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HomeMy WebLinkAbout2005-066 Agrmt - Comedy Central CJTY Rt=rnonlr:Q'.~ ("'''Q\( '-' "-... .. ... --" --.-. ~ ... -.......". ',-:,.I :~-' .. __ ..... . ..... ....... .... N. 8. ..... . . . . . . .. . I ......... .. . .. . ... ... .... .... . .. ... ....... . .. . .... ... .... . . . ..... .. . ... . . ... .. .... .... . . .... .. . ... ... . . ....... . ... .. ... . .. .. ........ . ...... ......... '. IIATllIIAl CABLE TELEVISION COOPERATIVE, INC. REC:EIVED April 5, 2005 APR ~ 1 05 RE: Comedy Central Renewal Agreement ASH~ FIBER NElWORK 90 NJ MOUNTAIN AVE. Dear NCTC Member: The Co-op recently completed the renewal of the Comedy Central master Affiliation Agreement. Your company is a participating member under the original Comedy Central agreement, which expired on December 31, 2004. The enclosed NCTC Programming Summary details the financial and carriage terms for your use in evaluating participation under this new Agreement. If your company wishes to participate under the new Comedy Agreement, you must sign and return the enclosed Participation Agreement by June 1, 2005. Following is some important information concerning this renewal: Launch Marketing Support: There are launch support funds available for incremental Comedy launches by members who participate under this renewal Agreement. This includes retroactive funds for participating members who launched Comedy in the second half of 2004! Please see the attached Programming Summary details and restrictions. Rates: Members electing to participate under this renewal Agreement will be billed the 2005 rates effective with March 2005 billing. Members who do not renew must negotiate direct affiliation agreements with MTV networks for continued carriage of Comedy Central and are responsible for license fees beginning January 2005. RENEWAL DEADLINE: The renewal period ends June 1, 2005. You have until June 1, 2005 to submit the enclosed Participation Agreement. Effective July 2005 the NCTC will stop billing member companies that have not submitted renewal paperwork by June 1, 2005. For further details on this renewal agreement, please see the attached Programming Summary or you can access the entire contract online at www.cabletvcooP.orq. If you have questions, please call your Programming Participation Group representative. We are pleased to offer your company this beneficial renewal agreement. Again, if you wish to participate under the terms of this new master Agreement and continue to be billed by NCTC, please sign and return the enclosed Participation Agreement via mail or fax (866) 6.28-2774 no later than June 1, 2005. 11200 Corporate Avenue Lenexa, KS 66219 913/599-5900 FAX 866/628-2774 E~ l5~~6 F'[ ~'Y-DS ~Q.~ l-~ 2. 3> S \/endor t 22- ~ I?_ste .~~ S. 217 ~ Os ~~ c::- I.". d c( E-- .v{? ,.,~ " ,? r' (' .t"'>L.. .J .-l: .,.-~-/ -I' "/ &:..) c::' c. ~) / .2 !"c~ ~j /' Sincerely, c/ ._~' () l)pJ~ C~_F'';~ .' Scott Abbott Vice President, Programming & National Accounts y Ce'~ . /' Reference: 4/1/05 30 Day Approval Period to Enter Agreement for New Launches COMEDY ~:I/- .' ,\ II \ II ., \. " II ~ CENTRAL Description (Provided by Programmer) Comedy Central is the only all-comedy network. Comedy Central presents the biggest comedy stars from past and present as well as today's hottest newcomers. Comedy Central's schedule is comprised of an eclectic mix of original programming, stand-up comedy, sketch comedy, classic television shows and movies. Contract Term December 31, 2009 Participation Provision The NCTC Master Agreement allows members to switch over from existing individual Affiliation Agreements to the Master Agreement at any time during the term of the Master Agreement provided the following conditions are met: The member MUST (i) maintain the same level of carriage, or a more favorable level, as of the date of which the member elects to participate under the Master ADreement; (ii) continue to remain subject to any specific launch, carriage or other commitments in such member's individual Affiliation Agreement; (iii) be current in payment to Comedy Central and not in breach of any agreement with Comedy Central or an affiliated company (such as MTV Networks or Showtime); (iv) not be on Account Hold with the NCTC; (v) may not have droppE~d Comedy Central in any or their systems in the past twelve months; and (vi) must st3nd in their "System Participation Form" '10 business days prior to their date of election for switchovers and 30 business days prior to date of election for new launches in the NCTC's Comedy Central contract. How To Participate 1) Review the attached Contract Summary Sheet (Page 2'). 2) Copy and complete the attached" System Participation Form" and "Participation Agreement." 