterly and Annual Reports. 2. SPNN shall create and make available to the public at least one printed document describing the Access a.i3 Communiry Programming resources available in the City of Saint Paul and how citizens of Saint Paul may make use of the described resources. 3. SPNN shail provide information about Access and Community Programming activities on a regular basis for publication in Saint Paul community newspapers and other media at least once a month. 4. SPNN shall print, or arrange for printing, and distribute monthly schedules of programs cablecast on the designated Access Channels and Government Access Channel. At least 2,000 schedules sl�ou]d be distributed each month. 5. SPNN shall provide or arrange for speakers to discuss Access and Community Programming activities and opportunities in Saint Paul. Such speaking opportunities shall be arranged upon request of a community organization or the City. 6. SPNN shall take advantage of its own videa production services and produce programs and PSAs which explain how to use SPNN services and describe to tl�e community what is available at SPNN. These programs or PSAs shall be cablecast at least five times per week. 7. SPNN shall actively promote a community-based forum featuring Saint Paul organizations and issues and produce it twice a month. Q �t - �o y'i 8. SPNN shali hold open houses on a quarterly basis and invite the generai public, schools, local organizations and instimtions. Task V: Other Management Services 1. SPNN will provide in a timely manner notices and minutes of annual and special membership meetings and notices and minutes of all Board of Directors' meetings to the City's Cable Communications Officer. 2. SPNN will maintain records of Equipment/facilities purchase, use, and maintenance; use of Access and Community Programming channel time; records of Access training; and complaints or disputes re]ated to Access or Community Programming. These records shall be available at all reasonable tnnes for review by the City. 3. The City shall have the right to inspect SPNN's business records and copy them at no expense to the City. SPNN's business records shall be maintained in conformance with this Agreement and shall be available for inspection during regularly scheduled business hours or at such other time murually agreed to by the City and SPI�'N. 4. SPNN wili prepare and submit to the City's Cab]e Communications Officer a balanced annual operating bud�et for the subsequent year at least 60 days before the end of SPNN's fiscal year. Such budget shall be approved by the SPNN Board of Directors and adhere to standard accounting and record keeping practices. As part of its business operation, SPNN shall submit to the City's Cable Communications Officer month]y financial statements and shall, at its expense, contract for a year-end audit by a Certified Public Accountant. SPNN shall submit audited financial statements to the City's Cab]e Conununications Officer 120 days afrer year end. The report shall include a statement of the auditor's verification of compliance with the provisions oi Tasks I- V contained herein, and any erceptions noted. SPNN sha11 submit a plan for corrective action, i€ exceptions are significant. 5. SPNN will provide copies of budget vs. actual expenditures to the City's Cable Communications Officer 90 days a8er fiscal year end. 6. 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 shall be reported to the City's Cable Communications Officer within seven (7) days of discovering the matter and ongoing corrective action shall be periodically reported to the City's Cable Communications Officer. 7. All paid positions, including that of the Executive Director, shall be subject to a fair and open hiring process. SPNN shail comply w�ich or exceed all federal, state, and local laws and regulations relatin� to equal employment opportunity. SPNN will submit to the City's Cable Communications Of£cer for review, any revisions to its staffing plan, outlining its pioposed personnel commitments to fulfill the tasks in this Agreement; including training, general access, educational access, program playback, Community Programming production, and volunteer and staff development. � q'1- �oyy 8. SPNN will prepare and submit four quarterly reports and an annual year end report to the City's Cable Communications Officer on the activities and tasks enumerated in this agreement. Reports shall be based on SPI�TN's fiscal year and submitted on September 15, December 15, March I5, and June 15. The Annua] Report shall be submitted on 7uly 15. 9. SPNN shall submit to the City's Cable Communications O�cer a report on the Board of Directors nomination process. The process shall be committed to recruitrnent of individua]s representing diverse communities of interest and relevant business and professional experience. Within 30 days following its Annual Meeting, SPNN shall report to the City's Cable Communications Officer the Board of Directors election resulu. The report shall include a complete Board roster (including appointed members) and a brief biography of each. 10. SPNN's Annual Report shall be submitted to the City's Cable Communications Officer on or before July 15, �99=F and shall contain at ]east the fol]oa�ing information: ♦ Membership statistics at year end; including number of inembers under each membership category. ♦ Programming statistics on a per-channel basis for the past fiscal year, including: number of hours and programs of first-run local programming, number of hours and programs of first-run outside programmine, total hours of programming cablecast by week, and cablecast failure rate. ♦ A list of all complaints received durin� the past fiscal year and how and when they were resolved ♦ Training statistics for public and educational access for ihe past fiscal year, including course schedules, attendance, recruiting efforts, etc., as described in Task I. ♦ Public access training plan for the coming year and results of the prior year plan ♦ Educational access plan for the coming year and results of the prior year plan ♦ Community Programming plan for the coming year and results of the prior year plan ♦ A list of any Equipment disposed of during the past fiscal year, including description of item, how disposed of, and any compensation received for the Equipment ♦ Current Equipment inventory, and rep]acemenUacquisition plan ♦ Current insurance documents ♦ Updated business plan, including fundraising initiatives and other plans to generate revenue ♦ Current mission statement ♦ Current list of Board of Directors with short biographies ♦ Current list of staff inembers and or¢anizational chart ♦ Current employee po]icies v ♦ Current access user and channe] policies ♦ Current membership categories, prices, and benefits with Tareeted Vendors. i l. SPNN shall develop a business plan and present it to the City by December 31, 1997 which addresses how SPNN will operate in 1998 and 1999 under at least the following three scenarios: a) funding from the cable operator remains relatively unchanged under a renewed franchise ; b) funding from the cable operator is approximately half the cuzrent amount under a renewed franchise; and c) funding from the cable operator ceases under a renewed franchise. The business plan shall, at a minimum, address how PEG access and Community Programming would be affected under each of q'1- t oy`,l these scenarios, how facilities and equipment purchases would be affected under each of these scenarios, and identify possible revenue sources, spending categories, and courses of action. II. EVALUATION SPNN agrees that an evaluation of its performance under this Agreement, including an on-site inspection, may be performed quarterly as determined by the City's Cable Communications O�cer and following receipt of the Annual Report. The Ciry's Cable Communications Officer may conduct an in- person evaluation session with the SPNN Board of Directors and senior management as part of the annual review. Any evaluation shall be based on the fulfillment of the terms and conditions herein. Should the City find any instances of noncompliance afrer a review, the Cable Communications Officer shall transmit in writing a description of the areas of noncompliance to SPI�'N within 30 days. SPNN shall respond to such notices within 15 working days of ieceipt in wiiting, detailing corrective actions to be taken. III. EQUIPMENT OWNERSHIP SPNN a�rees that everything purchased with funds provided by the Cable Company is the sole property of the Designated Entity with no right, title, or interest therein vesting in SPNN. During such time as SPNN, its successors and assims, is acting as the Designated Entity, it is understood that SPNN is only the temporary custodian of such property and that SPNN has no rights of ownership with respect to such property. SPNN may not dispose of or otherwise use said property so as to enrich SPNN or to deprive any future Designated Entity of the full benefits of this property. The Designated Entity shall have the right to dispose of old, outmoded and superfluous Bquipment in accordance with ordinary business practices so long as any benefits arising from such disposition accrue to the Designated Entity only. SPNN shall submit in writing to the City's Cable Communications Officer any plans to dispose of Equipment at least two weeks prior to any such action. City agrees that everything purchased with funds otl�er than those provided by the Cable Company is the sole property of SPNN with no right, title, or interest