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HomeMy WebLinkAboutContract 2321 61 e iomcast@ August 25, 2010 VIA Certified Mail To: the City of Columbia Heights, Minnesota 590 40 Avenue N.E. Columbia Heights, Minnesota 55421 -3878 The purpose of this letter agreement is to set forth binding commitments between Comcast of Minnesota, Inc. (hereinafter, "Comcast "), and the City of Columbia Heights, Minnesota, a municipal corporation (hereinafter, "the City "), that are in addition to and outside the Franchise Agreement to be adopted and enacted by Ordinance (hereinafter, "the Franchise ") by action of the City Council. These items have been negotiated in good faith and are voluntarily agreed to as part of the informal franchise renewal process pursuant to 47 § U.S.C. 546(h), and specifically relate to unique community needs that exist in the City. This letter agreement shall become effective upon approval of the Franchise by the City Council and timely acceptance of the Franchise by Comcast. All defined terms in this letter agreement shall have the meaning given to them in the Franchise, unless otherwise expressly provided herein. Comcast and the City are sometimes referred to herein as the "Parties." A. PEG Channel Re- location. As of the Effective Date of the Franchise, each Educational Access Channel and/or Governmental Access Channel required or designated pursuant to Section 11.106 of the Franchise shall have the same Channel designation number currently assigned or used by the City or its designated access Channel manager. In the event of any changes in Channel designation number, Comcast will make reasonable commercial efforts to provide at least ninety (90) days advance written notice to the City and its designated PEG access Channel managers prior to any relocation or re- designation of one or more PEG Access Channels. If Comcast decides at any time to relocate or change the Channel designation number of any or all PEG Access Channel(s), then Comcast shall pay to the City the sum of Three Thousand, Five Hundred and No /100 Dollars ($3,500.00) cash for each relocation or re- designation event, said amount stipulated by the parties as reasonably necessary to defer costs and inconvenience associated with change of letterhead, signage and business cards, and designing promotion spots for the new Channel location(s) or designation(s) through cross - channel public service announcements on advertiser supported Channels, and conducting a bill insert to inform Subscribers of the new Channel location(s) and /or number(s). In addition, to the foregoing commitments, Comcast shall furnish a reasonable number of promotional spots, to be run as public service announcements on advertiser supported Channels, free of charge to the City and other PEG Access Channel managers. • The PEG Access Channels will be located reasonably close in proximity to local broadcast Channels carried on the Cable System or other commercial Channels, excluding premium and pay - per -view Channels. Any PEG Access Channel reassignment must be to a Channel that is consistent with the service quality levels and technical standards set forth in Section 11.104(A)(1)(k) of the Franchise. B. PEG Interconnection. (a) The Parties acknowledge that Comcast is the primary provider of wireline Cable Services in communities adjacent to the City. In the event that Comcast transfers ownership or control of its cable system in an adjacent community, and interconnection for PEG distribution purposes has not been accomplished pursuant to subsection (b) below, Comcast shall interconnect the Cable System in the City with any with any cable system in a geographically adjacent community, not owned, controlled, managed or operated by Comcast or an affiliate or subsidiary of Comcast Corporation, upon the directive of the City, for the purpose of permitting the transmission and receipt of PEG Access signals between the systems, and the carriage of such signals on the PEG Access Channels or the use of such signals by PEG Access Channel managers. The City shall not direct interconnection in this case except under circumstances where it can be accomplished without undue burden or excessive cost to Subscribers, as determined by the City and Comcast pursuant to good faith discussions. Comcast shall not be required to interconnect with the other cable system unless the new operator of that system is willing to do so and pay for its own costs of constructing and maintaining the interconnect up to the applicable demarcation point, which shall be at a meeting point located at or near the border of the neighboring jurisdictions, except as may otherwise be agreed by the parties. (b) Comcast shall interconnect its Cable System in the City with any cable system in a geographically adjacent community that is owned, controlled, managed or operated by Comcast or an affiliate or subsidiary of Comcast Corporation, for the purpose of permitting the transmission and receipt of PEG Access signals between the systems, and the carriage of such signals on the PEG Access Channels or the use of such signals by PEG Access Channel managers, in a manner consistent with applicable law. (c) Comcast shall not object to, interfere with or impede any connection established by the City or a PEG Access