HomeMy WebLinkAbout2005-158 Agrmt - Playboy Channel
PLAYBOY ENTEBT1UNMENT CBOU~ INC.
July 14, 2005
Ms. Kari Olson
The City Of Ashland, Oregon by
and through its Ashland Fiber
Network Department
90 N. Mountain Avenue
Ashland, OR 97520
Re: MSO #6892
Dear Ms. Olson:
Enclosed please find a fully executed copy of the Playboy Televis!ion License
Agreement dated as of June I, 2005.
sii;elY,
~
Laura Glass
Senior Mar, Legal & Risk
Management Administration
Ig
Enclosures
cc (w/enc):
(wo/ enc):
S. Damico, C. Rodriguez
J. Blinderman, R. Liebrecht, A. Peries, D. Shelebian, C. Zulfer
2706 MEDIA CENTER DRIVE/LOS ANGELES, CALIFORNIA 90065/323 276-4000/FAX 323 276-4502
PLAYBOY TELEVISION
LICENSE AGREEMENT
This Agreement is made as of June 1, 2005 between PLAYBOY ENTERTAINMENT G;ROUP, INC.
(IIPlayboyll), a Delaware corporation, located at 2706 Media Center Drive, Los J\ngeles, CA
90065, phone 323-276-4000, fax 323-276-4500, and THE CITY OF ASHLAND, OREG<)N BY AND
THROUGH ITS ASHLAND FIBER NETWORK DEPARTMENT, an Oreaon municipality with offices at 90 N.
Mountain Avenue, Ashland, Oregon 97520, and whose telephone and facsimile numbers are
541-552-2316 and 541-552-2436 respectively (IIAffiliatell).
Subject to the terms hereof, Playboy hereby grants to Affiliate the non-exclusivE~ license for
television distribution and/or reception and distribution, as applicable, of the Service in the
Territory (as defined below) on Systems to Affiliate's Basic Subscribers by Cable Technology,
SMA TV, MMDS, LMDS, OVS, and/or by way of Digital Subscriber Lines via thE~ telephone
infrastructure of the incumbent independent local exchange telephone company within
Affiliate's Operating Area (as defined below). The Basic Subscribers may then ordel' the Service
on a Subscription Purchase basis, including SVOD, (in which case those Basic Subscribers
become Service Subscribers) or as a pay-per-view event on a Demand Purchase bosis. Affiliate
is also given a non-exclusive license to use the Marks as set forth below.
1. THE SYSTEMS. The systems listed below (the IISystemsll) are hereby authorized to
distribute the Service:
Name & Address Of Systems Playboy ID # Type Of Service Esti mated
Launched Date Of
Launch
Ashland/ Ashland 6893 cable - monthly - 07/05/05
90 N. Mountain Avenue Director's Cut
Ashland, OR 97520
Affiliate represents and warrants that all Systems are wholly owned by Affiliate, or in the case of
Systems that are receiving the Service via Digital Subscriber Lines, Affiliate represents and
warrants that each of Affiliate's Systems listed above or added during the Term of this
Agreement is and will remain a System for which Affiliate has the authority to provide video
programming either because Affiliate owns, controls, manages, or operates such System or
pursuant to an enforceable written Transmission Agreement with such System as provided in
Paragraph 4 hereof. Additional Systems may be added on not less than fifteen (15) days' prior
written notice supplied to Playboy. Affiliate may drop any System once added to the Systems
included hereunder upon not less than thirty (30) days' prior written notice to Playboy.
2. ADDITIONAL DEFINITIONS. As used in this Agreement, the following terrns shall have
the respective meanings indicated below.
a. Basic Subscriber: Any single family dwelling which is receiving or which is
authorized to receive any level of programming services which may be purchased from any
System. If the single family dwelling happens to be a Unit ~, an apartment or condominium
unit) each such Unit shall be deemed to be a separate Basic Subscriber.
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b. Billina Period: Any calendar month during which the Service is offeredto Affiliate's
Service Subscribers and/or Demand Purchasers. Only the initial Billing Period may be a partial
month.
c. Cable Technoloay: The means of delivering video programming by coaxial, fiber-
optic or other type of cable, specifically excluding via the Internet or World 'Nide Web.
Notwithstanding the foregoing, the use of IP technology to deliver video programming shall not
be prohibited if and so long as each of the following conditions is met: (1) such use of IP
Technology employs a commercially adopted conditional access and control method under
the control of Affiliate; and (2) such IP-based delivery of video programming terminotes prior to
the delivery of such video programming from a device under the sole control of Affi iate (e,g. a
set-top box) to a device not under the control (or sole control) of Affiliate (e.g, a television or
monitor).
d. Demand Purchase: Each individual purchase of the Service from the Affiliate by
a Basic Subscriber in a Unit, which, at the conclusion of the period so purchased (be it a time
period or an event), requires a further transactional decision by the Basic Subscriber to continue
receiving the Service, specifically excluding VOD, The Basic Subscribers who purchase the
Service in such a manner shall be known as "Demand Purchasers."
e. Digital Subscriber Lines: The means of delivering video programming to television
set-top boxes by using modems on either end of a single copper twisted pair wire or fiber optic
telephone line (sometimes referred to herein as "DSL") specifically excluding via thE~ Internet or
World Wide Web. Notwithstanding the foregoing, the use of IP technology to deliver video
programming shall not be prohibited if and so long as each of the following conditions is met:
(1) such use of IP Technology employs a commercially adopted conditional access and control
method under the control of Affiliate; and (2) such IP-based delivery of video programming
terminates prior to the delivery of such video programming from a device under the sole control
of Affiliate (e.g, a set-top box) to a device not under the control (or sole control) of ;\ffiliate (e.g.
a television or monitor).
f. Direct Broadcast Satellites: The means of delivering video programming direct to
the home by a single high-powered satellite to K- or Ku-band satellite reception dishes and
referred to herein as "DBS." Such means of delivery also may be referred to herein as IIDTH
Technology. II
g. FCC: Federal Communications Commission.
h. LMDS Systems: The means of delivering video programming by direct broadcasts
to single family or multiple dwellings containing Units by the use of microwave frequencies,
including only those frequencies classified by the FCC as Multichannel Multipoint Distribution
Service, Multipoint Distribution Service, Instructional Television Fixed Service, and Operational
Fixed Service,
i. Marks: The service marks, trademarks, trade names and logos owned by Playboy
or its parent corporation, Playboy Enterprises International, Inc., including without limitation
"PLAYBOY", IIPLAYMATE", "PLAYBOY TV," "PLAYBOY TELEVISION," and the RABBIT HEAD Design, all of
which are being licensed exclusively for use in connection with the distribution and the
promotion, marketing and sale of the Service.
j. MMDS Technoloay: The means of delivering analog or digital video programming
by direct broadcasts to single family or multiple dwellings containing Units by the use of
microwave frequencies, including only those frequencies classified by the FCC as Multichannel
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Multipoint Distribution Service, Multipoint Distribution Service, Instructional Television Fixed SeNice,
and Operational Fixed SeNice.