therein vesting in the City. IV. STATUS OF EMPLOYEES At all times, SPi3N is an independent contractor. Neither SPNN nor its agents or its employees are employees of the City and are entitled to none of the rights, privileges, and benefits granted regular City employees. V. HUMAN RIGHTS ORDINANCE SPNN agrees to be bound by Chapter 183 of Saint Paul Legislative Code. �t'1- loyy VI. TARGETED VENDOR DEVELOPMENT PROGRAM The Ciry has a goal of assisting economically disadvantaged businesses to participate in public contracts through its Targeted Vendor Development Program, which is addressed in Chapter 81 of the Saint Paul Administrative Code. The City requires SPNN to make a good faith effort to purchase goods, supplies, and services from Targeted Vendors certified with the City during this contract period. VII. OFFICIALS DESIGNATED — SPATN SPNN designates its Executive Director as the person to be contacted by the City regarding this Agreement. The Board of Ditectors of SPNN shall be the final authority in any SPNN policy determinations. VIII. OFFICIALS DESIGNATED — CITY The City designates the Cable Communications OfFcer of the Technology and Management Services Department as the gerson to be concacted by SPNN regarding this Agreement. IX. GRANT For SPNN's faithful performance of the services set forth in this contract, the City agrees to direct the Cable Company to pay the operating payment to SPNN according to Saint Paul Legislative Code Appendix H, Article III, Section 6k {ii). In addition, the City will pay SPNN a total of 58,500 annually for the provision of agreed promotion and playback services. The City, upon the recommendation of the Cable Communications Officer, also reserves the right to withhold payment for noncompliance with this Agreement, and further reserves the right to reallocate financial support to another Designated Entity or to other cable-related purposes for public benefit pursuant to Saint Paul L,egislative Code Appendix H, Article III, Section 6d. Should the City decide to withhold one or more payments for noncompliance as determined in section II, the City shall send a written notice to SPNN at least fourteen working days in advance containing the following information: Amount being withheld Specific reasons for withholding payment; Cozrective actions reques2ed; Identifcation of dates by which corrective action is to be completed. q�•�°yy X. SEVERABILITY In the event any provision of this Agreement is deemed unconstitutional, illegal or void as a matter of law, the parties agree that al] of the provisions of this Agreement which are not affected by such an occurrence shall constitute a full and complete Agreement between the parties. XI. SUBCONTRACTII�TG SPNN may not subcontract portions of this Agreement until written approval is received from the City's Cable Communications Officer; such approval shall not be unreasonably withheld. XII. TERA4INATION 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 days written notice. Notwithstanding any provision contained in this Agreement to the contrary, SPNN shall be entitied to pay its expenses incurred in the normal course of its business until such time as it is obligated to effect the below-referenced transfer. XIII. CONDITIONS OF DISSOLUTION Subject to SPNN's right to pap its normal operating expenses, as set forth above, 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 of current or past annual Operating Payments shall be paid to any other Designated Entity, within 90 days of notification of reallocation or dissolution. SPNN shalt immediately release control of al] equipment and materials to the City, excepting those items which are identified in the books and records of SPNIvT as purchased with funds other than those received from the Cable Company. XIV. DISPOSITION OF DOCUMENTS/MATERIALS In the event that the City transfers responsibility to another Designated Entit_y, or in the event of the dissolution of SPNA', SPI�'N shall 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 to the day-to-day operations of access; operating policies and procedures. This requiremen[ shall not include any SPNN membership lists. [(17 �i�' �°W`l XV. COT4PLAINTS SPNN may, at any time, file in writing wich [he Office of Cable Communications, complaints concerning the operation of the cable system that have a bearing on SPI�TN's performance under this Agreement. The Cable Communications Officer shall investigate the complaints pursuant to Saint Paul Legislative Code §430.034. XVI. CO23TINGENT FUNDING Continued performance of this Agreement by the City is contingent upon continued funding of Access and Community Programming in accordance with Appendix H of the Saint Paul Legislative Code. XVII. TERM OF AGREEMENT This Agreement sha11 commence on the date the Council resolution approving this document goes into effect and shall remain in effect until June 30, 1998. XVITI. AMENDMENTS TO AGREEMENT This Agreement may be amended upon the mutual agreement of SPNN and the Ciry. All amendments shall be in writing and effective upon execution by duly qualified officers of SPNN and the City. 11 a � - ►�yy XIX. AGREEM�NT WHOLE AND CONCLUSNE The parties expressly state that this Agreement, together with Appendixes and Amendments, constitutes the whole understanding of the parties as to the performance of SPNN pursuant to Saint Paul L.egislative code, Appendix H, Article IIT, Section 6 and that no understandings outside of the Agreement are pertinent to SPNN's performance. No right or privilege is granted or conferred by the Agreement except those specifically prescribed herein. In accepting this contract SPNN acknowledges that its rights hereunder are subject to the lawful exercise of the police power of the Ciry to adopt and enforce general ordinances necessary to the safety and welfare of the public, and further that SPNN sha11 at a11 times comply with all applicable present and futuie laws, rules and regulations. XX. SIGNATURES IN WITNESS HEREOF, the parties have set their hands on the dates indicated. CITY OF OF SAINT PAUL Cable Access St. Paul, Inc. d.b.a. SAINT PAUL NEIGHBORHOOD IdETWORK Its President �t�rl(?z��7 Dat� �— Approve as to form: � Assi tant City Attomey L� ��" / � Date SPhN.contN7.4 ��;�� Norm Coleman, Mayor � , � Date C ��L�ild"�'1'\ Director, Dept. Technology & Management �.I� -�i Date �/�`� D' t of Financial Services g� (� Date �(` 3t'12/ 8 `7'`i7 IZ Council File # � -. . = ; t- ��.. __.... ._ Presented By Referred To Committee: Date /� i WHEREAS, Appendix H of the Saint Paul Legislative Code provides that the City may designate a non- 2 profit entity (Designated Entiry) or entities to manage public and educational access and community 3 programming on the local cable television system; and 4 WHEREAS, a contract for services between the City of Saint Paul and Cable Access St. Paul, Inc., d.b.a. 5 Saint Paul Neighborhood Network, (SPNN) which outlines the duties, responsibilities and obligations of the 6 parties with respect to the provision of goods and services by the Designated Entity was extended on June 7 30, 1997; and 8 WEiCREAS, the current contract expires August 31, 1997; and 9 WHEREAS, the City has determined that Cable Access St. Paul, Inc., d.b.a. Saint Paul Neighborhood 10 Network, (SPNN) has performed its duties as Designated Entity in a manner satisfactory to the City; now 11 therefare be it 12 RESOLVED, that the contract for services between the City of Saint Paul and Cable Access Saint Paul, Inc., 13 d.b.a. Saint Paul Neighborhood Network, (SPNN) be entered into and be in effect untii June 30, 1998. fr===== II II Yeas �� Navs II Absent �� Blakey �� sostrom II— ��' II II II II coll�ns II ✓ II II II II Harris II L� II �I II �� Meaard ��_J�� II Morton �� I Thune II II �� ✓ II ��_______________�I===�==I �====J Adopted by Council: Date � Adoption Certified by Council Secretary Requested by Department of: 91C�n .u.o�o � i BY: C _ lA .�+\ Form Approved by City Attorney By. -� t BY � �� a- �r,-�.�2 _ �._ ��/�� l�� Approved by Mayor: Date ��24F��- RESOLUTION Green Sheet PAUL, MINNESOTA 9'1-to�y �� BY: �V�-�- �'i � t o�}� DEPARTMENTADFFICE/COUNqL OATE INITIATED 3 7 9 7 8 Technology & Managmenet Sexvices 8/11/97 GREEN SHEET CONTACT PERSON & PHONE INITIAVDATE INRIAVDATE O DEPARTMENT DIRECTOR � qTY COUNCIL Holl Hansen 266-8875 ^�10N OCINATTOFNEV �CITYCLEFK MUST BE ON COIINCIt AGENDA 8Y (DATE) ROUTINGFOR O�� DIflECTOR O FIN. & MGT. SERVICES DIR. L�.11 llSt 1997 OROER �MAVOR(ORASSISTAN'I� � TOTAL # OF SIGNATURE PAGES 4 (CLIP ALL LOCATIONS POR SIGNATURE) ACTION FEQUESTEO: Approve City's contract with Saint Paul Neighborhood Network, (SPNI� effective until June 30, 1998. � RECOMMENDATIONS: Approve (A) or Reject (p) PERSONAL SERVICE CONTRACTS MUST ANSWER TXE FOLLOWING �UESTONS: _ PIANNING COMMISSION _ CIVIL SERVICE COMMISSION 1_ Has this perso�Rirm ever worked untler a coMrect for this departmeni? _ CIB COMMITfEE _ �'ES NO _ STAFP 2. Has this person/firm ever been a city employee? — YES NO , oiSiRIGT COURi _ 3. Does this person/firm possess a skill not normally possessed by any current ciry emp�oyee? SUPPORTS WHICH COUNCIL O&IECTIVE7 YES NO Explaln ell yes answers on separate aheet antl atteeh to green shee[ INITIATING PROBLEM, ISSUE, OPPOflTUNIN (Who, What, When. Where, Why) City's coniract with Saint Paul Neighborhood Network will expire August 31, 1997; SPNN is the "Designated Access Enrity" and the City needs them to deliver P.E.G. (Public Educafions and Govemment) access services and prograxvming. ADVANTAGESIFAPPROVED: Current P.E.G. contract services will not be interrupted and Saint Paul Neighborhood Network will remain accountable for contract performance regarding P.E.G. services. DISADVANTAGES IF APPROVED. � c i' .. . a , ;A NONE �i�S1PGf� ��'.