3) Complete the "Launch Authorization Form" for new launches only! 4) Mail or fax forms to NCTC at (866) 628-2774. Payment Procedure, Due Date and Penaltv for Defau't Payments are made monthly to NCTC. Invoices are mailed to Participating Members approximately the first of each month. Members are required to pay the invoice amount and update subscriber counts as of thE last day of the preceding month. Payment and updated subscriber counts should be returned to NCTC by the 15th of the month. Members who pay by pre-authorized draft will be drafted on thE~ 15th and need only return updated subscriber counts. Members who do not pay by the 25th of the month will be assessed a late fee of 1.5% which will appear on the next month's invoice and are subject to having their account put on Account Hold and 1) will be unable to get into any new programming agreements, 2) will be unable to order hardware from the NCTC, 3) will have any launch incentives, rebates, credits etc. due Member held until Member becomes current and 4) may be subject to termination of their participation in this Agreement or their Membership in NCTC. Members who fail to meet their financial obligations to the NCTC may be excluded, at the NCTC's sole discretiol, from this and all other master programs offered to members. Programmers may refuse service including de- authorization of video descramblers. Re-entry into this agreement is at the option of the programmer and the NCTC. Copies of the master agreement and the most current proqramming summary are available on the NCTC web page www.cabletvcooP.orq. National Cable Television Cooperative, Inc., 11200 Corporate Avenue, Lenexa, KS 66219-1392 Phone (913) 599-5900 FAX (866) 628-2774 (toll free) or (913) 599-5903 ~ C :E :E :) U) ~ Z 1-1 :E :E = ~ i A. ~-c.:i CIS. -~~ CD....!i] -~- Iii ~ C :E :E ::) U) -- z o u ___-cJ =1= .=1 Iii ,~~I/~." j. ':. :: ~"." ~ Rates (% Comedy Central subs less broadcast basic only) 2005 2006 ~W07 200~ 2009 85% - 100% $.1830 $.1945 $.2060 $.2175 $.2285 80% - 84.9%* $.2330 $.2445 $.2560 $.2675 $.2785 75% - 79.9%* $.2830 $.2945 $.3060 $.3175 $.3285 50% - 74.9%* $.3330 $.3445 $.3560 $.3675 $.3785 Less than 50%* $.3830 $.3945 $.4060 $.4175 $.4285 * Tier rates are calculated using total system subs applied on a system-by-system basis New Provision: Systems that carryon broadcast basic or expanded basic pay the 85% - 100% rate. Broadcast basic is the level of service that is received by all subs in a system and may only contain over the air local broadcast television stations, superstations, C-SPAN1 and II (or other similar non-advertiser supported government or public affairs channels), home shopping channels, religious channels, an:{ program guide, local origination channels, one ad-supported, satellite delivered programming service, and allY other program services required by applicable law, rule or regulation. Expanded basic is the level of service offered by a system which is received by the second most numerous group of subs in a system or, if a system does not carry a broadcast basic level, the most numerous group of subscribers. Volume Discount There are additional volume discounts based on incremental distribution of Comedy Central. As systems launch or reposition to basic or expanded basic and the NCTC reaches incremelltal benchmarks the above rates will be lowered. SE~e contract fOI" details. Launch Incentives See attached Launch Incentive Sheet. Riqhts CATV: Yes xDSL, SMA TV: Yes, certain restrictions apply Contract Provisions Must be carried on basic or expanded basic and must be offered as part of a package of services containing at least nine networks. Any system that carried Comedy Central priol" to January 1, 2005 on a level of service other than basic or expanded basic may continue to carry Comedy Central at the same or more favorable level of carriage. Channel Position: Cannot change the channel on which Comedy is carried to a channelmceived by fewer subscribers, without MTVN's prior writtf~n consent. Migration: Comedy cannot be moved to a less widely distributed level of carriage in a system. Ad Avails: 3 minutes per hour, certain restrictions apply. See contract for details. All terms and conditions of the agreement are confidential and may not be disclosed to th rd parties. Bulk Rate and Commercial Rate: E.B.U. Formula, no minimum unit requirement Comedy may not be received at any location where a cover charge or admission fee is charged. Most Favored Nation Provision: No CONFIDENTIAL AND PRIVILEGED INFORMATION This information is for reference only. Should discrepancies or errors exist. the terms of the master agreement will prevail. Comedy Central Launch clnd Reposition Incentiv4:!s I- i -- This launch incentive offer is subject to Illember's completion of the Participation Agreement for the Comedy Central contract that is effective January 1, 2005. 2004 Systems that launched Comedy on basic or expanded basic from July 1,2004 through December 31, 2004 will be eligible to receive $1.50/Comedy sub. The NCTC will submit for the launch support and will remit to member when payment is received from programmer. 2005 Systems that launch or reposition Comedy on basic or expanded basic from January 1, 200:5 through December 31,2005 will receive $1.50/Comedy sub. Systems that reposition must complete the Launch Reposition Form and will be paid on their incremental Comedy subs. The NCTC will submit for the launch support and will remit to member when payment is received from programmer. 