k, Operatina Area: Any geographic area where an owner or operator of a Service
System has a franchise or license from an appropriate governmental authority to operate a
Video Distribution System and is operating a Video Distribution System within such areo,
I. OVS: Any facility consisting of a set of transmission paths and associated signal
generation, reception and control equipment that is designed to provide video pro~lramming to
multiple subscribers within a service area and that the certification for which is approved by the
FCC pursuant to 47 C.F.R. 76.1502, other than via the Internet or WorldWide Web,
Notwithstanding the foregoing, the use of IP technology to deliver video programming shall not
be prohibited if and so long as each of the following conditions is met: (1) such use of IP
Technology employs a commercially adopted conditional access and control mE~thod under
the control of Affiliate; and (2) such IP-based delivery of video programming terminates prior to
the delivery of such video programming from a device under the sole control of Affiliate (e,g, a
set-top box) to a device not under the control (or sole control) of Affiliate (e.g. a television or
monitor).
m. Service(s): Subject to the assignment provisions set forth in Paragrap h 14 hereof,
the adult-oriented pay television programming services currently known as "Playboy TV Classic"
and III1Playboy TV Director's Cut" and the SVOD derivative thereof to be provided to Affiliate
hereunder, whether such service is identified as "Playboy Television," "Playboy TV," "Playboy TV
Director's Cut" "Playboy TV Classic, II or any other service mark designated by Playboy. Such
services shall sometimes collectively be referred to as the "Service(s)." When used in conjunction
with SVOD, the Service shall refer to all content provided by Playboy for distribution on a SVOD
basis.
n. Service Subscriber: Any Basic Subscriber to whom any System provides or is
authorized to provide the Service on a Subscription Purchase basis, The Service Subscriber count
for any Billing Period shall be as follows: Affiliate shall add (i) the total numbEH of Service
Subscribers in all Systems at the last day of such Billing Period and (ii) the total number of Service
Subscribers in all Systems at the last day of the then immediately preceding Billing Period, and
shall then divide such sum by two.
o. Sianal: Playboy's regular satellite signal including any program blockouts and
Playboy's separate free preview satellite signal, if any, including all the related video, audio, and
data signals downlinked on the main carriers and subcarriers of such satellite signals.
p. SMATV Technoloav: The means of delivering video programming by satellite to a
master antenna which then utilizes coaxial, fiber-optic or other type of cable to Basic
Subscribers, provided no such cables cross public rights of way.
q. Subscription Purchase: The purchase by a Basic Subscriber of the Service for a
period of time on a subscription basis, most commonly monthly, which automatically renews
itself for the following period if the Service Subscriber does not take affirmative steps to
discontinue reception, specifically excluding the capability for a Basic Subscriber to control the
exhibition of the Service with functionality such as play, stop, rewind, and fast forward,
commonly known as Subscription Video-On-Demand or SVOD, The Basic Subscribers who
purchase the Playboy Service in such 0 manner shall be known as "Subscription Purchasers" or
"Service Subscribers."
r. Subscription Video-On-Demand C'SVOD"): An offering of programs derived from
the Playboy TV Service made available on a Subscription Purchase basis (for or without an
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additional charge) to Subscription Purchasers on a VOD basis. Subscription Purchosers of the
Playboy Service who receive the Playboy SVOD Service shall sometimes collectively be referred
to as "Subscription Purchasers" or "Service Subscribers."
s. Territorv: Subject to the restrictions set forth in subparagraph 5.c. bEllow and/or
such other restrictions that Playboy may impose from time to time, for both the Playboy TV
Classic and Playboy N Director's Cut service: The geographic boundaries of the United States
and/or, in the English language only, to United States territories and possessions.
t. Transmission Aqreement: Shall mean and refer to a valid and binding written
agreement which Affiliate has entered into with a System permitting a System to transmit the
Service or permitting Affiliate to use such System's infrastructure to transmit the Service via DSL in
compliance with the terms and conditions of this Agreement.
u. Unit: Each apartment available for rent by the general public in an apartment
building or condominium.
v. Video-On Demand ("VOD"): The capability for a Service Subscriber to order
(other than pursuant to a prescribed schedule) and control the exhibition of individual programs
comprising the SVOD Service with functionality such as play, stop, rewind, and fast forward when
provided on a Demand Purchase basis.
3. CONTENT OF SERVICE,
a. Playboy shall, in its sole discretion, include such programming in the Service as it
deems appropriate from time to time to deliver an adult-oriented pay television service. The
number of programs and total number of programming hours that comprise the SVOD Service
shall be at Network's sole discretion. Affiliate shall have no right to alter, substitute or delete or
otherwise modify the Service as provided by Playboy, provided, however, that Affiliate may
digitize, compress and transmit the signals for the Service through real time encodE~rs. Playboy
shall have the exclusive right to extend, reduce or otherwise change the hours during which the
Service is being delivered to the Systems.
b. Affiliate may not in any way imply that any non-Service Programmino is a part of
or is connected in any way with the Service. Affiliate shall not exhibit or transmit any Service
programming at any time other than as scheduled by Playboy. Affiliate hereby acknowledges
that from time to time Playboy may modify the programming to be supplied as part of the
Service without prior notice, and Playboy shall not be held liable in any way by Affiliate for such
changes.
4. TRANSMISSION, DISTRIBUTION AND USE OF THE SERVICE.
a. Playboy shall use commercially reasonable efforts to transmit thE~ Service by
means of such communications satellite(s) as may be designated by Playboy to Affiliate, or
Affiliate may elect to receive the Service from a Playboy-licensed alternate provider of the
Service (the "Alternate Provider").
(i) Should Affiliate wish to receive the Service from such Alternate
Provider, then Affiliate shall notify Playboy in writing of Affiliate's choice and of the identity of the
Alternate Provider from whom Affiliate plans to receive the Service. Affiliate also shall enter into
a written agreement with such Alternate Provider governing the provisions of the delivery of the
Service to Affiliate (the "Alternate Signal Agreement"), Playboy shall have no liability or
obligations under the Alternate Signal Agreement, the Alternate Signal Agreernent shall be
subject to all provisions of this Agreement, Affiliate shall make all payments in a till"lely manner
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due the Alternate Provider under the Alternate Signal Agreement and Affiliate shall look solely to
the Alternate Provider for the delivery of the Service and the performance of the Alternate Signal
Agreement. In no event shall any breach or default or other failure to perform under the
Alternate Signal Agreement relieve Affiliate of Affiliate's obligations under this Agreement
including to pay Playboy the Service Charge and to provide reports and records to Playboy. In
the event of a breach or other failure to perform by the Alternate Provider under thE~ Alternate
Signal Agreement Affiliate promptly shall notify Playboy in writing, setting forth in reasonable
detail the specifics of such breach or failure to perform.
(ii) In the event Affiliate receives the Service via the Alternate P!'ovider, it is
expressly understood that in the event this Agreement is terminated, Playboy may oeauthorize
the signals comprising the Service without liability to Affiliate or the Alternate Provider.
b. REDISTRIBUTION: Provided that Affiliate obtains a valid Transmission Agreement
Affiliate shall have the right at Affiliate's expense to, demodulate, remodulate and redistribute
the Signal over the facilities of the Affiliate owned, controlled, managed or operated System for
reception by such System of Affiliate. The redistributed signal of the Service shall be of
broadcast quality and shall in all other ways and at all other times comply with all other terms
and conditions contained herein for distribution of the Signal.
c. SUBDISTRIBUTION:
(i) Except as explicitly provided for in this subparagraph 4.c.,
subdistribution of the Service is expressly prohibited, It shall be deemed "Prohibited
Subdistribution" to transmit the signal of the Service to a non-Affiliate "DSL" system opE~rator, a "C-
Band satellite operator," an operator of "broadcast television," an operator of "low-powered
television," or via Cable Technology, DBS, MMDS, OVS, or SMATV Technology, MMDS Technology
or SMATV Technology, as such terms are now or hereafter generally defined in the poy television
industry, or any other entity for the rebroadcasting or retransmission of the Smvice or its
programming to any customer or end user of any such entity. Any such authorization requests
received by Affiliate shall be forwarded to Playboy or another party designated by Playboy. It
also shall be deemed Prohibited Subdistribution to enter into an agreement to authorize
reception of the Service by any commercial establishment including without limitotion hotels,
motels, restaurants and bars.