�^�� s�@Y ��,� �>.s �'�t .., �� 1�37 �,Uv � r 1��7 n :. ; , �"�.r �' ; k ' � �� ;� _ �{�,_ DISADVANTAGES IF NOTAPPROVED There would be no guarantee regarding SPNN's performance in delivering P.E.G. access services and these services, including playback of City Channel 18, could be disrupted as there would be no "designated entity" in accordance with Appendix H of the Saint Paul Legislative Code. TOTAL AMOUNT OF TRANSAC710N S 8 SOO COST/REVENUE BUDGETED (CIRCLE ONE) YES NO FUNDIfdG SOURCE 166 - 31121 ACTIVITY NUMBEH 31121 FINANCIAL INFORf.SATION: (EXPLAIN) q�,- rdy� PERFORMAl\�CE AGREEMENT befcveen CABLE ACCESS - ST. PAUL, II�TC. d. b. a. SAINT PAUL NEIGHBORHOOD NETWORK and the CITY OF SAINT PAUL An Agieement by and between the City of Saint Paul, Minnesota, a Minnesota municipal corporation hereinafrer referred to as "Ciry", and Cable Access — St. Paul, Inc., a Minnesota non-profit corporation, d.b.a. Saint Paul Neighborhood Network, heieafrer referred to as " SPNN". Coments of This Document I. II. III. IV. V. VI. VII. VIII. IX. X. XI XII XIII. XIV. XV. XVI. XVII. XVIII XIX. XX. DEFINITIONS ............................................ 2 SERVICES ............................................... 3 BVALUATION ............................................. 8 EQUIPMENT OWNERSHIP .................................... 8 STATUS OF E?�4PLOYbES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 HUMAN RIGHTS ORDINANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 TARGETED VENDOR PROGRAM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 OFFICIALSDESIGNATED SPNN ............................... 9 OFFICIALS DESIGNATED — CITY .............................. 9 GRANT .................................................. 9 SEVERABILITY ........................................... ]0 SUBCONTRACTING ........................................ 10 TERMINATION ........................................... 10 CONDITIONS OF DISSOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ]0 DISPOSITION OF DOCUA4ENTS/MATERIALS . . . . . . . . . . . . . . . . . . . . . . 10 COMPLAIIvTS ............................................ ]1 CONTINGENT FUNDING .................................... ]1 TERM OF AGREBMEIvTT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 AMENDr4ENTS TO AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 AGREEMENT WHOLE AND CONCLUSIVE ....................... 12 SIGNATURES ............................................ ]2 1 WITNESSETH: It is mutually agreed by and between the City and SPNN as follows: DEFINITIONS For purpose of this Agreement: e lo�y "Access" shall mean the privilege of any one who works or lives in Saint Paul to use ihe facilities, equipment, and the cable Access Channels provided by Minnesota Statutes and local ordinance. All such access, including channel tune, equipment, and staff, shall be available on a first- come, first-served non-discriminatory basis. "Access Channe]s" shall mean those channels dedicated by law, rule, re,,aulation, or commitment of Cable Company to the proeramming use of the general public and educational instimtions. "Access services" shall refer to services, equipment, and/or facilities provided to the general public and educational institutions in support of the Access Channels. It shall not include services, equipment, and/or facilities of the City. "Access Programming" shall mean pro�ranuning under the editorial control of access users. "Access Users" shall mezn those members of the community who create and/or present pro�ramming for playback on the access cab]e channels. "Appendix H" shall mean Appendix H of the Saint Paul Legislative Code. "Business" shall mean all appropriate business activities in support of access users and the production of access and community progra�nming. Such business may include the solicitation of gifts of in-kind and monetary support. assigns. "Cable Company" shall mean Continental Cablevision of Saint Paul, Inc., its successors and "Community Programming" shall mean programming under the editorial control of SPNN. "Aesi�nated Entity" sha11 mean a non-profit entity or entities designated by the City and funher defined by Appendix H. "Equipment" shall mean any durable _os ods purchases made with funds provided by the Cable Company. 9'1 • toyy I. SERVICES For the consideration hereinafter stated, the Ciry names SPNN as the Designated Entity for the term of this contraM and SPNN agrees to provide management and promotional services io support Access and Community Proeramming in accordance with this contract and Appendix H. TASK I. Training 1. SPNN shall conduct an introductory access orientation course. The course shall consist of public access television philosophy, SPNN policies and procedures, audience development, how to use public access, SPI�TN course offerings, publicity and promotion, and tours of the studios, edit suites, access equipment and van. The introductory access orientation course shall consist of at least three contact hours per class, and such classes will be held at least once per month. 2. Basic level courses in video production, including smdio production, field production, and editing, shall be offered at ]east once every fi��e weeks. 3. Intermediate leve] courses in video production,including studio production, �ield production, and editing, shall be offered at ]east once every two months. 4. Advanced level courses in advanced video production techniques shall be offered at least once every two montl�s. 5. SPNN will take an active role in recruiting access users for its classes. Class recruitment sha11 be included in at ]east 8090 of all promotion materials. 6. SPNI3 will provide at ]east two special training or orientation programs per year to meet special needs of local instimtions and/or oreaniaations. 7. SPNN will maintain a formal internship program involving at least 10 students annual]y from the secondary and post secondary education communities in Saint Paul. 8. SPNN will manage the scheduling, registration, record keeping, production of materiais, evaluation, and other administrative tasks, including quarterly reports, for all of its educational and training activities. Such reports shall include student evaluations of theii training. Task II: Equipment and Facilities 1. SPI�TN will maintain inventory control and records of all Equipment with a purchase price of S300 or more. The inventory shall include the make and model number of the Bquipment, serial number, purchase date and price, and current location and condition of each piece of Equipment. Any Equipment which is disposed of shall continue to be carried on the inventory with a notation of date uf disposal and value received. q� • �o4y 2. SPNN shall maintain and repair Equipment in a timely manner keeping record of maintenance and repair, and maintain a plan for the purchase, replacement and acquisition of Bquipment. Such plan and revisions shall be submitted to the City's Cable Communications O�cer with each annual report. 3. SPI�TN will implement and enforce policies for check out and use of Equipment and facilities, manage F�uipmentlfacilities 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 followin� holidays: Ne�v Year's Day, Memorial Day (last Monday in May), Independence Day, Labor Day, Thanksgiving, Christmas Eve, and Christmas Day. 4. SPNI3 wil] maintain a log of complaints and responses regarding Equipment condition and use policies. The log shall be available at all reasonable times for inspection by the Ciry. 5. SPNN will maintain insurance in an amount and form acceptable to the City on all Equipment and facilities managed by SPNN, naming the Designated Entity as the insured and the City as co- insured, All insurance dowments shall be submitted to the City's Cable Communications Officer with the annual report and within thirty (30) days whenever amended. 6. SPNN will maintain faci]ities for training (as described in Task I), production, and administration of Access and Conununity Programming consistent with this Agreement. Task III: Access and Community Programming Channel Time 1. SPN23 shall maintain and enforce policies and procedures for allocating, reserving and using time on the desienated Access Channels. Such policies and all subsequent policy changes shall be submitted to the City's Cable Communicacions Officer within thirty (30) days of a change. No program cablecast on an access channel shall violate federal, state, or ]ocal statutes. 2. SPNN shall be responsible for the playback of video, audio and text programming on the thrte four designated Access channels, one Government access channel, and one Conm�unity Programming channel in accordance with SPNN's established policies and procedures. SPNN shall 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. SPI3N will produce and provide Community Programming, including, but not limited to, local sports events, parades, social and political events consisting of an average of 20 hours per month. Such programming shall include �he City Council and Mayoral Inauguration, the Mayor's State-of-the-City Address, the 7r.— Sr. Royalty Pageant, the Truth-in-Taxation Hearing, and up to three other public events or meetings as requested by the Cable Communications Officer. The City will provide a liaison on a staff available basis for the production of city government related programming. 