2006 Systems that launch or reposition Comedy on basic or expanded basic from January 1, 200,3 through December 31,2006 will receive $1.50/Comedy sub. Systems that reposition must completE the Launch Reposition Form and will be paid on their incremental Comedy subs. The NCTC will submit for the launch support and will remit to member when payment is received from programmel". New Builds: Concurrent with the launch of Comedy, systems may include each sub receiving Comedy during the 12-month period beginning with the system's first launch (i.e., first paying subscriber). Contract Effective: 1/1/05 ~ {~ Participation Agreement The undersigned member ("Member ") of National Cable Television Cooperative, Inc, ("NCTC") hereby elects as of the date shmvn belmv to be included under the Affiliation Agreement by and between NCTC and Comedy Central, a division of V iacom I nternationaL I nc. (" N et\vork"), dated as of January I, 2005 (the" Agreement") and incorporated by reference herei n, and agrees to be bound by, and comply with all of the terms and conditions contained in this Participation p,greement and the Agreement. Member hereby acknowledges that a copy of the i\greement ha~ been provided to Member by the NCTC and that Member has read the Agreement. Without limiting any other obligations Member may have hereunder. Member agrees to make payments to\letwork through NCTC under the Agreement with respect to the Systems desigtlated on the System Participation Form attacled as Exhibit A and all Systems that may be subsequently added in accordance with the Agreement pursuant to a System p,] rticipation Form attached hereto as Exhibit A. Member represents to Network and NCTC that: (i) Member is an entity duly organized and validly existing under the laws of its state of organization: (ii) Member has the corporate power and authorit) to enter into this agreement and to perform fully its obligations hereunder: (iii) the Agreement and this Participation Agreement are valid, binding and enforceable agreements of Member; (iv) Member is not under any contractual or other legal obi igation which in any way interferes \\il h its full, prompt and complete performance under the Agreement and this Parti..:ipation .;:\greenlL'nt: (\) Member owns, man'lges or otherwise controls each cable system to which an) senice is distributed cinder the Agreement: (vi) each such cable sy..;tem is a "cabk system" or "multichannel \ ideo programming distributor" as defined in the Communications Act of 1l).14 ,h amended: (vii) \lcmber holds a valid franchise a\\arded by the appropriate go\ernmental authorit) (or equi\alent authorization if no franchise has bel-'n awarded) to operate a cable television system or multichannel \ideo programming senice in each area served b) each sllch system. i\.1EMBER ACiREES TO INDEMNIFY, ,\ND HOLD NETWORK AND NCTC HARMLESS FROM ANY LIABILITIES, CLAIMS, COSTS, DAMAGES AND EXPENSES. INCLUDING REASONABLE ATTORNEY FEES, ARISI:\G OUT OF THE BREACH OF ANY OF THE TER\1S OF THIS i\.1EI\1BER PARTICIPATION ACiREEMENT OR THE AGREEMENT BY MEiv1BER. MEMBER ALSO REPRESENTS THAT AS OF THE DATE OF THIS PARTICIPATION AGREE'v1ENT MEMBER IS CURRENT IN ALL PA YMENTS OWED TO NETWORK OR NCTC AND IS IN FULL COMPLIANCE WITH ALL OTHER TERMS AND COi\DITIONS OF THE AGREEMENT l\1ember agrees to comply 'lith all additional participation and other requirements, including, without limitation, launch, carriagl' and distribution commitments and ohligations, contained in the Agreement and in the NCTC Program Summary for Network, a copy of each of which is attached to this Participation Agreement. In the event of conflict between the NCTC Program Summary for Network and the Agreement., the terms of the Agreement shall govern. The Agreement and this Participation Agreement contain the full understanding of Network and Member \\ ith respect to the subject matter hereof and supersede all previous agreements b~tween Network and Member or between Ne:work and NCTC relating to Member's distribution of Network's services set forth in the Agreement. The terms and conditions of the Agreement and this Participation Agreement shall survive and shall not be affected by the bankruptcy, insolvency, or sale of Member (or Member's cable system(s)), subject to the provisions of the Agreement and applicable laws. Any changes made to this Participation Agreement, whether hand written or otherwise, shall render it void and of no effect and Member shall not be eligible to be included under the Agreement. This Participation Agreement shall be governed by the internetllaws of the State of New York. Name __~~_b~~_~~____________ Title _f.~~1!-.~~_9~~~ Signature__~__~~_______ _________________________ Member Company __~LL~_tlr:_.!t~f~~_II1.~__ NCTC ID# _~~lr_J_eQ____ Date of Election____~___________________ T oday's Date____~)?-zl125;::-- (from previous page) r:-7 c ~ ./ ", - -" c ';/;/ .g~;/