(ii) It shall be deemed "Permitted Subdistribution" for Affiliate
to enter into a Transmission Agreement with a System by which it authorizes and deauthorizes
Service Subscribers and/or Demand Purchasers within such System's Operating Area pursuant to
requests received from such System, as authorized by Playboy; provided that however, Affiliate
shall be responsible for each Permitted Subdistributor's compliance with all of thE~ terms and
conditions of this Agreement and provided further that Affiliate shall be wholly and primarily
responsible for the payment of any Service Charges required hereunder on bE!half of any
Permitted Subdistributor. Affiliate shall be required to provide annual Certification, by no later
than March 1 of each year during the Term, representing and warranting that each System is in
compliance with the Transmission Agreement.
(iii) Affiliate represents and warrants that if any Permitted
Subdistributor commences or engages in any form of Prohibited Subdistribution or should be in
breach or otherwise be in default under this Agreement or the Transmission Agreement then
Affiliate must immediately:
(1) notify Playboy in writing that such Prohibited
Subdistribution, breach or default has occurred.
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(2) notify the applicable subdistributor immediately
to cease and desist from the prohibited subdistributor; or
(3) take all appropriate action to cause such
subdistributor or cure the breach or default in a timely manner and/or terminate the Transmission
Agreement; and
(4)
deauthorizations by such subdistributor.
prevent
Service
authorizations
or
d, In the event of Prohibited Subdistribution, breach, or default Affiliate shall remain
liable for the Service Charges for all Service Subscribers and/or Demand Purchasers sold by such
subdistributor. In addition, Playboy shall have the option to demand that Affiliate within thirty
(30) days of receipt of notice from Playboy, pay Playboy one hundred percent CI 00%) of the
revenue derived by any Prohibited Subdistributors from Service Subscribers and/or Demand
Purchasers,
e. Affiliate shall have the right to (i) distribute the Service over an affiliatE~d System or
Permitted Subdistributor System; (ii) digitize, compress or encode as necessary to hansmit and
deliver the signal of the Service, (iii) re-uplink and transmit the Service to any satellite for
transmission and distribution to Affiliate's employees or to affiliated Systems or Permitted
Subdistributor Systems for technical testing purposes upon written notice to Ployboy ("Test
Period"). During the Test Period of any such System, Affiliate shall not be required to pay Service
Charges as required under Section 6, provided Affiliate provides the Service at no charge during
this time period and each Test Period, which shall be limited to a maximum of three (3), does not
exceed thirty (30) days.
f. Playboy shall be permitted to scramble the signals comprising thl3 Service as
Playboy deems fit.
g. Affiliate shall, at its own expense, obtain and install such earth station receivers
and other equipment as shall be necessary to enable Affiliate's Systems to receive, descramble
and transmit and deliver to Service Subscribers and/or Demand Purchasers the signals
comprising the Service. The signals delivered to Service Subscribers and/or Demand Purchasers
shall be securely scrambled by the System or otherwise rendered secure by the SystE~m.
h, In the event Playboy should switch communications satellites or scrambling
technology after the commencement of the Term of this Agreement Affiliate shall have the right
to terminate this Agreement upon sixty (60) days' written notice to Playboy if such satellite or
scrambling change materially impacts Affiliate's ability to earn revenue or conduct business
under this Agreement.
5. USE OF THE SERVICE.
a. Affiliate shall market, transmit and deliver the Service solely as a premium Wt.,
non-basic), program service only as permitted herein to single family dwellings or apartment or
condominium buildings. Apartment buildings or condominium buildings may be so served only
within the franchise boundaries of the Systems. Distribution of the Service os a monthly
programming service is also permitted. Affiliate shall not make available all or any part of the
Service or the Marks for any sponsorship, advertising, promotional public service or commercial
announcement of any party, product or service, The Playboy TV Service may be offered to
Subscription Purchasers as a stand-alone premium monthly service or in conjunction with the
SVOD Service for or without an additional fee. The SVOD Service may not be offerE~d as a stand-
alone service and may only be made available to Subscription Purchasers as an "add-on"
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feature to the Playboy TV Service. Neither the Service nor any portion thereof may be offered to
Basic Subscribers on a VOD basis other than as part of a SVOD Subscription Purchase.
b. Affiliate, both initially in its launch of the Service in any System or Systems, and at
all times thereafter, will market and promote the Service in accordance with the following:
(i) Affiliate will publicize the Service by at least two methods, including,
without limitation, barker channels, printed program guides, electronic program guides, cross
channelllspotsll and billstuffers.
(ii) The promotion of the Service, as a pay-per-view service, shall include
promotion of the ordering technology in each System, which technology available for Demand
Purchases of the Service shall be equal to or better than (in Playbols reasonable opinion) the
technology available for similar pay-per-view purchases of other services.
(iii) In Playbols reasonable opinion, the overall promotion of the Service in
exposure, value and cost to Affiliate shall be substantially equal to the promotion of any other
pay-per-view service on a System-by-System basis.
c. Affiliate shall not permit and shall take all necessary, appropriate, and
commercially reasonable precautions to prevent any use of the Service by (i) any porty which is
not a paying Service Subscriber and/or Demand Purchaser or (ii) any party which charges an
admission fee, cover charge or IIminimumll, or to a commercial establishment or non-residential
building (including, without limitation, any restaurant hotel/motel. tavern, bar, club, fraternal
organization, hospital or correctional facility), or to any communal room in an otherwise
residential building (including without limitation, any lobby or social room in an apartment house,
dormitory or similar place).
d, Affiliate shall not permit and shall take all necessary, appropriate and
commercially reasonable precautions to prevent any unauthorized or unlawful use,
reproduction, exhibition or distribution of any part of the Service or the Marks. It shall be deemed
an unauthorized exhibition to allow the Service to be exhibited to the occupants of an
apartment or other Unit which is not being charged a distinct monthly or per-viewing fee per Unit
for exhibition of the Service.
6, PAYMENT TO PLAYBOY.
a. Affiliate shall pay to Playboy, with respect to each Billing Period, not later than
thirty (30) calendar days following the expiration of such Billing Period, the IIService Chargell
calculated as hereinafter set forth in this Agreement. Playboy may change the Service Charge
at any time on not less than ninety (90) daysl prior written notice to Affiliate.
b. The Service Charge for Demand Purchases shall equal the greater of Two Dollars
and Seventy-Eight Cents ($2.78) per Demand Purchase or forty percent (40%) of the total gross
revenues earned by Affiliate frolT) Demand Purchases. The Service Charge for monthly Service
Subscribers shall be calculated as set forth in subparagraph 6(c) below. Revenues shall be
considered Ilearnedll regardless of whether the Affiliate collects payments due it from any
Service Subscriber and/or Demand Purchaser.
c. The Service Charge for Subscription Purchases shall be calculated as follows:
(i) If a System either does not offer the SVOD Service as part of the
Playboy TV Service or offers the SVOD Service as an add-on feature for an additional charge, the
Service Charge for Subscription Purchases of the Playboy TV Service (excluding the SVOD
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Service) shall equal the greater of Five Dollars and Eighty-One Cents ($5.81) per Service
Subscriber or forty percent (40%) of the total gross revenues earned by Affiliate from such
monthly subscription purchase.