4. SPI�TN shall not en2age in commercial production activities with for-profit entities. 5. SPNN will provide a fu]]-time Educational Access Coordinator to serve the educational access community. Furthermore, SPNN wil] maintain an active Educational Access Committee comprised of 9�-�oyy representatives from public and private schools, both K-12 and post secondary, to work with SPNN in the coordination and provision of Access sen�ices to the educational community in Saint Paul. Task IV: Promotion of Access 1. SPNN shall develop a strateeic plan for the promotion of access and communiry programming and submit this plan to the City by October 31,_1997. This plan shall include the following: • Promotional activities detailed in Article III Section 6 of Appendix H shall be included in this plan.. • Outreach strategies co increase membership, viewership, number of acti��e program producers, and overall SPNN visibility. • Community programming strategies, including proposals to collaborate with community organizations to provide relevant programming for Saint Paul. Such programming should include broad geographic, cultural and interest appeal. • Fundraising strategies, including underwritin„ aid membership, and corporate/foundations support. • A publicity plan which details outreach efforts to advertise programming and production opportunities. The plan shall also address issues raised by the 1997 Community Needs Assessment conducted by SPNN. SPI3N shall report on the effectiveness of its plan and different promotional tactics as part of i[s Quarterly and Annual Reports. 2. SPNN shall create and make available to the public at least one printed document describing the Access a.i3 Communiry Programming resources available in the City of Saint Paul and how citizens of Saint Paul may make use of the described resources. 3. SPNN shail provide information about Access and Community Programming activities on a regular basis for publication in Saint Paul community newspapers and other media at least once a month. 4. SPNN shall print, or arrange for printing, and distribute monthly schedules of programs cablecast on the designated Access Channels and Government Access Channel. At least 2,000 schedules sl�ou]d be distributed each month. 5. SPNN shall provide or arrange for speakers to discuss Access and Community Programming activities and opportunities in Saint Paul. Such speaking opportunities shall be arranged upon request of a community organization or the City. 6. SPNN shall take advantage of its own videa production services and produce programs and PSAs which explain how to use SPNN services and describe to tl�e community what is available at SPNN. These programs or PSAs shall be cablecast at least five times per week. 7. SPNN shall actively promote a community-based forum featuring Saint Paul organizations and issues and produce it twice a month. Q �t - �o y'i 8. SPNN shali hold open houses on a quarterly basis and invite the generai public, schools, local organizations and instimtions. Task V: Other Management Services 1. SPNN will provide in a timely manner notices and minutes of annual and special membership meetings and notices and minutes of all Board of Directors' meetings to the City's Cable Communications Officer. 2. SPNN will maintain records of Equipment/facilities purchase, use, and maintenance; use of Access and Community Programming channel time; records of Access training; and complaints or disputes re]ated to Access or Community Programming. These records shall be available at all reasonable tnnes for review by the City. 3. The City shall have the right to inspect SPNN's business records and copy them at no expense to the City. SPNN's business records shall be maintained in conformance with this Agreement and shall be available for inspection during regularly scheduled business hours or at such other time murually agreed to by the City and SPI�'N. 4. SPNN wili prepare and submit to the City's Cab]e Communications Officer a balanced annual operating bud�et for the subsequent year at least 60 days before the end of SPNN's fiscal year. Such budget shall be approved by the SPNN Board of Directors and adhere to standard accounting and record keeping practices. As part of its business operation, SPNN shall submit to the City's Cable Communications Officer month]y financial statements and shall, at its expense, contract for a year-end audit by a Certified Public Accountant. SPNN shall submit audited financial statements to the City's Cab]e Conununications Officer 120 days afrer year end. The report shall include a statement of the auditor's verification of compliance with the provisions oi Tasks I- V contained herein, and any erceptions noted. SPNN sha11 submit a plan for corrective action, i€ exceptions are significant. 5. SPNN will provide copies of budget vs. actual expenditures to the City's Cable Communications Officer 90 days a8er fiscal year end. 6. 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 shall be reported to the City's Cable Communications Officer within seven (7) days of discovering the matter and ongoing corrective action shall be periodically reported to the City's Cable Communications Officer. 7. All paid positions, including that of the Executive Director, shall be subject to a fair and open hiring process. SPNN shail comply w�ich or exceed all federal, state, and local laws and regulations relatin� to equal employment opportunity. SPNN will submit to the City's Cable Communications Of£cer for review, any revisions to its staffing plan, outlining its pioposed personnel commitments to fulfill the tasks in this Agreement; including training, general access, educational access, program playback, Community Programming production, and volunteer and staff development. � q'1- �oyy 8. SPNN will prepare and submit four quarterly reports and an annual year end report to the City's Cable Communications Officer on the activities and tasks enumerated in this agreement. Reports shall be based on SPI�TN's fiscal year and submitted on September 15, December 15, March I5, and June 15. The Annua] Report shall be submitted on 7uly 15. 9. SPNN shall submit to the City's Cable Communications O�cer a report on the Board of Directors nomination process. The process shall be committed to recruitrnent of individua]s representing diverse communities of interest and relevant business and professional experience. Within 30 days following its Annual Meeting, SPNN shall report to the City's Cable Communications Officer the Board of Directors election resulu. The report shall include a complete Board roster (including appointed members) and a brief biography of each. 10. SPNN's Annual Report shall be submitted to the City's Cable Communications Officer on or before July 15, �99=F and shall contain at ]east the fol]oa�ing information: ♦ Membership statistics at year end; including number of inembers under each membership category. ♦ Programming statistics on a per-channel basis for the past fiscal year, including: number of hours and programs of first-run local programming, number of hours and programs of first-run outside programmine, total hours of programming cablecast by week, and cablecast failure rate. ♦ A list of all complaints received durin� the past fiscal year and how and when they were resolved ♦ Training statistics for public and educational access for ihe past fiscal year, including course schedules, attendance, recruiting efforts, etc., as described in Task I. ♦ Public access training plan for the coming year and results of the prior year plan ♦ Educational access plan for the coming year and results of the prior year plan ♦ Community Programming plan for the coming year and results of the prior year plan ♦ A list of any Equipment disposed of during the past fiscal year, including description of item, how disposed of, and any compensation received for the Equipment ♦ Current Equipment inventory, and rep]acemenUacquisition plan ♦ Current insurance documents ♦ Updated business plan, including fundraising initiatives and other plans to generate revenue ♦ Current mission statement ♦ Current list of Board of Directors with short biographies ♦ Current list of staff inembers and or¢anizational chart ♦ Current employee po]icies v ♦ Current access user and channe] policies ♦ Current membership categories, prices, and benefits with Tareeted Vendors. i l. SPNN shall develop a business plan and present it to the City by December 31, 1997 which addresses how SPNN will operate in 1998 and 1999 under at least the following three scenarios: a) funding from the cable operator remains relatively unchanged under a renewed franchise ; b) funding from the cable operator is approximately half the cuzrent amount under a renewed franchise; and c) funding from the cable operator ceases under a renewed franchise. The business plan shall, at a minimum, address how PEG access and Community Programming would be affected under each of q'1- t oy`,l these scenarios, how facilities and equipment purchases would be affected under each of these scenarios, and identify possible revenue sources, spending categories, and courses of action. II. EVALUATION SPNN agrees that an evaluation of its performance under this Agreement, including an on-site inspection, may be performed quarterly as determined by the City's Cable Communications O�cer and following receipt of the Annual Report. The Ciry's Cable Communications Officer may conduct an in- person evaluation session with the SPNN Board of Directors and senior management as part