HomeMy WebLinkAbout2005-068 Agrmt - Fox (FX)
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Description (Supplied by Programmer) .--
FX is the flagship general entertainment basic cable network from Fox. Launched in June of 1994, FX is carried in
more than 85 million homes. The diverse schedule features a growing roster of distinctive original series, including
two Golden Globe Award winners for Best Drama Series, The Shield and NiplTuck; and Rescue Me featuring Denis
Leary. FX will premiere two new original dramas - Over There. produced by Steven Bocho; and Thief, featuring
Emmy Award winning actor, Andre Braugher. FX's line-up also boasts critically acclaimed Original Movies like
Redemption, starring Jamie Foxx, and an established film library with box-office hits from 20th Century Fox and other
major studios. Additionally, the network features America's number one spectator sport, NASCAR. In 2004, for the
first time ever, FX ranked in the top ten among all basic cabl,:; networks in household rating (#10) and Adults 18-49
(#6). For more information on current FX programming, log on to foxcable.com
Contract Term
December 31, 2010
Any NCTC member which elects to become a Participating Member hereunder may not withdr6 w from
this Master Agreement prior to its expiration without the prior written consent of NCTC and, if required by
the terms of this Master Agreement, the applicable pre grammer, PF.~OVIOEO that an NCTC member that
has divested one or more cable television systems (in a bona fide, arms-length transaction or s,~ries of
related transactions) may withdraw that system from this Master Agreement with only the prior written
consent of the applicable programmer (if such consent is required by the terms of this Master
Agreement).
Participation Provision
The NCTC Master Agreement allows members to switch over from an existing Individual Affiliation
Agreement to the Master Agreement. Participating Member MUST: (i) not be on Account Hold with the
NCTC and, (ii) be current in payment to Fox Cable Networks and not in breach of any agreement with any
Fox owned entity.
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) Mail or fax forms to NCTC at (866) 628-2774.
Pavment Procedure. Due Date and Penaltv for Default
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 shoJld 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 ;~5th of
the month will be assessed a late fee of 1.5% which will appear on the next month's invoice anci 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 A~Jreement or their Membership in NCTC.
Members who fail to meet their financial obligations to the NCTC may be excluded, at the NCTC's
sole discretion, 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 programming 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-
590(~628-2774 (toll free) or (913) 599-5903
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~FX.
Rates
80% or greater
2005
$.385
2006
$.405
2007
$.425
2008
$.445
2009
$.465
2010
$.485
FX is a basic service and can only be carried to greater than 80% of total system
subscribers or on expanded basic without regard to penetration if system has a
qualified broadcast basic level of service*
*The broadcast basic level of service can include only local broadcast signals, alpha-numeric channels,
program guides, not-for-profit religious channel, public affairs channels, C-SPAN, C-SPAN II, home shopping
channels, community bulletin board channels, WGN, TBS and not more than two other satelli1e delivered,
national advertising supported video programming services.
Riqhts: CATV, MMDS, SMATV, xDSL: Yes
DBS, TVRO, KU-Band or C-Band satellite or computer tec'lnology (e.g., internet or other IP-based distribution): No
Contract Provisions
Channel Position Obligations: FX must be distributed at all times on a channel position either: between 2
and 30 (or the lowest channel numbers with respect to any systems that does not utilize channel numbers 2
- 30) or within two channel positions of ABC, CBS, NBC, FOX, USA, TBS, SpikeTV, TNT, Comedy Central
or Bravo on such FX system with the following exception: any Member or system that switches over from
another FX Agreement to the NCTC/FX Agreement shall be permitted to continue to distributE! FX on the
channel position until system makes any change not required by law or modification to its channel line-up
(system must then comply with the above channel position obligations).
FX may not be moved to a less-penetrated package or tier of services. If a system distributes all of the
analog services (including FX) on a single level of service that system may create a qualified 13roadcast
Basic level of service and FX does not have to be distributed on broadcast basic.
Blackouts: Due to League Restrictions systems must comply with FX's requests to blackout any FX
programming that may not be distributed in all or any portions of a participating system's distribution area.
Bulk Rate: E.B.U. Formula, must pay on 50% minimum of units in each MDU.
Most Favored Nation Provision : Yes
Ad Avails: 3 minutes per hour
Courtesy Account Provision: Yes, not to exceed 1 % of total system subs
Commercial Establishments: Systems may distribute to commercial establishments on any level of
carriage, except pay-per-view, pay-per-day or other similar level of carriage. FX may not be distributed to
any commercial establishment if a fee or charge is imposed on any patron of the establishment for the
privilege of viewing FX. Complete the attached Commercial Establishment Form if the commmcial rate is
higher than the non-commercial rate or if system(s) offers FX to commercial establishments on an a la carte
basis.
Additional Programming: FX may offer, on a surcharge basis, additional sports programming not
otherwise included as part of the service. Members may elect to either accept or reject the ot-=er by written
notice to FX within 30 days after receipt of offer. Members that accept the offer will carry the additional
programming in its participating systems and the rate will be increased by the related increase. Members
that do not deliver to FX written notice of acceptance of offer will be deemed to have rejected the offer and
will not distribute the additional programming and the rate will not be increased. FX will provide those
members alternate programming.