(ii) If a System offers the SVOD Service as an add-on fea"ure to the
Playboy TV Service for no additional charge, the Service Charge for Subscription PLJchases of
the Playboy TV Service shall equal the greater of Six Dollars And Thirty-One Cents ($6.31) per
Service Subscriber or forty percent (40%) of the total gross revenues earned by Affiliat~~ from such
monthly subscription distribution.
(iii) If a System offers the SVOD Service as an add-on feature to the
Playboy TV service for an additional charge, the Service Charge for Subscription Purchases of
the SVOD Service shall equal the greater of Fifty Cents (50c) per SVOD Service Subscriber or forty
percent (40%) of the total gross revenues earned by Affiliate from such monthly subscription
distribution,
d. All payments required under this Paragraph 6 shall be via a check drawn on a
United States bank account and sent to Playboy Entertainment Group, Inc., 2740 Paysphere
Circle, Chicago, Illinois 60674-2740 for credit to account no, 2292148.
e. Any amounts not paid by Affiliate within thirty (30) days of when due shall accrue
interest at the lesser rate of one and one-half percent (1-1/2%) per month or at the hi~;;Jhest lawful
rate, compounded monthly from the date such amounts were first due until they are paid,
f. In thE~ event of a dispute between Affiliate and Playboy as to any amounts
properly due from Affiliate to Playboy, Affiliate shall pay that portion of the amounts not in
dispute in accordance with the terms of this Paragraph 6, and before or at the time of payment
shall notify Playboy of the grounds for disputing the remaining unpaid balance. Interest shall not
accrue on such balance for a period of fourteen (14) calendar days during which time the
parties shall use their best efforts to negotiate a settlement.
7, CROSS-DEFAULT. In addition to and without derogating from any other rights
Playboy may have hereunder, or otherwise, any material breach or default by Affiliate (or its
successors or assigns), including but not limited to, of any agreement(s) between Spice
Entertainment Inc. ("Spice") and/or Spice Hot Entertainment Inc. (IISpice Hot") alld/or Spice
Platinum Entertainment Inc. ("Spice Platinumll) and/or Playboy and Affiliate (or its successors or
assigns) (collectively, the "Other Agreementsll), may also be deemed by Playboy to be a breach
or default by Affiliate under this Agreement and any material breach or default by Affiliate (or its
successors or assigns) under this Agreement may also be deemed to be a breach cr default by
Affiliate of any or all Other Agreements, and in the event of any such material breach or default
then Spice, Spice Hot, Spice Platinum, or Playboy, as applicable shall be entitled to oxercise any
and all of its rights and remedies under the applicable agreements with respect thereto as if
such breach or default occurred under any or all of such agreements.
8. REPORTS AND RECORDS.
a. Affiliate sholl provide the following information on a monthly basi~, during the
entire Term of this Agreement within twenty (20) days after the conclusion of each calendar
month hereunder:
(i) the total number of Basic Subscribers on the first and last day of each
such month;
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(ii) the total number of such Basic Subscribers on the first and last day of
each such month who are capable of making a Demand PUrchase;
(iii) the total number of Demand Purchases made by Affiliate's Basic
Subscribers during the entire such month;
(iv) the total number of Subscription Purchases in effect as of the first and
last day of each such month, the retail prices in effect for each such type of purchose @&, the
retail price of the Service on an a la carte basis and all possible multi-pay packaQle bases) on
both the first and last day of each such month, including a brief description of the difference in
the various packages responsible for pricing differences shall be forwarded to Playboy at the
outset of this Agreement and shall be updated by Affiliate as adjustments are made; and
(v) the total number of Subscription Purchasers receivinQI the SVOD
Service, the retail rate charged for such SVOD Service, and the Subscription Purchaser usage of
individual programs comprising the SVOD service, if available.
b. For each delivery method of the Service (analog cable, digital coble, SMATV,
MMDS, LMDS, OVS, and DSL) Affiliate shall supply to Playboy, with payment of the Service
Charge and on a form provided by Playboy, any information regarding the number of Demand
Purchases, Basic Subscribers, Units, Service Subscribers, SVOD Service Subscribers, resale charges
assessed by Systems or other information reasonably necessary to determine the C1mounts due
Playboy from the sale of the Service to Service Subscribers. Within ninety (90) days otter the end
of each of Affiliate's fiscal years during any portion of which this Agreement is in effect, Affiliate
shall furnish to Playboy either (a) a letter addressed to Playboy from Affiliate's independent
certified public accountants to the effect that they have examined Affiliah3's financial
statements for such fiscal year and have reviewed the Service Subscriber and Demand Purchase
information which Affiliate supplied to Playboy during the fiscal year and that the information
supplied to Playboy is accurate or (b) in the event that Affiliate does not retain independent
certified public accountants, a letter addressed to Playboy signed by Affiliate's ChiE~f Operation
Officer or Chief Financial Officer which attests to the completeness and accuracy of all reports
and statements supplied to Playboy. Affiliate's obligation to supply such letters shall continue
atter the termination of this Agreement until Playboy receives the required letter with respect to
the last fiscal year during any portion of which this Agreement is in effect.
c, Should any of the information being supplied to Playboy as required by this
Paragraph 8 pertain to the SeNice being received via the Alternate Provider (the "Alternate
Provider Information"), then such Alternate Provider Information shall be set forth separately from
all other information being supplied by Affiliate.
d. Affiliate shall keep true and accurate books and records relating to the Service in
accordance with generally accepted accounting principles. All of Affiliate's records and
accounts relating to the Service shall be available for inspection and copying and for audit by
Playboy and its representatives during normal business hours, at any time, during the term of this
Agreement and for three (3) years thereafter. The exercise by Playboy of any right to inspect or
to audit at any time or the acceptance by Playboy of any statement or payment shall be
without prejudice to any other rights or remedies available to Playboy and shall not preclude
Playboy from thereafter disputing the accuracy of any such payment or statement and Affiliate
shall remain fully liable for any balance due under the terms of this Agreement. If any audit
discloses an underpayment of five percent (5%) or more with respect to the Service Charge
reported on any three (3) Billing Periods audited, Affiliate agrees, in addition to rE~-calculation
and making immediate payment of the Service Charge due based on the true information,
together with interest thereon the prime rate announced from time to time by the LaSalle
National Bank or any other nationally recognized bank (the "Prime Rate"), to pay 011 costs and
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expenses incurred by Playboy for such audit and inspection, including attorneys' fees and costs
in connection therewith or with enforcing the collection thereof. Neither Playboy's acceptance
of any information, nor Playboy's inspection or audit of Affiliate's records or accounts, will prevent
Playboy from later disputing the accuracy or completeness of any payments madE~ or of any
information supplied by Affiliate.
9. PROMOTION, MARKETING AND SALES AND TRADEMARK APPROVALS.
a. Playboy shall provide marketing and promotional advice and information as it
deems necessary.
b, Playboy shall have the right to review and approve, in advance, any of Affiliate's
publicity about the Service.
c. Affiliate has not and will not acquire any proprietary rights in any of the Marks or
any trade names, trademarks, service marks or logos associated with Playboy and/or its parent
company, Playboy Enterprises International, Inc. by reason of this Agreement or otherwise.