Channel manager, whether on the property of the City, a PEG Access Channel manager, or a competing cable system in the City, by means of which a competing cable system in the City obtains access to PEG Access signals, nor shall Comcast object to, interfere with or impede the transmission or receipt of such PEG Access signals by any competing Cable System in the City. Comcast shall have no obligation to contribute financially to the cost of establishing any such connection, unless otherwise provided by law. (d) Notwithstanding the foregoing, interconnection may be waived by the City if not technically feasible, as determined by the City in its sole discretion after reviewing any evidence of technical infeasibility submitted by Comcast or another cable operator that is the subject of an interconnection request. Comcast may temporarily terminate an interconnection for any period where an interconnecting system is delivering signals in a manner that that would cause Comcast's Cable System in the City to violate FCC technical standards. Any terminated interconnection shall be returned to operation as soon as possible. 2 (e) Once the City requests Comcast to interconnect, it is under an obligation to interconnect within a commercially reasonable period of time. (f) Any reasonably certain and quantifiable equipment and construction costs directly borne by Comcast in connection with the obligation to provide for PEG Access signal interconnection shall be considered an "external cost" as such term is used in 47 C.F.R. § 76.922 on the date of this Franchise, and as such, reasonably certain and quantifiable interconnection construction and equipment costs may be passed through to Subscribers in Comcast's rate base, to the extent and in a manner provided for in federal regulations governing the same, and subject to City review. (g) Comcast shall continue to maintain and operate all interconnections in existence as of the Effective Date of this Franchise. (h) Any PEG Access interconnection link made by Comcast hereunder shall ensure that PEG Access signals meet or exceed the service quality level and technical standards set forth in Section 11.104(A)(1)(k) of the Franchise. C. PEG Equipment. On the Effective Date of the Franchise, Comcast irrevocably conveys all rights, title, and interest in the PEG Access equipment described in detail in Exhibit A attached hereto, and any other PEG equipment located at 5210 Central Avenue N.E., Columbia Heights, Minnesota (the "PEG Equipment "), to the City. The transfer of ownership of PEG Equipment to the City is in addition to all other financial and in -kind commitments set forth in this letter and in the Franchise, and shall not be deducted from or offset against franchise fees owed to the City. Upon execution of this letter agreement by both Parties, and satisfaction of the obligations set forth in Paragraphs A, B and C above, the Parties agree that Comcast has fully satisfied any and all obligations under the Prior Franchise, past transfer agreements, resolutions and ordinances, up until the date hereof, and the City shall seek no further compensation or performance from Comcast under said franchise, agreements, resolutions and ordinances for the time period prior to renewal. Claims for past franchise fees due and owing under the Prior Franchise, and for indemnity, payments and/or insurance coverage for any liability, judgments, damages, costs, fees and expenses to which the City is exposed as a result of Comcast's acts or omissions prior to the Effective Date of the Franchise are specifically exempted from this Paragraph. D. The Parties agree that all promises, commitments, obligations and payments set forth in this letter agreement shall not be treated as franchises fees for purposes of 47 U.S.C. § 542, and shall at no time be offset against or deducted from franchise fee payments made to the City under the Franchise. Comcast hereby waives any current or future right it may have to claim that any promise, commitment, obligation or payment herein is a franchise fee under 47 U.S.C. § 542 or may be offset against or deducted from franchise fee payments made to the City. E. Nothing in this letter agreement amends or alters the Franchise or the City Code in any way, and all provisions of the Franchise, and the City Code, as amended from time to time, remain in full force and effect and are enforceable in accordance with there terms and with applicable law. F. Neither Comcast, nor any of its affiliates, parent entities or subsidiaries, will take any action to challenge any provision of this letter agreement as contrary to or unenforceable under applicable law, nor will they participate with any other person in any such challenge. 