HomeMy WebLinkAbout2012-055 Lease Amd 1- Ashland Home Net TELEVISION HEAD-END SYSTEM LEASE AGREEMENT AND CONTRACT
BETWEEN
CITY OF ASHLAND, OREGON
AND
ASHLAND HOME NET
Amendment#1
TELEVISION HEAD-END SYSTEM LEASE AGREEMENT AND CONTRACT("Agreement")
entered this 1 st day of January, 2011, between the City of Ashland, Oregon, ("City") by and through its
Ashland Fiber Network division ("AFN"), and Ashland Home Net, a Nevada Corporation, hereinafter
referred to as "Home Net".
WHEREAS, in November, 2010, AFN issued a request for proposals ("RFP," attached hereto as Exhibit
A) for the lease of the television head-end (as defined below) and the provision of cable television
services; and
WHEREAS, Operator submitted a proposal in response to the RFP issued by AFN (the "Proposal,"
attached hereto); and
WHEREAS, after reviewing Home Net's proposal,the RFP Evaluation Committee selected Home Net to
as the successful proposer to lease AFN's television head-end and provide television services as
described in the RFP; and
WHEREAS, Home Net wishes to provide services to the Ashland, Oregon, community as described in
the RFP for the incentives negotiated with AFN; and
WHEREAS,this Agreement serves as a lease for the television head-end and contract for services
between AFN and Home Net; and
WHEREAS, Home Net must execute a Franchise Agreement with the City because AFN is not a cable
television operator and will not maintain a cable television franchise; and
WHEREAS, AFN and Home Net entered into the Agreement February 10, 2011, and changes in the
cable television industry have rendered certain parts of the original agreement no longer feasible, and
both parties now desire to amend the Agreement;
NOW, THEREFORE, THE CITY AND ASHLAND HOME NET HEREBY AGREE TO AMEND THE
AGREEMENT AS FOLLOWS:
1. LEASE OF TELEVISION HEAD-END: Is left without amendment.
2. LEASE FEES
2.1 BASE OPERATING FEES: Home Net pay to AFN, as rent and for the cost of basic
operations of the television head-end, a set monthly fee effective retroactive back to January 1,
2012. However, an amount of$75,000 outstanding from the original agreement is hereby
reduced to $37,500 and is agreed to be paid to the City in monthly installments or lump sum by
July 31, 2012. Future Base Operating Fees will be $1750 per month with an annual charge of
$200 for security for a total of$21,200.
2.2 MISCELLANEOUS CHARGES AND FEES: Home Net shall pay AFN for services
rendered per the table in this section. Payments for services are due and payable no later than
thirty(30) days after the billing period, or per date listed on invoices sent by AFN. Payments
shall be made by Home Net without deduction or setoff of any kind, and be addressed to AFN at
the address set forth in this Agreement. Fees, hourly rates, and miscellaneous charges will apply
RFP—Television Services,January 1,2012,Page I or 3
from the effective date of this Agreement and last through June 30, 2012, after which they may
be amended by AFN provided AFN gives Home Net 60-days prior notice.
2.2.1 Traps. Home Net shall pay for cable television traps ("filters").
2.2.2 Signal Filings. AFN shall pay for annual aeronautical signal leak detection
and fly-over examinations, which shall be filed accordingly with the FCC by
AFN.
2.2.3 Waivers & Discounts. At its discretion, AFN may waive Miscellaneous
Charges and Fees or charge reduced rates.
Description
Installation Fee
(Additional charges for parts and supplies apply.) [$20.00]
Disconnect Fee $50.00
Standard Outlet Fee $20.00
Add/Remove Trap Fee $10.00
Field Technician Hourly Rate
(Non-standard work such as advanced troubleshooting,nonstandard outlets, [$40.001
wall fishing,etc.
Consulting and Technical Support—Hourly Rate
(Charge applies to support for issues not related to AFN infrastructure [$70.00]
performance and reliability.)
Staff Screening Fee
(Charge for each employee submitted for authorization to access AFN and [$150.00]
City Service Center facilities.)
2.3 REVENUE SHARING: Revenue sharing payments shall be due and paid monthly no
later than the twenty fifth (25`h) day of the following month. Revenue sharing shall be for the
following services and calculated and described:
2.3.1 Non-Advertising Revenue are revenues from all services other than
advertising sales. Revenue share shall be paid by Home Net to AFN at 7%of
all Non-Advertising Revenues, with a minimum of$75,000 per year,
beginning January 1, 2012, and excluding the amount in Section 2.1.
2.3.2 Advertising Revenues are those revenues generated from the sale of
advertising time and/or services. Home Net shall pay AFN 0%of its
Advertising-related Revenues for the first three years of the original
agreement(January 1, 2011, through December 31, 2013, after which AFN
will receive 5%of revenues.
3. SPECIAL EXAMINATIONS: Is left without amendment.
4. TERM OF AGREEMENT: The term of the original Agreement is revised as noted above
and continue through the following dates(with other terms noted):
Dates Term Base Operating Fee Technical Operating
Review Basis Review Basis
January 1'2012'to $175o/month plus 7% Services& Financial&
December 1,2014 Three years of applicable revenue Compliance Marketing
One-year extension or
Fifth Year of the
January 1, 2015,to original agreement as To be negotiated Services& Financial&
December 31, 2015 amended by this Compliance Marketing
agreement
4.1 AFN may, at its sole discretion, extend the term of this Agreement for one additional one
year term. The extension shall be communicated in writing by AFN and sent to Home Net at
least ninety(90)days prior to the end date of this Agreement.
4.2 The terms of the 5b Year will be negotiated.
RFP—'television Services,January 1,2012,Page 2 or 3
5 USE OF PROPERTY: Is left without amendment.
6 STORE-FRONT LOCATION: Is left without amendment.
7 WHOLESALE TELEVISION PRODUCTS: Is left without amendment.
8 BILLING, ACCOUNTING, AND CONTRACTS: Is left without amendment.
9 CONDITIONS OF USE:
9.1 -9.7: Is left without amendment.
9.8 Minimum Customers. This section is deleted.
9.9 New Customers. This section is deleted.
9.10 Customer Churn. This section is deleted.
All other sections and terms of the original agreement remain in force.
IN WITNESS WHEREOF the parties have executed this Agreement at Ashland, Oregon, on this
.3 day of 12012.
By: City of Ashland By: Ashland Home Net
Lee Tuneberg, ACA/Finance D ctor Jim , r
ORDER
The governing bo y hereby approves and authorizes the terms o this lease as set forth above.
M r/Mayor's Designee, Cit Ashland Date
UP—Television Services,January 1,2012,Page 3 or 3