Affiliate further acknowledges the great value of the goodwill associated with the Morks and the
public renown and recognition of the same, and that the Marks have a distinctiveness and a
secondary meaning that is firmly associated in the minds of the trade and general public with
Playboy and/or its parent company, and that any additional goodwill in the Marks which may
be created through the use of the Marks by Affiliate shall inure to the sole benefit of Playboy
and/or its parent company as the case may be. Affiliate may use the Marks only if it is clear that
the Marks used are service marks for the programs and program services of Playboy which
Affiliate distributes and such use shall be in accordance with any further instructions that may be
issued by Playboy and/or its parent company from time to time; provided, however, any use of
any mark that is not consistent with prior approved uses requires the prior express written
approval of Playboy and/or its parent company. Affiliate shall submit any initial use of the Marks
to Playboy for Playboy's prior written approval at least ten (10) working days prior to their
intended use. Such submission shall be made simultaneously to President Playboy Television,
2706 Media Center Drive, Los Angeles, CA 90065 and to the General Counsel, Playboy
Enterprises International, Inc., 680 N. lake Shore Drive, Chicago, Illinois 60611. Playboy, through
either of such officers may disapprove of any use. Affiliate will not disseminate any material that
has not been preapproved by Playboy in accordance with the terms hereof. Any such approval
must be granted or withheld within five (5) business days of Playboy's receipt of materials for
approval. Failure by Playboy to respond within five (5) business days of Playboy's receipt of
materials for approval will be deemed disapproval, although a response for purposes of this
paragraph may be given telephonically. Unless otherwise specified by Playboy, 011 materials
involving the Marks shall include the following notice: "PLAYBOY AND RABBIT HEAD DESIGN ARE
MARKS OF AND USED UNDER LICENSE WITH PLAYBOY ENTERPRISES INTERNATIONAL, INC."
d. At Playboy's request Affiliate shall provide Playboy with all avoilable data
regarding the marketing and promotion of the Service by Affiliate, Affiliate also agre'es to render
such other assistance to Playboy which Playboy may reasonably request and which Affiliate can
reasonably provide in connection with any marketing test, survey, poll, or other resE~arch which
Playboy may undertake.
10. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.
a. Playboy and Affiliate each represent and warrant to the other that each has the
requisite power and authority to enter into this Agreement and to perform fully ii's respective
obligations hereunder, and that this Agreement has been duly executed by it and constitutes a
valid obligation enforceable against it in accordance with the terms hereof.
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b. Playboy represents and warrants to Affiliate that it will exercise reasonable efforts
to ensure that the Service as supplied to Affiliate pursuant to this Agreement, if and when
presented by Affiliate in the manner and at the times permitted herein, will contain no libelous or
slanderous material and will not violate any copyright, right of privacy or literary or dramatic right
of any person.
c. With respect to carriage of the Service as a monthly subscription Service and/or a
Demand Purchase basis:
(i) Playboy represents and warrants that it has, by thG date this
Agreement is fully executed, applied for a IIthrough-to-the-viewer" music performcmce license
from each of the fT'lajor performing rights societies, ASCAP and BM!. Playboy shall l3ndeavor to
obtain a "through-to-the-viewer" music performance license from those organizotions to the
extent they make such license available to Playboy on commercially reasonable terms.
(ii) If ASCAP or BMI refuses to make available to Playboy a "through-to-
the-viewer" music performance license, or offers such license on commercially unreasonable
terms, Playboy shall not be required to initiate litigation to compel the music performing rights
society(ies) to grant a "through-to-the-viewer" music performance license.
(iii) It due to a court order or other governmental decree from a body of
competent jurisdiction, or as a result of one or more of ASCAP's or BMI's failure to offer one on a
commercially reasonable basis, such IIthrough-to-the-viewerll license is not availablE! to Playboy,
Playboy shall continue to maintain a license "through to the headend" provided such license is
available from ASCAP and/or BMI on commercially reasonable terms.
(iv) If and when Playboy obtains a "through-to-the-viE,werll music
performance license, Playboy shall maintain such license throughout the term of the Agreement,
unless such license is no longer available due to a court order or other governmE!ntal decree
from a body of competent jurisdiction in which event subparagraph lO.c.(iii) hereinabove shall
apply.
d. With respect to both carriage on a Subscription Purchase basis and as a Demand
Purchase service, Playboy will defend, indemnify, and hold harmless the Affiliate for any breach
of these representat"ions and warranties.
e. Under no circumstances shall the Affiliate be responsible for any retroactive fees
related to music performing licenses.
f. Subject to Paragraph lO,g., Affiliate and Playboy shall each indemnify, defend
and forever hold the other, its affiliated corporations and other entities, partners, officers,
directors, employees and agents (collectively the "Indemnitees") harmless from all liabilities,
claims, costs, damages and expenses (including without limitation, reasonable counsel fees)
(collectively "Claims") of third parties arising from the performance of each party hereunder, and
Affiliate shall indemnify, defend and hold harmless Playboy and other Indemnitees from all
Claims by any Service Subscriber, and/or Demand Purchaser (except with respect to Claims
relating to the specific content of the Service); provided that in each case where such
indemnification is sought:
(i) the Indemnitee promptly notifies the indemnitor of the Cloim to which
the indemnification relates:
(ii) the indemnitor shall control fully any litigation, compromisE~, settlement
or other resolution or disposition of such Claim; and
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(iii) the Indemnitee fully cooperates with the reasonable requests of the
indemnitor in the indemnitor's defense of such Claim,
g, Notwithstanding the above, Playboy's indemnification of Affiliate will be valid in
the event of a criminal prosecution arising from the content of the Service, only in the event
each of the following conditions is met:
(i) Immediate telephone contact be made with both the General
Counsel's office of Playboy in Chicago at (312) 751-8000 and Playboy's counsel in Los Angeles at
(323) 276-4000, or other numbers hereafter specified by Playboy. Such telephone notification
should be immediately followed with a letter containing copies of all papers that have been
served and giving complete information then available regarding the incident.
(ii) Playboy shall have the right to fully control choice of counseL
determine in advance the terms of retention, and control the litigation, compromise, settlement
or other resolution of such Claim.
(iii) Playboy will assist in defended actions only and will not be responsible
in cases where there is any admission of guilt by anyone charged with violation of the law as to
the content of Service programming. Settlement or dismissal of any case will not be allowed,
except with Playbols prior written consent.
(iv) Actual or prospective parties involved in such prosecution shall make
no voluntary disclosure regarding support or lack thereof by Playboy under this policy,
h. Notwithstanding any other provision in this Agreement Playboy shall not have any
liability to Affiliate or any other party with respect to any failure of Playboy and/or on Alternate
Provider to deliver the Service if such failure is due to any malfunction, failure, or misoperation of
the equipment or facilities of Playboy and/or the Alternate Provider, any action or claim by any
third party, any labor dispute or any other cause beyond Playboy's and/or the Alternate
Provider's control (including, without limitation, the termination or expiration of any of Playboy's
and/or the Alternate Provider's arrangements relating to communications satellite facilities
and/or the unavailability to Playboy and/or the Alternate Provider of communications satellite
facilities on terms satisfactory to Playboy and/or the Alternate Provider).
i. This indemnity provision shall not be valid or enforceable until such time as the
Agreement is fully executed.