This agreement does not include retransmission consent rights.
CONFIDENTIAL AND PRIVILEGED INFORMATION
This information is for reference only. Should discrepancies or errors exist, the terms of the master agreement will prevail.
Contract Effecti ve: 1/1/05
~4FX.
Participation Agreement
The undersigned member (" Member"). by its execution of this Participation Agreement, agrees to and ,Kknow ledges: (A) it
agrees to be bound by each of the terms and conditions contained in the attached FX MASTER AFFILIATION AGREEMENT
(the "Master Agreement"). dated effective January I. 2005, bclween FX Networks. LLC ("Network") and National Cable
Television Cooperative. Inc. ("NCTC"). and (B) specifically agrees. effective as of or the date on
which Member first carries the Service (as defined in the Master Agreement) under the Master Agreement. whichever is earl ier
(the "Participation Start Date"). as follmvs:
I.
Member has read and understands all the terms and conditions of the 1\1aster Agreement. Member has the power and
authority to enter into the Master Agreement and is a member of the NCTC and is current in all its obi igations to Net\vork.
if any. Execution of this Participation Agreement by Member will constitute its execution of the Master Agreement
effective as of the Participation Start Date.
')
All representations and \\arranties made b) NCTC to Network throughout the Master Agreement will apply to Member as
if made by Member in addition to all Participating NCTC 1\1ember representations and warranties set forth in Section 9(c)
of the Master Agrecment.
4.
Member undertakes all obligations set forth in the 1\1astn ,'\greement applicable to Participating NCTC Members as if it
were a direct signatory to the !\laster Agreement effectiw as of the Participation Start Date. Mcm~..,er hereby agrees to
continue to carry and/or launch the Service as set forth in il~.; corresponding SPF for the remainder of the Term
notwithstanding its withdrawal from NCrc.
5.
If Member sells any Participating System during the Term. :\1(~mber \\ill compl) with Section 2( d)( ii) of the Master
Agreement with respect to each such sold Participating S) stem.
6.
This Participation Agreement is not a guarant,"?e of pay ment or performance by r\crc but all undertaking of an
independent and direct payment and performancl' obligmion and guar,lIltee by :Ylember with respect to all obligations of
Member as a Participating NCTC Member under thl' Vl,lStl'r Agreement. Member guarantces and is obligatcd to make all
payments to Network (through NCTC) under thL' I\bskr ,\gn?ement in connection with the Plrticipating Systems
designated on the attachl'd S) skm Participation Form. On the occurrence of a breach of the Master Agreement. each of
Network and NCrC can make an immediate and direct demand of performance or payment to Mcmbn (without having to
first make any demands of NCTC in the case of i'ktwork). \1ember acknowledges that a separate acti~)n or actions may be
brought and prosecuted against \1ember whether or not ,!ction is brougnt against NCTC or any other person or whether or
not NCTC or an) other IkTson i" joined in any such actiol or actions.
7.
MEMBER LNDERSTANDS .\ND ACKNOWLEDGES TH,\T. PLRSUANT THE NCTC 1\1EM13ER AGREEMENT
BETWEEN MEMBER ,\ND NCTC (A) NCTC HAS THE RIC;HT TO TAKE ACTION ACAINST A BREACHINC
\!lEMBER (INCLUDING. BLT NOT LIMITED TO. A CLAIM FOR DAMAGES. AN ACTION FOR SPECIFIC
PERFORMANCE AND TERVIINATION OF MEl\lBER' \lE\1BERSHIP IN NCTC) AND (B) i'v1EMBER AGREES TO
INDEMNIFY. DEFEND AND HOLD HARMLESS NCTC FROVI A~,Y LIABILITIES. CLAIMS. COSTS. DAMAGES
AND EXPENSES (INCLLDING. BUT NOT LI\lIT'ED TO. REASONABLE ATTORNEY'S FEES I ARISINC; OUT OF
\!1EMBER'S BREACH OF THE !\ilASTER ACREEVIE:\T OR SUCH\fCrC MEMBER AGREEMENT.
Any r\CTC member which elects to become a Participating Vlember hereunder may not withdraw from this Mastcr Agreement
prior to its expiration without the prior written consent of :\fCTC and. if required by the terms of this Mastcr Agreement. the
applicable programmer. PROVIDED that an NCTC member that has divested one or more cable television systems (in a bona
fide. arms-length transaction or series of related transactions) ma) \\ithdnl\\ that system from this Master Agreement with onl)
the prior written consent of the applicable programmer (if such COlhent is required by the terms of this M,l'iter Agreement).
The Master Agreement and the above provisions of this Participation Agreement will survive and will Il>Jt be affected by the
bankruptcy. insolvency. or sale of Member subject to the provisions of the \1aster Agreement.
ACKNOWLEDGED AND AGREED:
Legal Name of Company_~trtJ~ A-SHt.IM/tJ-I-_~~~+-fi't_!"I-I./!l rt/1f.OU..GH- JL~__AJNl.4A>IJ
Name L~ E. ~Nh'j~d./J- Titl13 ~AAl!'~ i'J1f2~d()L.
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Signature
TocJay's Date
S/2-7/0~
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