3 G. This letter agreement is freely and voluntarily entered into by the Parties, without any duress or coercion, and after each party has consulted with its counsel. Each party hereto has carefully and completely read all of the terms and provisions of this letter agreement. H. This letter agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. Any disputes concerning this letter Agreement shall be venued exclusively in Anoka County District Court. I. Nothing in this letter agreement shall be construed to create any third -party rights. J. The Parties agree that this letter agreement may be executed in multiple counterparts. The terms and conditions of this letter agreement are binding upon the City and Comcast and their successors and assigns. Comcast stipulates that a violation of these terms by Comcast may be considered by the City as a material violation of the Franchise and that the City may avail itself of all rights and remedies available under the Franchise. It is understood that fulfillment of these obligations is also necessary and part of the consideration to secure the renewed Franchise. Acknowledged and agreed to this 4day Comcast of Minnesota, Inc. By: 01111( Timothy Nester SVP - Finance and Accounting Its: Date: ` l 1 t(W • City of Columbia Heigh s, Minneso w ___ ... Mayor Gary L. •eterson Walter R. Fehst City Manager Date: /0 /C') //0 4 EXHIBIT A TO LETTER AGREEMENT Columbia Heights Studio Onvent®vy June 2010 Studio Lighting G'ixtuP ©s Spotlights - Berkey Colortran MuItI -10aA Model #100 -301 l kW 15574 -D 2 - CCT Starlette 1 k1W Type 1000 w/ barn doors, Serial #3606, no serial number available on 2nd fixture 4 - Berkey Colortran Model 213 -205 6" Theatre Fresnel w/ barn doors (one fixture in need of repair) Floodlights 7 - Klieg! Cat 3451 Shop 22 1 - 1k Lamp no model number available Softboxes 3 - Lowe! RIFA °LITE LC66 w /stands & soft cases Studio cam ©M 1 - Hitachi Camera FP -C10A U Serial # 3080094, Hitachi Viewfinder GM -5011 Serial # 3060760 & O'Conner tripod w /dolly 1 - Hitachi Camera FP -C10A U Serial # 3080100, Hitachi Viewfinder GM -50N Serial # 3060763 & O'Conner tripod w /dolly 1 - JVC Camera GY- DV550U Serial # 16932191, JVC Viewfinder VF -P4000 Serial # 17959472 & Carlone Laser tripod w /dolly Studio Accessories 1- Panasonic 13 "monitor CT 1389 Pro Line (could not find serial number) 4 - Sony Electret Condenser Lavaliere Microphones ECM -44B 3 - Camera Cables Various microphone & video cables Studio Control ROOM Audio 1 - Ramsa Audio Mixing Board WR - S4412 (could not find serial number) 1 - Rolls Radio Tuner R578 Serial # F30 -93 -08406 1 - Haller Amplifier P1000 (could not find serial number) 1 - Sony CD Player CDP315 Serial # 8821 183 2 - Shintron Audio Amplifiers 201 (could not find serial numbers) 2 - Yamaha Speakers Video 1 - Shintron Video Amplifier 207 (could not find serial number) 2 - Videotek Video Amplifiers VDA16 (could not find serial number) 1 - Leader Pattern Generator LCG400 Serial # 3100107 2 - Hitachi Camera Control Units RU -C1 Serial # 3093816 & 3093808 1 - JVC Camera Control Unit RMP -210 Serial # 08062212 1 - Panasonic DVD Player /Recorder DMR -EA18 Serial # VN8CA002083 1 - Vue Tech Time Base Corrector VVF -SP1 (could not find serial number) 1 - Leader Wave Form Monitor LBO -5860A Serial # 3120660 1 - Tektronix Vectorscope 1420 Serial # 8060005 1 - Panasonic 12 X 1 Video Switcher (could not find model or serial number) 1 - Grass Valley Video Switcher 110 Serial # A47729 1 - Compix Graphics Generator w /monitor & keyboard (could not find model or serial number) 1 - Panasonic Edit Controller AG -A850 Serial # H9A3567D 2 - Panasonic DVC Pro Decks AJ -D455 Serial # L2TRA0135 & 12TRA0031 1 - Panasonic S -VHS Deck AG -7750 Serial # L3TC00184 2 - ikegami Black & White Monitors PM9 - 5 Serial # 133490 & 133553 2 - JVC Color Monitors SIMPTE -C Serial # 08610244A & 07610197A 3 - Panasonic Black & White Monitors WV -BM500 Serial # 02W 11022, 02W]] 023 & 02W11024 A -2 1 - Sony Color Monitor PVM - 9L1 Serial # 6202724 Head End 2 - Panasonic Black & White Monitors CT -1384 Serial # MB42430436 & 1351350174 1 - Videotek Color Monitor tCV1331 Serial # 1083323 2 - Ikegaml Black & White Monitors PM9 - 5 Serial # 133470 & 133512 1 - Tektronix Waveform Monitor 528A SN 8015964 1 - Videotek Audio Amplifier ADA16 (could not find serial number) 1 - Videotek Video Switcher APM200 Serial # 12940809 1 - Leightronbc Pro -16 Serial # 09202PRO 1 - Rolls Radio Tuner R578 Serial # F30 -93 -08097 2 - Videotek Video Amplifiers 338 (could not find serial numbers) 1 - Shintron Video Amplifier VDA -16 (could not find serial number) 7 - Shure Audio Mixers M267 (could not find serial numbers) 1 - Shure Audio Mixer (could not find model or serial number) 1 - Noblis Head End Computer w /monitor & keyboard (could not find model or serial number) 2 - Panasonic S -VHS Playback Decks AG -7150 Serial # E4TC00185 & 14TC00178 2 - JVC S -VHS Playback Decks SR -536SU Serial # 09834699 & 15732256 1 - Panasonic DVC Pro Deck AJ -SD255 Serial # B7TRB 1406 3 - Tascam DVD Players DV -DO1 U Serial # 0013840, 0021121 & 0018809 Porivi3He Monitors 1 - JVC Color Monitor TM -900SU Serial # 09036349 1 - JVC Color Monitor TM -A101 G Serial # 0607795 1 - Panasonic Black & White Monitor CT -1384 Serial # MB42870329 1 - Sony Color Monitor PVM - 14N5U Serial # 6204916 Video 1 - Panasonic DVC Pro Deck AJ-SD255 Serial # B7TRB1403 1 - Panasonic DVC Pro Camera AJ -D410A Serial # L 1 TKA0056 w /Porla Brace case, 4 batteries & 2 rechargers A -3 1 - Mani rofto Tripod 3182 w /soft case Serial # 351MVB /MB20 Audio 3 - Sony Electret Condenser Lavaliere Microphones ECM -44B 7 - Electrovoice 635 Microphones 2 - Electrovoice Ft E11 Microphones M isc. 1 - Lowe! Tota Lite tClt w/3 lights, 3 stands & 3 umbrellas Various audio, video & specialty cables Various power extension cords & multi- strips A -4