11. TERM OF AGREEMENT.
a. The initial Term of this Agreement shall commence on the day on which any
System previously identified first makes the Service available to Service Subscri bers and/or
Demand Purchasers. Such Term shall end on Julv 31, 2008 provided, however, that this
Agreement shall be deemed automatically extended for successive one (1) -year periods upon
the expiration of the initial or any succeeding Term. Nevertheless, Playboy shall hove the right
hereunder to terminate this Agreement without liability to Affiliate, on not less than ninety (90)
days' prior written notice should Playboy generally discontinue distribution of the SE3rvice to the
cable television marketplace.
b. In addition to any other remedies it may have in law or in equity, Playboy may
terminate this Agreement by giving Affiliate at least ten (10) days' prior written notice, in the
event that Affiliate has breached any of its obligations hereunder and such breach (which shall
be specified in such notice) is not cured by Affiliate within five (5) days of such noticE~.
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12. FORCE MAJEURE. Except as otherwise provided herein, neither party shall be liable to
the other party for damages of any kind which are due to: acts of god; natural disasters;
governmental acts or omissions; national emergencies; insurrections; riots, or wars; strikes; lock-
outs or other labor difficulties or other similar causes beyond the parties' reasonable control (not
including such party's insolvency or financial condition) or; negligent or intentional acts or
omissions of the other party; provided, however, that in the case of such other PClrty'S acts or
omissions, each party shall use its reasonable best efforts to continue to comply with all of its
respective obligations hereunder. The term of this Agreement shall be suspended during the
period when a party is unable to fulfill its obligations hereunder by reason of the occurrence of a
force majeure event, Should the force majeure event continue for a minimum of fifteen (15)
calendar days in the aggregate and either party is unable to perform its obligations hereunder
during such time, then the other party, in its sole discretion, may terminate this Agreernent,
13, GOVERNING LAWS, OBLIGATIONS, ETC. This Agreement shall be governed by and
interpreted under the laws of the State of California.
14. ASSIGNMENT. Affiliate may not assign this Agreement without the express written
consent of Playboy. It is acknowledged that this Agreement, and the terms and conditions
contained herein, shall be binding on all successors and assigns of Affiliate. Playboy may assign
this Agreement or Clny portion of its rights or obligations hereunder without Affiliat'e's consent,
provided that if, as a result of such assignment the Service shall no longer be generally identified
as a ''Playboy'' Service by or through the use of the Marks thereon or the Service sholl no longer
include any "Playboy-identified" programming, Affiliate may terminate this Agreement on not less
than ninety (90) days' prior written notice.
15. NOTICES. All notices, requests, demands, consents, directions and other
communications provided for hereunder shall be in writing and be either delivered by facsimile
transmission ("fax"), with confirmed electronic receipt, or by means of U,S. certified mail, return
receipt requested; or if to Playboy to Playboy Entertainment Group, Inc., 2706 ME~dia Center
Drive, Los Angeles, CA 90065, ATTN: Programming Distribution, fax no. 323-276-4500 with a copy
to General Counsel, Playboy Enterprises International Inc., 680 N. Lake Shore DrivE~, Chicago,
Illinois 60611, fax no" 312-266-2042; and if to Affiliate at Affiliate's (not the Systems') address set
forth on the first page of this Agreement, or, as to each party, at such other address as shall be
designated by such party in a written notice to the other party. All notices shall, whEm mailed or
faxed, be deemed effective on the date deposited in the mail or on the date receipt of such
fax is so confirmed.
16. ADHERENCE TO TELECOMMUNICATIONS ACT OF 1996. On May 22, 2000 the United
States Supreme Court affirmed the decision of the United States Circuit Court of Delaware which
held that Section 505 of the Telecommunications Act of 1996 is unconstitutional. The Supreme
Court also affirmed the Circuit Court's finding that Section 504 of the Act could provide the
viewer protection that Section 505 sought if cable operators provided awareness to the
consumer of its options regarding audio and video signal bleed.
Section 504 of the Telecommunications Act of 1996 provides, in part:
Upon request by a cable service subscriber, a cable operator shall, without charge,
fully scramble or otherwise fully block the audio and video programming of ea8h channel
carrying such programming so that one not a subscriber does not receive it.
"Scramble" defined. As used in this section, the term "Scramble" means to rearrange
the content of the signal of the programming so that the programming cannot bG viewed or
heard in an understondable manner.
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Attached hereto and identified as Section 504 Compliance Information ore solutions
and options for creating consumer awareness of Section 504, By entering into this Agreement,
Affiliate agrees to comply with the Telecommunications Act of 1996 and Section 504 and
incorporate, as appropriate, any or all of these materials into the marketing and on-air messages
that are communicated to the consumer.
18. CONFIDENTIALITY: Neither Playboy nor Affiliate shall disclose to any third party (other
than its respective employees, in their capacity as such), any information with respect to the
financial terms and provisions of this Agreement except: (i) to the extent necessary to comply
with law or the valid order of a court of competent jurisdiction, in which event the porty making
such disclosure shall so notify the other and shall seek confidential treatment of such information,
(ii) as part of its norll1al reporting or review procedure to its parent company, its auditors and its
attorneys, provided, however, that such parent company, auditors and attorneys agree to be
bound by the provisions of this paragraph and (iii) in order to enforce its rights pursuant to this
Agreement.
19. ENTIRE AGREEMENT. This Agreement (including Exhibits/Attachments, etc. hereto)
constitutes the entire Agreement between the parties with respect to the transactions
contemplated herein and may not be modified or changed except in a writing executed by all
parties hereto. This Agreement supersedes and merges all prior written or oral agreements,
communications, commitments, or understandings with respect to the matters pI'ovided for
herein. Each party acknowledges that it is entering into this Agreement in reliance only upon the
provisions herein set forth, and not upon any covenants, representations, warranties or other
considerations not set forth herein.
20. RELATIONSHIP. Nothing in this Agreement shall be deemed to create a relotionship of
joint venture, principol-agent or partnership between the parties, and neither shall hold itself out
in its advertising or in any manner that would indicate any such relationship between the parties,
21. HOLD HARMLESS. Affiliate shall pay and hold Playboy forever harmless from any and
all sales, use, excise, income, franchise, corporate, and similar taxes (including, without limitation,
any fees payable to local or state franchising authorities) and any other char~les now or
hereafter imposed or based upon the rental, license, exhibition or possession for, to or by Affiliate
of the Service or any part thereof (including, without limitation, any tax or charge based upon
goods or services furnished to Affiliate by Playboy, which goods or services are then possed on to
Affiliate's Service Subscribers and/or Demand Purchasers.)
22. WAIVERS. Any waiver of any provision of this Agreement must be in writing and signed
by the party whose rights are being waived. No waiver of any breach of any provision hereof
shall be or be deemed to be a waiver of any preceding or subsequent breach of tile same or
any other provision of this Agreement. The failure of Affiliate or Playboy to enforce or seek
enforcement of the terms of this Agreement following any breach shall not be construed as a
waiver of such breach. All remedies, whether at law, in equity or pursuant to this Agreement
shall be cumulative.
23. SEVERABILITY. The invalidity under applicable law of any provision of this Agreement
shall not affect the validity of any other provision of this Agreement, and in the event that any
provision hereof is determined to be invalid or otherwise illegal, this Agreement sl1all remain
effective and shall be construed in accordance with its terms as if the invalid or illegal provision
were not contained herein; provided, however, that both parties shall negotiate in good faith
with respect to an equitable modification of the provision held to be invalid or unenforceable
and provisions logically related to it.