of the annual review. Any evaluation shall be based on the fulfillment of the terms and conditions herein. Should the City find any instances of noncompliance afrer a review, the Cable Communications Officer shall transmit in writing a description of the areas of noncompliance to SPI�'N within 30 days. SPNN shall respond to such notices within 15 working days of ieceipt in wiiting, detailing corrective actions to be taken. III. EQUIPMENT OWNERSHIP SPNN a�rees that everything purchased with funds provided by the Cable Company is the sole property of the Designated Entity with no right, title, or interest therein vesting in SPNN. During such time as SPNN, its successors and assims, is acting as the Designated Entity, it is understood that SPNN is only the temporary custodian of such property and that SPNN has no rights of ownership with respect to such property. SPNN may not dispose of or otherwise use said property so as to enrich SPNN or to deprive any future Designated Entity of the full benefits of this property. The Designated Entity shall have the right to dispose of old, outmoded and superfluous Bquipment in accordance with ordinary business practices so long as any benefits arising from such disposition accrue to the Designated Entity only. SPNN shall submit in writing to the City's Cable Communications Officer any plans to dispose of Equipment at least two weeks prior to any such action. City agrees that everything purchased with funds otl�er than those provided by the Cable Company is the sole property of SPNN with no right, title, or interest therein vesting in the City. IV. STATUS OF EMPLOYEES At all times, SPi3N is an independent contractor. Neither SPNN nor its agents or its employees are employees of the City and are entitled to none of the rights, privileges, and benefits granted regular City employees. V. HUMAN RIGHTS ORDINANCE SPNN agrees to be bound by Chapter 183 of Saint Paul Legislative Code. �t'1- loyy VI. TARGETED VENDOR DEVELOPMENT PROGRAM The Ciry has a goal of assisting economically disadvantaged businesses to participate in public contracts through its Targeted Vendor Development Program, which is addressed in Chapter 81 of the Saint Paul Administrative Code. The City requires SPNN to make a good faith effort to purchase goods, supplies, and services from Targeted Vendors certified with the City during this contract period. VII. OFFICIALS DESIGNATED — SPATN SPNN designates its Executive Director as the person to be contacted by the City regarding this Agreement. The Board of Ditectors of SPNN shall be the final authority in any SPNN policy determinations. VIII. OFFICIALS DESIGNATED — CITY The City designates the Cable Communications OfFcer of the Technology and Management Services Department as the gerson to be concacted by SPNN regarding this Agreement. IX. GRANT For SPNN's faithful performance of the services set forth in this contract, the City agrees to direct the Cable Company to pay the operating payment to SPNN according to Saint Paul Legislative Code Appendix H, Article III, Section 6k {ii). In addition, the City will pay SPNN a total of 58,500 annually for the provision of agreed promotion and playback services. The City, upon the recommendation of the Cable Communications Officer, also reserves the right to withhold payment for noncompliance with this Agreement, and further reserves the right to reallocate financial support to another Designated Entity or to other cable-related purposes for public benefit pursuant to Saint Paul L,egislative Code Appendix H, Article III, Section 6d. Should the City decide to withhold one or more payments for noncompliance as determined in section II, the City shall send a written notice to SPNN at least fourteen working days in advance containing the following information: Amount being withheld Specific reasons for withholding payment; Cozrective actions reques2ed; Identifcation of dates by which corrective action is to be completed. q�•�°yy X. SEVERABILITY In the event any provision of this Agreement is deemed unconstitutional, illegal or void as a matter of law, the parties agree that al] of the provisions of this Agreement which are not affected by such an occurrence shall constitute a full and complete Agreement between the parties. XI. SUBCONTRACTII�TG SPNN may not subcontract portions of this Agreement until written approval is received from the City's Cable Communications Officer; such approval shall not be unreasonably withheld. XII. TERA4INATION 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 days written notice. Notwithstanding any provision contained in this Agreement to the contrary, SPNN shall be entitied to pay its expenses incurred in the normal course of its business until such time as it is obligated to effect the below-referenced transfer. XIII. CONDITIONS OF DISSOLUTION Subject to SPNN's right to pap its normal operating expenses, as set forth above, 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 of current or past annual Operating Payments shall be paid to any other Designated Entity, within 90 days of notification of reallocation or dissolution. SPNN shalt immediately release control of al] equipment and materials to the City, excepting those items which are identified in the books and records of SPNIvT as purchased with funds other than those received from the Cable Company. XIV. DISPOSITION OF DOCUMENTS/MATERIALS In the event that the City transfers responsibility to another Designated Entit_y, or in the event of the dissolution of SPNA', SPI�'N shall 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 to the day-to-day operations of access; operating policies and procedures. This requiremen[ shall not include any SPNN membership lists. [(17 �i�' �°W`l XV. COT4PLAINTS SPNN may, at any time, file in writing wich [he Office of Cable Communications, complaints concerning the operation of the cable system that have a bearing on SPI�TN's performance under this Agreement. The Cable Communications Officer shall investigate the complaints pursuant to Saint Paul Legislative Code §430.034. XVI. CO23TINGENT FUNDING Continued performance of this Agreement by the City is contingent upon continued funding of Access and Community Programming in accordance with Appendix H of the Saint Paul Legislative Code. XVII. TERM OF AGREEMENT This Agreement sha11 commence on the date the Council resolution approving this document goes into effect and shall remain in effect until June 30, 1998. XVITI. AMENDMENTS TO AGREEMENT This Agreement may be amended upon the mutual agreement of SPNN and the Ciry. All amendments shall be in writing and effective upon execution by duly qualified officers of SPNN and the City. 11 a � - ►�yy XIX. AGREEM�NT WHOLE AND CONCLUSNE The parties expressly state that this Agreement, together with Appendixes and Amendments, constitutes the whole understanding of the parties as to the performance of SPNN pursuant to Saint Paul L.egislative code, Appendix H, Article IIT, Section 6 and that no understandings outside of the Agreement are pertinent to SPNN's performance. No right or privilege is granted or conferred by the Agreement except those specifically prescribed herein. In accepting this contract SPNN acknowledges that its rights hereunder are subject to the lawful exercise of the police power of the Ciry to adopt and enforce general ordinances necessary to the safety and welfare of the public, and further that SPNN sha11 at a11 times comply with all applicable present and futuie laws, rules and regulations. XX. SIGNATURES IN WITNESS HEREOF, the parties have set their hands on the dates indicated. CITY OF OF SAINT PAUL Cable Access St. Paul, Inc. d.b.a. SAINT PAUL NEIGHBORHOOD IdETWORK Its President �t�rl(?z��7 Dat� �— Approve as to form: � Assi tant City Attomey L� ��" / � Date SPhN.contN7.4 ��;�� Norm Coleman, Mayor � , � Date C ��L�ild"�'1'\ Director, Dept. Technology & Management �.I� -�i Date �/�`� D' t of Financial Services g� (� Date �(` 3t'12/ 8 `7'`i7 IZ Council File # � -. . = ; t- ��.. __.... ._ Presented By Referred To Committee: Date /� i WHEREAS, Appendix H of the Saint Paul Legislative Code provides that the City may designate a non- 2 profit entity (Designated Entiry) or entities to manage public and educational access and community 3 programming on the local cable television system; and 4 WHEREAS, a contract for services between the City of Saint Paul and Cable Access St. Paul, Inc., d.b.a. 5 Saint Paul Neighborhood Network, (SPNN) which outlines the duties, responsibilities and obligations of the 6 parties with respect to the provision of goods and services by the Designated Entity was extended on June 7 30, 1997; and 8 WEiCREAS, the current contract expires August 31, 1997; and 9 WHEREAS, the City has determined that Cable Access St. Paul, Inc., d.b.a. Saint Paul Neighborhood 10 Network, (SPNN) has performed its duties as Designated Entity in a manner satisfactory to the City; now 11 therefare be it 12 RESOLVED, that the contract for services between the City of Saint Paul and Cable Access Saint Paul, Inc., 13 d.b.a. Saint Paul Neighborhood Network, (SPNN) be entered into and be in effect untii June 30, 1998. fr===== II II Yeas �� Navs II Absent �� Blakey �� sostrom II— ��' II II II II coll�ns II ✓ II II II II Harris II L� II �I II �� Meaard ��_J�� II Morton �� I Thune II II �� ✓ II ��_______________�I===�==I �====J Adopted by Council: Date � Adoption Certified by Council Secretary Requested by Department of: 91C�n .u.o�o � i BY: C _ lA .�+\ Form Approved by City Attorney By. -� t BY � �� a- �r,-�.