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24. NO THIRD PARTY BENEFICIARIES. The provisions of this Agreement are for the exclusive
benefit of the parties hereto and their permitted assigns, and no third party shall be a beneficiary
ot or have any rights by virtue of, this Agreement.
25. A TIORNEYS' FEES AND COSTS, If any legal action or other proceeding is brought for
the enforcement of this Agreement or as a result of a breach, default or misrepresentation in
connection with any of the provisions herein, the successful or prevailing party shall b<e entitled to
recover its reasonable attorneys' fees and other costs incurred in such action or proceeding in
addition to any other relief to which such party may be entitled.
26. NON-RECOURSE, Notwithstanding anything contained in this Agreenient to the
contrary, it is expressly understood and agreed by the parties hereto that each and every
representation, warronty, covenant undertaking, or agreement on the part of any individuaL
and any recourse, whether in common law, in equity, by statute or otherwise, ogainst any
individual is hereby forever waived and released.
27, HEADINGS. The headings, captions, and arrangements used in this AgrE~ement are,
unless specified othE~rwise, for convenience of reference only and shall not be deer-ned to limit
amplify, or modify the terms of this Agreement nor affect the meaning thereof,
THE CITY OF ASHLAND, OREGON BY AND THROUGH ITS
ASHLAND FIBER NETWORK DEPARTMENT
& T'1 d?? /k fftA1V{J
AFFILIATE NAME
Biign~ ~-
iJM. /..hAJ ., l-Jtl.- rl T lA. A..IIJ/J~
Na me of Sig natory /1 A.I,ftVCI/... ./j, /U&.c!Tt11'2-
President
PLAYBOY ENTERTAINMENT GROUP, INC.
By~l
TITLE:
JONATHAN SUNDERMAN
vlvE PRESIDENT, BUSINESS AND LEGAL AFFAIRS
MSO # 6892
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SECTION 504 COMPLIANCE INFORMATION
A message for our affiliates
Playboy, at great expense and commitment has challenged Section ti05 of the
Telecommunications Act of 1996, For most cable systems, Section 505 required operators to
cease transmitting networks "primarily dedicated to adult programming" from 6 a.m, to 10 p.m. __
two-thirds of the broadcast day. We entered this legal challenge because of our long-standing
commitment to support individual rights as well as cable system rights.
After four years, Ploy boy's efforts were finally realized. On May 22, 2000 the United States
Supreme Court affirmed the decision of, the U.S, District Court for the District of Delaware, which
held that Section 505 is unconstitutional because it restricts protected speech, The Supreme
Court affirmed that Section 504 of the Act which provides for free blocking on request is a less
restrictive solution to the problem of signal bleed.
As a result of this ruling, cable operators are legally permitted to carry channl31s that are
designated as principally adult 24 hours a day. While signal and audio bleed may still exist full
time carriage is permitted as long as cable customers are provided "adequate notice" of the
availability of free blocking devices under Section 504 of the Act.
While neither the Supreme Court nor the U.S. District Court set specific guidelines, Playboy
Enterprises, Inc. believes that there needs to be a concerted effort to promote the option of
consumer blocking ot least twice a year.
As the industry moves toward more digital service, signal bleed will become a less significant
issue. In the meantime, your participation in providing customers with notice of their rights under
Section 504 is another way to demonstrate cable's ongoing history of providing responsible
programming and giving their customers freedom of choice. We hope and believe the industry
will acknowledge providing such informed choice is a responsibility shared by all of us.
In a spirit of cooperation with our cable affiliates, Playboy has created. this Section 504
Awareness Kit to support your local efforts to notify your subscribers of their rights under the law,
It gives you advertising and marketing suggestions and materials that can help to provide
information on the availability of free blocking devices for your customers.
Throughout the year, we will maintain contact with you and provide fresh materials to support
your informational efforts with respect to Section 504.
SECTION 504 COMPLlAr~CE INFORMATION
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AUGUST 2000
PBSUPER PPV11 04
Highlights of the US Court of Appeals Ruling on Section 504
"In the interest of ensuring that adequate notice be given in the future, we suggest that it be
given along the following lines: MSOs should communicate to their subs the information that
certain channels broadcast sexually oriented programming that signal bleed, i,e. partially
discernible video imoges and full audio of those channels, may appear; that children may view
signal bleed without their parents' knowledge or permission; that channel blocking devices that
will block signal blE!ed are available free of charge from the subscriber's MSO; and that a
request for a free dHvice to block the offending channel can b'e made by a telephone call to
the MSO.
"We hold therefore that Section 504 is a less restrictive alternative to Section 505 as long as MSOs
provide "adequate notice" to their subscribers...lf adequate notice is not provided, Section 504
will no longer be a viable alternative to Section 50S."
SECTION 504 COMPLIANCE INFORMATION
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AUGUST 2000
PBSUPER PPV11 04
Marketing Suggestions
Playboy has prepared some suggested methods by which to provide notice to your subscribers
about voluntary blocking under Section 504. These components should be used accordin~J to
guidance from your own legol counsel.
On Hold Message
(Cable System) now telecasts (Insert Adult Channels Here) 24 hours a day, These channels may
be considered offensive to some viewers and are not intended for viewing by children. If you
come upon any video or sound from any channels that you do not subscribe to and that you
find to be offensive or inappropriate, you can have the channel blocked free of charge. (Ask
our operator for more details. Or include system instructions)
On Screen Crawl
(Cable System) now telecasts (Insert Adult Channels Here) 24 hours a day, These channels may
be considered offensive to some viewers and are not intended for viewing by children. If you
come upon any video or sound from any channels that you do not subscribe to and that you
find to be offensive or inappropriate, you can have the channel blocked free of charge. (Ask
our operator for more details. Or include system instructions)
Billing Notice
(Cable System) now telecasts (Insert Adult Channels Here) 24 hours a day, These channels may
be considered offensive to some viewers and are not intended for viewing by children. If you
come upon any video or sound from any channels that you do not subscribe to and that you
find to be offensive or inappropriate, you can have the channel blocked free of charge. (Ask
our operator for more details. Or include system instructions)
On Air Promotion
Playboy has produced a :30 PSA television spot for use in barker and cross channel placement.
This is a tasteful, information-laden spot that informs your subscribers of their right to have free
blocking devices installed on channels with audio or signal bleed that they have not ordered.
The spots are appropriate for all ages and all networks. Some suggested networks for inseltion
include:
CNN
CNN Headline News
ESPN
Food Networks
HGN
Lifetime
TBS
TNT
USA
A viewing copy of this :30 spot has been distributed to all of our affiliates for review. A 3/4 inch or
Beta SP copy of the tape con be ordered free of charge through your affiliate representativE!.
The spot also is available as part of Playboy TV and Spice monthly affiliation air promotion reEds,
Playboy will prepare and rnake available at no additional charge new PSA spots for your cross
channel schedules during the year,
Print Advertising
A black and white ad slick will be enclosed in the package which will be forwarded to you
under separate cover for insertion in local guides, newspapers or other appropriate system
media venues. Additionally, a suggested snipe that notifies viewers of their right to order blocking
devices as per Section 504 will be enclosed as well. This snipe can be used in any print matE~rials
your system and legal counsel deems appropriate.
SECTION 504 COMPLlAI\JCE INFORMATION
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AUGUST 2000
PBSUPER PPV11 04
Guide Letter - An Open Letter to Our Subscribers
Dear Cable Subscriber:
We at (Cable System)., believe the channel line-up we offer provides you with the widl3st choice
of quality television programming. Over the years, we have changed our channel lineup to
reflect the viewing neE~ds of our subscribers.