�2 _ �._ ��/�� l�� Approved by Mayor: Date ��24F��- RESOLUTION Green Sheet PAUL, MINNESOTA 9'1-to�y �� BY: �V�-�- �'i � t o�}� DEPARTMENTADFFICE/COUNqL OATE INITIATED 3 7 9 7 8 Technology & Managmenet Sexvices 8/11/97 GREEN SHEET CONTACT PERSON & PHONE INITIAVDATE INRIAVDATE O DEPARTMENT DIRECTOR � qTY COUNCIL Holl Hansen 266-8875 ^�10N OCINATTOFNEV �CITYCLEFK MUST BE ON COIINCIt AGENDA 8Y (DATE) ROUTINGFOR O�� DIflECTOR O FIN. & MGT. SERVICES DIR. L�.11 llSt 1997 OROER �MAVOR(ORASSISTAN'I� � TOTAL # OF SIGNATURE PAGES 4 (CLIP ALL LOCATIONS POR SIGNATURE) ACTION FEQUESTEO: Approve City's contract with Saint Paul Neighborhood Network, (SPNI� effective until June 30, 1998. � RECOMMENDATIONS: Approve (A) or Reject (p) PERSONAL SERVICE CONTRACTS MUST ANSWER TXE FOLLOWING �UESTONS: _ PIANNING COMMISSION _ CIVIL SERVICE COMMISSION 1_ Has this perso�Rirm ever worked untler a coMrect for this departmeni? _ CIB COMMITfEE _ �'ES NO _ STAFP 2. Has this person/firm ever been a city employee? — YES NO , oiSiRIGT COURi _ 3. Does this person/firm possess a skill not normally possessed by any current ciry emp�oyee? SUPPORTS WHICH COUNCIL O&IECTIVE7 YES NO Explaln ell yes answers on separate aheet antl atteeh to green shee[ INITIATING PROBLEM, ISSUE, OPPOflTUNIN (Who, What, When. Where, Why) City's coniract with Saint Paul Neighborhood Network will expire August 31, 1997; SPNN is the "Designated Access Enrity" and the City needs them to deliver P.E.G. (Public Educafions and Govemment) access services and prograxvming. ADVANTAGESIFAPPROVED: Current P.E.G. contract services will not be interrupted and Saint Paul Neighborhood Network will remain accountable for contract performance regarding P.E.G. services. DISADVANTAGES IF APPROVED. � c i' .. . a , ;A NONE �i�S1PGf� ��'.�^�� s�@Y ��,� �>.s �'�t .., �� 1�37 �,Uv � r 1��7 n :. ; , �"�.r �' ; k ' � �� ;� _ �{�,_ DISADVANTAGES IF NOTAPPROVED There would be no guarantee regarding SPNN's performance in delivering P.E.G. access services and these services, including playback of City Channel 18, could be disrupted as there would be no "designated entity" in accordance with Appendix H of the Saint Paul Legislative Code. TOTAL AMOUNT OF TRANSAC710N S 8 SOO COST/REVENUE BUDGETED (CIRCLE ONE) YES NO FUNDIfdG SOURCE 166 - 31121 ACTIVITY NUMBEH 31121 FINANCIAL INFORf.SATION: (EXPLAIN) q�,- rdy� PERFORMAl\�CE AGREEMENT befcveen CABLE ACCESS - ST. PAUL, II�TC. d. b. a. SAINT PAUL NEIGHBORHOOD NETWORK and the CITY OF SAINT PAUL An Agieement by and between the City of Saint Paul, Minnesota, a Minnesota municipal corporation hereinafrer referred to as "Ciry", and Cable Access — St. Paul, Inc., a Minnesota non-profit corporation, d.b.a. Saint Paul Neighborhood Network, heieafrer referred to as " SPNN". Coments of This Document I. II. III. IV. V. VI. VII. VIII. IX. X. XI XII XIII. XIV. XV. XVI. XVII. XVIII XIX. XX. DEFINITIONS ............................................ 2 SERVICES ............................................... 3 BVALUATION ............................................. 8 EQUIPMENT OWNERSHIP .................................... 8 STATUS OF E?�4PLOYbES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 HUMAN RIGHTS ORDINANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 TARGETED VENDOR PROGRAM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 OFFICIALSDESIGNATED SPNN ............................... 9 OFFICIALS DESIGNATED — CITY .............................. 9 GRANT .................................................. 9 SEVERABILITY ........................................... ]0 SUBCONTRACTING ........................................ 10 TERMINATION ........................................... 10 CONDITIONS OF DISSOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ]0 DISPOSITION OF DOCUA4ENTS/MATERIALS . . . . . . . . . . . . . . . . . . . . . . 10 COMPLAIIvTS ............................................ ]1 CONTINGENT FUNDING .................................... ]1 TERM OF AGREBMEIvTT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 AMENDr4ENTS TO AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 AGREEMENT WHOLE AND CONCLUSIVE ....................... 12 SIGNATURES ............................................ ]2 1 WITNESSETH: It is mutually agreed by and between the City and SPNN as follows: DEFINITIONS For purpose of this Agreement: e lo�y "Access" shall mean the privilege of any one who works or lives in Saint Paul to use ihe facilities, equipment, and the cable Access Channels provided by Minnesota Statutes and local ordinance. All such access, including channel tune, equipment, and staff, shall be available on a first- come, first-served non-discriminatory basis. "Access Channe]s" shall mean those channels dedicated by law, rule, re,,aulation, or commitment of Cable Company to the proeramming use of the general public and educational instimtions. "Access services" shall refer to services, equipment, and/or facilities provided to the general public and educational institutions in support of the Access Channels. It shall not include services, equipment, and/or facilities of the City. "Access Programming" shall mean pro�ranuning under the editorial control of access users. "Access Users" shall mezn those members of the community who create and/or present pro�ramming for playback on the access cab]e channels. "Appendix H" shall mean Appendix H of the Saint Paul Legislative Code. "Business" shall mean all appropriate business activities in support of access users and the production of access and community progra�nming. Such business may include the solicitation of gifts of in-kind and monetary support. assigns. "Cable Company" shall mean Continental Cablevision of Saint Paul, Inc., its successors and "Community Programming" shall mean programming under the editorial control of SPNN. "Aesi�nated Entity" sha11 mean a non-profit entity or entities designated by the City and funher defined by Appendix H. "Equipment" shall mean any durable _os ods purchases made with funds provided by the Cable Company. 9'1 • toyy I. SERVICES For the consideration hereinafter stated, the Ciry names SPNN as the Designated Entity for the term of this contraM and SPNN agrees to provide management and promotional services io support Access and Community Proeramming in accordance with this contract and Appendix H. TASK I. Training 1. SPNN shall conduct an introductory access orientation course. The course shall consist of public access television philosophy, SPNN policies and procedures, audience development, how to use public access, SPI�TN course offerings, publicity and promotion, and tours of the studios, edit suites, access equipment and van. The introductory access orientation course shall consist of at least three contact hours per class, and such classes will be held at least once per month. 2. Basic level courses in video production, including smdio production, field production, and editing, shall be offered at ]east once every fi��e weeks. 3. Intermediate leve] courses in video production,including studio production, �ield production, and editing, shall be offered at ]east once every two months. 4. Advanced level courses in advanced video production techniques shall be offered at least once every two montl�s. 5. SPNN will take an active role in recruiting access users for its classes. Class recruitment sha11 be included in at ]east 8090 of all promotion materials. 6. SPNI3 will provide at ]east two special training or orientation programs per year to meet special needs of local instimtions and/or oreaniaations. 7. SPNN will maintain a formal internship program involving at least 10 students annual]y from the secondary and post secondary education communities in Saint Paul. 8. SPNN will manage the scheduling, registration, record keeping, production of materiais, evaluation, and other administrative tasks, including quarterly reports, for all of its educational and training activities. Such reports shall include student evaluations of theii training. Task II: Equipment and Facilities 1. SPI�TN will maintain inventory control and records of all Equipment with a purchase price of S300 or more. The inventory shall include the make and model number of the Bquipment, serial number, purchase date and price, and current location and condition of each piece of Equipment. Any Equipment which is disposed of shall continue to be carried on the inventory with a notation of date uf disposal and value received. q� • �o4y 2. SPNN shall maintain and repair Equipment in a timely manner keeping record of maintenance and repair, and maintain a plan for the purchase, replacement and acquisition of Bquipment. Such plan and revisions shall be submitted to the City's Cable Communications O�cer with each annual report. 3. SPI�TN will implement and enforce policies for check out and use of Equipment and facilities, manage F�uipmentlfacilities 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 followin� holidays: Ne�v Year's Day, Memorial Day (last Monday in May), Independence Day, Labor Day, Thanksgiving, Christmas Eve, and Christmas Day. 4. SPNI3 wil] maintain a log of complaints and responses regarding Equipment condition and use policies. The log shall be available at all reasonable times for inspection by the Ciry. 5. SPNN will maintain insurance in an amount and form acceptable to the City on all Equipment and facilities managed by SPNN, naming the Designated Entity as the insured and the City as co- insured, All insurance dowments shall be submitted to the City's Cable Communications Officer with the annual report and within thirty (30) days whenever amended. 6. SPNN will maintain faci]ities for training (as described in Task I), production, and administration of Access and Conununity Programming consistent with this Agreement. Task III: Access and Community Programming Channel Time 1. SPN23 shall maintain and enforce policies and procedures for allocating, reserving and using time on the desienated Access Channels. Such policies and all subsequent policy changes shall be submitted to the City's Cable Communicacions Officer within thirty (30) days of a change. No program cablecast on an access channel shall violate federal, state, or ]ocal statutes. 2. SPNN shall be responsible for the playback of video, audio and text programming on the thrte four designated Access channels, one Government access channel, and one Conm�unity Programming channel in accordance with SPNN's established policies and procedures. SPNN shall 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. SPI3N will produce and provide Community Programming, including, but not limited to, local sports events, parades, social and political events consisting of an average of 20 hours per month. Such programming shall include �he City Council and Mayoral Inauguration, the Mayor's State-of-the-City Address, the 7r.— Sr. Royalty Pageant, the Truth-in-Taxation Hearing, and up to three other public events or meetings as requested by the Cable Communications Officer. The City will provide a liaison on a staff available basis for the production of city government related programming. 4. SPI�TN shall not en2age in commercial production activities with for-profit entities. 5. SPNN will provide a fu]]-time Educational Access Coordinator to serve the educational access community. Furthermore, SPNN wil] maintain an active Educational Access Committee comprised of 9�-�oyy representatives from public and private schools, both K-12 and post secondary, to work with SPNN in the coordination and provision of Access sen�ices to the educational community in Saint Paul. Task IV: Promotion of Access 1. SPNN shall develop a strateeic plan for the promotion of access and communiry programming and submit this plan to the City by October 31,_1997. This plan shall include the following: • Promotional activities detailed in Article III Section 6 of Appendix H shall be included in this plan.. • Outreach strategies co increase membership, viewership, number of acti��e program producers, and overall SPNN visibility. • Community programming strategies, including proposals to collaborate with community organizations to provide relevant programming for Saint Paul. Such programming should include broad geographic, cultural and interest appeal. • Fundraising strategies, including underwritin„ aid membership, and corporate/foundations support. • A publicity plan which details outreach efforts to advertise programming and production opportunities. The plan shall also address issues raised by the 1997 Community Needs Assessment conducted by SPNN. SPI3N shall report on the effectiveness of its plan and different promotional tactics as part of i[s Quarterly and Annual Reports. 2. SPNN shall create and make available to the public at least one printed document describing the Access a.i3 Communiry Programming resources available in the City of Saint Paul and how citizens of Saint Paul may make use of the described resources. 3. SPNN shail provide information about Access and Community Programming activities on a regular basis for publication in Saint Paul community newspapers and other media at least once a month. 4. SPNN shall print, or arrange for printing, and distribute monthly schedules of programs cablecast on the designated Access Channels and Government Access Channel. At least 2,000 schedules sl�ou]d be distributed each month. 5. SPNN shall provide or arrange for speakers to discuss Access and Community Programming activities and opportunities in Saint Paul. Such speaking opportunities shall be arranged upon request of a community organization or the City. 6. SPNN shall take advantage of its own videa production services and produce programs and PSAs which explain how to use SPNN services and describe to tl�e community what is available at SPNN. These programs or PSAs shall be cablecast at least five times per week. 7. SPNN shall actively promote a community-based forum featuring Saint Paul organizations and issues and produce it twice a month. Q �t - �o y'i 8. SPNN shali hold open houses on a quarterly basis and invite the generai public, schools, local organizations and instimtions. Task V: Other Management Services 1. SPNN will provide in a timely manner notices and minutes of annual and special membership meetings and notices and minutes of all Board of Directors' meetings to the City's Cable Communications Officer. 2. SPNN will maintain records of Equipment/facilities purchase, use, and maintenance; use of Access and Community Programming channel time; records of Access training; and complaints or disputes re]ated to Access or Community Programming. These records shall be available at all reasonable tnnes for review by the City. 3. The City shall have the right to inspect SPNN's business records and copy them at no expense to the City. SPNN's business records shall be maintained in conformance with this Agreement and shall be available for inspection during regularly scheduled business hours or at such other time murually agreed to by the City and SPI�'N. 4. SPNN wili prepare and submit to the City's Cab]e Communications Officer a balanced annual operating bud�et for the subsequent year at least 60 days before the end of SPNN's fiscal year. Such budget shall be approved by the SPNN Board of Directors and adhere to standard accounting and record keeping practices. As part of its business operation, SPNN shall submit to the City's Cable Communications Officer month]y financial statements and shall, at its expense, contract for a year-end audit by a Certified Public Accountant. SPNN shall submit audited financial statements to the City's Cab]e Conununications Officer 120 days afrer year end. The report shall include a statement of the auditor's verification of compliance with the provisions oi Tasks I- V contained herein, and any erceptions noted. SPNN sha11 submit a plan for corrective action, i€ exceptions are significant. 5. SPNN will provide copies of budget vs. actual expenditures to the City's Cable Communications Officer 90 days a8er fiscal year end. 6. 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 shall be reported to the City's Cable Communications Officer within seven (7) days of discovering the matter and ongoing corrective action shall be periodically reported to the City's Cable Communications Officer. 7. All paid positions, including that of the Executive Director, shall be subject to a fair and open hiring process. SPNN shail comply w�ich or exceed all federal, state, and local laws and regulations relatin� to equal employment opportunity. SPNN will submit to the City's Cable Communications Of£cer for review, any revisions to its staffing plan, outlining its pioposed personnel commitments to fulfill the tasks in this Agreement; including training, general access, educational access, program playback, Community Programming production, and volunteer and staff development. � q'1- �oyy 8. SPNN will prepare and submit four quarterly reports and an annual year end report to the City's Cable Communications Officer on the activities and tasks enumerated in this agreement. Reports shall be based on SPI�TN's fiscal year and submitted on September 15, December 15, March I5, and June 15. The Annua] Report shall be submitted on 7uly 15. 9. SPNN shall submit to the City's Cable Communications O�cer a report on the Board of Directors nomination process. The process shall be committed to recruitrnent of individua]s representing diverse communities of interest and relevant business and professional experience. Within 30 days following its Annual Meeting, SPNN shall report to the City's Cable Communications Officer the Board of Directors election resulu. The report shall include a complete Board roster (including appointed members) and a brief biography of each. 10. SPNN's Annual Report shall be submitted to the City's Cable Communications Officer on or before July 15, �99=F and shall contain at ]east the fol]oa�ing information: ♦ Membership statistics at year end; including number of inembers under each membership category. ♦ Programming statistics on a per-channel basis for the past fiscal year, including: number of hours and programs of first-run local programming, number of hours and programs of first-run outside programmine, total hours of programming cablecast by week, and cablecast failure rate. ♦ A list of all complaints received durin� the past fiscal year and how and when they were resolved ♦ Training statistics for public and educational access for ihe past fiscal year, including course schedules, attendance, recruiting efforts, etc., as described in Task I. ♦ Public access training plan for the coming year and results of the prior year plan ♦ Educational access plan for the coming year and results of the prior year plan ♦ Community Programming plan for the coming year and results of the prior year plan ♦ A list of any Equipment disposed of during the past fiscal year, including description of item, how disposed of, and any compensation received for the Equipment ♦ Current Equipment inventory, and rep]acemenUacquisition plan ♦ Current insurance documents ♦ Updated business plan, including fundraising initiatives and other plans to generate revenue ♦ Current mission statement ♦ Current list of Board of Directors with short biographies ♦ Current list of staff inembers and or¢anizational chart ♦ Current employee po]icies v ♦ Current access user and channe] policies ♦ Current membership categories, prices, and benefits with Tareeted Vendors. i l. SPNN shall develop a business plan and present it to the City by December 31, 1997 which addresses how SPNN will operate in 1998 and 1999 under at least the following three scenarios: a) funding from the cable operator remains relatively unchanged under a renewed franchise ; b) funding from the cable operator is approximately half the cuzrent amount under a renewed franchise; and c) funding from the cable operator ceases under a renewed franchise. The business plan shall, at a minimum, address how PEG access and Community Programming would be affected under each of q'1- t oy`,l these scenarios, how facilities and equipment purchases would be affected under each of these scenarios, and identify possible revenue sources, spending categories, and courses of action. II. EVALUATION SPNN agrees that an evaluation of its performance under this Agreement, including an on-site inspection, may be performed quarterly as determined by the City's Cable Communications O�cer and following receipt of the Annual Report. The Ciry's Cable Communications Officer may conduct an in- person evaluation session with the SPNN Board of Directors and senior management as part of the annual review. Any evaluation shall be based on the fulfillment of the terms and conditions herein. Should the City find any instances of noncompliance afrer a review, the Cable Communications Officer shall transmit in writing a description of the areas of noncompliance to SPI�'N within 30 days. SPNN shall respond to such notices within 15 working days of ieceipt in wiiting, detailing corrective actions to be taken. III. EQUIPMENT OWNERSHIP SPNN a�rees that everything purchased with funds provided by the Cable Company is the sole property of the Designated Entity with no right, title, or interest therein vesting in SPNN. During such time as SPNN, its successors and assims, is acting as the Designated Entity, it is understood that SPNN is only the temporary custodian of such property and that SPNN has no rights of ownership with respect to such property. SPNN may not dispose of or otherwise use said property so as to enrich SPNN or to deprive any future Designated Entity of the full benefits of this property. The Designated Entity shall have the right to dispose of old, outmoded and superfluous Bquipment in accordance with ordinary business practices so long as any benefits arising from such disposition accrue to the Designated Entity only. SPNN shall submit in writing to the City's Cable Communications Officer any plans to dispose of Equipment at least two weeks prior to any such action. City agrees that everything purchased with funds otl�er than those provided by the Cable Company is the sole property of SPNN with no right, title, or interest therein vesting in the City. IV. STATUS OF EMPLOYEES At all times, SPi3N is an independent contractor. Neither SPNN nor its agents or its employees are employees of the City and are entitled to none of the rights, privileges, and benefits granted regular City employees. V. HUMAN RIGHTS ORDINANCE SPNN agrees to be bound by Chapter 183 of Saint Paul Legislative Code. �t'1- loyy VI. TARGETED VENDOR DEVELOPMENT PROGRAM The Ciry has a goal of assisting economically disadvantaged businesses to participate in public contracts through its Targeted Vendor Development Program, which is addressed in Chapter 81 of the Saint Paul Administrative Code. The City requires SPNN to make a good faith effort to purchase goods, supplies, and services from Targeted Vendors certified with the City during this contract period. VII. OFFICIALS DESIGNATED — SPATN SPNN designates its Executive Director as the person to be contacted by the City regarding this Agreement. The Board of Ditectors of SPNN shall be the final authority in any SPNN policy determinations. VIII. OFFICIALS DESIGNATED — CITY The City designates the Cable Communications OfFcer of the Technology and Management Services Department as the gerson to be concacted by SPNN regarding this Agreement. IX. GRANT For SPNN's faithful performance of the services set forth in this contract, the City agrees to direct the Cable Company to pay the operating payment to SPNN according to Saint Paul Legislative Code Appendix H, Article III, Section 6k {ii). In addition, the City will pay SPNN a total of 58,500 annually for the provision of agreed promotion and playback services. The City, upon the recommendation of the Cable Communications Officer, also reserves the right to withhold payment for noncompliance with this Agreement, and further reserves the right to reallocate financial support to another Designated Entity or to other cable-related purposes for public benefit pursuant to Saint Paul L,egislative Code Appendix H, Article III, Section 6d. Should the City decide to withhold one or more payments for noncompliance as determined in section II, the City shall send a written notice to SPNN at least fourteen working days in advance containing the following information: Amount being withheld Specific reasons for withholding payment; Cozrective actions reques2ed; Identifcation of dates by which corrective action is to be completed. q�•�°yy X. SEVERABILITY In the event any provision of this Agreement is deemed unconstitutional, illegal or void as a matter of law, the parties agree that al] of the provisions of this Agreement which are not affected by such an occurrence shall constitute a full and complete Agreement between the parties. XI. SUBCONTRACTII�TG SPNN may not subcontract portions of this Agreement until written approval is received from the City's Cable Communications Officer; such approval shall not be unreasonably withheld. XII. TERA4INATION 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 days written notice. Notwithstanding any provision contained in this Agreement to the contrary, SPNN shall be entitied to pay its expenses incurred in the normal course of its business until such time as it is obligated to effect the below-referenced transfer. XIII. CONDITIONS OF DISSOLUTION Subject to SPNN's right to pap its normal operating expenses, as set forth above, 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 of current or past annual Operating Payments shall be paid to any other Designated Entity, within 90 days of notification of reallocation or dissolution. SPNN shalt immediately release control of al] equipment and materials to the City, excepting those items which are identified in the books and records of SPNIvT as purchased with funds other than those received from the Cable Company. XIV. DISPOSITION OF DOCUMENTS/MATERIALS In the event that the City transfers responsibility to another Designated Entit_y, or in the event of the dissolution of SPNA', SPI�'N shall 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 to the day-to-day operations of access; operating policies and procedures. This requiremen[ shall not include any SPNN membership lists. [(17 �i�' �°W`l XV. COT4PLAINTS SPNN may, at any time, file in writing wich [he Office of Cable Communications, complaints concerning the operation of the cable system that have a bearing on SPI�TN's performance under this Agreement. The Cable Communications Officer shall investigate the complaints pursuant to Saint Paul Legislative Code §430.034. XVI. CO23TINGENT FUNDING Continued performance of this Agreement by the City is contingent upon continued funding of Access and Community Programming in accordance with Appendix H of the Saint Paul Legislative Code. XVII. TERM OF AGREEMENT This Agreement sha11 commence on the date the Council resolution approving this document goes into effect and shall remain in effect until June 30, 1998. XVITI. AMENDMENTS TO AGREEMENT This Agreement may be amended upon the mutual agreement of SPNN and the Ciry. All amendments shall be in writing and effective upon execution by duly qualified officers of SPNN and the City. 11 a � - ►�yy XIX. AGREEM�NT WHOLE AND CONCLUSNE The parties expressly state that this Agreement, together with Appendixes and Amendments, constitutes the whole understanding of the parties as to the performance of SPNN pursuant to Saint Paul L.egislative code, Appendix H, Article IIT, Section 6 and that no understandings outside of the Agreement are pertinent to SPNN's performance. No right or privilege is granted or conferred by the Agreement except those specifically prescribed herein. In accepting this contract SPNN acknowledges that its rights hereunder are subject to the lawful exercise of the police power of the Ciry to adopt and enforce general ordinances necessary to the safety and welfare of the public, and further that SPNN sha11 at a11 times comply with all applicable present and futuie laws, rules and regulations. XX. SIGNATURES IN WITNESS HEREOF, the parties have set their hands on the dates indicated. CITY OF OF SAINT PAUL Cable Access St. Paul, Inc. d.b.a. SAINT PAUL NEIGHBORHOOD IdETWORK Its President �t�rl(?z��7 Dat� �— Approve as to form: � Assi tant City Attomey L� ��" / � Date SPhN.contN7.4 ��;�� Norm Coleman, Mayor � , � Date C ��L�ild"�'1'\ Director, Dept. Technology & Management �.I� -�i Date �/�`� D' t of Financial Services g� (� Date �(` 3t'12/ 8 `7'`i7 IZ