Effective (date), (Cable System) will change the schedule of the pay-per-view, subscription-only
channel(s), (Insert Adult Channels Here), from partial to full 24-hour service, These channels
contain sexually oriented programming that some of our viewers may find offensive. Now that
(Insert Adult Channels Here) (is/are) scheduled 24 hours a day, we want to remind you that if you
do not subscribe to these channels, yet can discern any picture or sound from these channels,
you can have them blocked free of charge.
If you would like more information on how to block out these channels, please call phone
number) during (hours).
Sincerely,
(General Manager)
SECTION 504 COMPLIANCE INFORMATION
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AUGUST 2000
PBSUPER PPV11 04
Common Q&A
Most likely your Customer Service Representatives and Installers will be the first to field requests or
provide more information on your company's blocking device policy. The following information
and questions are provided as a guideline for you to customize or enhance according to the
advice of your own le~Jal counsel.
Q. What is si,gnal bleed?
A. Signal bleed occurs when a customer who has not ordered a specific chonnel can
partially discern some video or audio from that program service,
Q. Why Do Vve Need to Inform Our Customers of Free Blocking Devices?
A. The United States Supreme Court has affirmed the decision of the U.S. District Court
for the District of Delaware, which upheld (Cable System's) right to carry premium or
pay-per-v!iew channels, that are designated as principally adult, 24 hours a day,
even if some signal bleed occurs, as long as we adequately inform our customers of
their right to have blocking equipment installed free. The cable industry has long
endorsed making customers aware of the availability of blocking devices on a
voluntary basis.
Q. Which AcJult Channels does (Cable System) now offer 24 hours a day?
(Indicate cmd select)
Spice Ployboy TV Other
Q.
A.
How are we informing our customers about free blocking devices?
We are instituting the following (Select and adapt appropriate selections)
· Schedule (:30 Public Service Announcements) on the availability of free
blocking devices throughout the year
· Inform current customers of our policy through cable guide editorial
· Run PSA print ads in our guides
· Issue CI press release
· Run on-hold messages
· Run on screen crawls
· Mail billstuffer
· Billing statement notification
· (Other)
SECTION 504 COMPLlA~JCE INFORMATION
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AUGUST 2000
PBSUPER PPV1104
System Employee Notification Memo
To:
From:
RE:
Date:
System ElTlployees
General Manager
Change In (Adult Service) Schedule
(TBD)
Effective (date) (Cable System) will begin offering (Insert Adult Channels Here) 24 hours (] day.
On May 22, 2000 the United States Supreme Court affirmed the decision of the U.S. District Court
for the District of Delaware which gave cable systems the right to resume 24-hour broCldcast of
channels that are desi~lnated as principally adult 24 hours a day, While signal and audio bleed
may still exist full time carriage is permitted as long as we provide our cable customers with
adequate notice of the! availability of free blocking devices.
To inform our customers of this blocking option, we intend to do the following:
(Select and adapt appropriate selections)
· Schedule :30 Public Service Announcements on the availability of free blocking
devices throughout the year
· Inform current customers of our policy through cable guide editorial
· Run PSA print ads in our guides
· Issue a press release
· Run on-hold messages
· Run on screen crawls
· Mail billstuffer
· Include billin~) notification
· (Other)
As you know, (Cable System) has always offered parental controls and blocking devices to our
subscribers. However, with this new ruling, we want to be absolutely sure that our customers are
aware of their legal rights with respect to voluntary blocking measures.
All system employees, from installers and CSRs to front-office personneL should be fully oware of
our blocking equipment policy. If you have any further questions, please see your (supervisor or
other contact.)
SECTION 504 COMPLlAf\JCE INFORMATION
g:\legal\laura\k\ashland 6/1 0/05
21
,A.UGUST 2000
PBSLPER PPV11 04
PLAYBOY OFFICE LOCATIONS
New York
730 Fifth Avenue
New York, NY 10019
Main 212-261-5000
Fax 212-957-2940
Los Angeles
2706 Media Center Drive
Los Angeles, CA 9006El
Main 323-276-4000
Fax 323-276-4t500
Chicago
680 North Lake Shore Drive
Chicago, IL 60611
Main: 312-751-8000
Fax 312-751-3968
Atlanta
3675 Crestwood Parkway, Suite 400
Duluth, GA 30096
Main: 770-935-TI11
Fax: 770-935-9B 18
SECTION 504 COMPLIANCE INFORMATION
g:\legal\laura\k\ashlond 6/10/05
22
AUGUST 2000
PBSUPER PPV11 04
CITY RECORDER'S COpy
Page 1 / 1
r~'
CITY OF
ASHLAND
20 E MAIN ST.
ASHLAND, OR 97520
(541) 488-5300
7/20/2005
06111
VENDOR: 009976
PLAYBOY ENTERTAINMENT GROUP, CREDIT AC
2740 PAYSPHERE CIRCLE
CHICAGO, IL 60674-2740
SHIP TO: Ashland Fiber Network
(541) 488-5354
90 N. MOUNTAIN
ASHLAND, OR 97520
FOB Point:
Terms: Net
Req. Del. Date:
Speciallnst:
Req. No.:
Dept.: IT
Contact: Michael Ainsworth
Confirming? No
BILL TO: Account Payable
20 EAST MAl N ST
541-552-2028
ASHLAND, OR 97520
SUBTOTAL
TAX
FREIGHT
TOTAL
3486.00
0.00
0.00
3,486.00
~ -.:::t..~ _ ~ /' ~
- - ---;u;;}~~re
VENDOR COPY
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, l:..( ate of Request: I 6/23/05 I
I July 1, 2005 I
REQUISITION FORM
THIS REQUEST IS A:
D Change Order(existing PO #
Vendor Name
Address
City, State, Zip
Telephone Number
Fax Number
Contact Name
PLA yaOy ENTERTAINMENT GROUP INC.
2740 Paysphere Circle
Chicago, Illinois 60674-2740
Credit account II 2292148
SOLICITATION PROCESS
Small Procurement X Sole Source D Invitation to Biel
X Less than $5,000 D Written findings attached (Copies on file)
o Quotes (Not required)
Coooerative Procurement D ReQuest for Preloosal
D State of ORf\NA contract (Copies on file)
Intermediate Procurement D Other government agency contract X Soeciall ExemDt
o (3) Written Quotes 0 Copy of contract attached D Written findings attached
(Copies attached) D Emeraencv
D Contract # D Written findings attached
Description of SERVICES
50 sJbS~~~.s (315r~(/M. ~ ~2-qo.5b)c 12- _
D Per attached PROPOSAL
Item # Quantity Unit
Description of MATERIALS
C~ ~~tMt
t7~ p~4,~N\~""~ ~~rr-~
Unit Prlc:e
Total Cost
D Per attached QUOTE
TOTAL COST
Project Number _ _ _ _ _ _ . _ _ _
$ 3. t.l
IJ:Z-
Account NumberGrf~~ !If? f_ ~ f~t> ;>~?i~~ /~~
'I< Items and services must be charged to the appropriate account numbers for the financia/s to reffect the actual expenditures accurately.
By signing this requisition form, I certify that the information provided above meets the City of Ashland public contracting requirements,
and the documentation can be provided upon request.
Employee Slgna~ ~ Supervisor/Dept. Head Signature: