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Home My WebLink Aboutbocc.con.042.1996 .._.........� ._ �i:; � �. . . c=�x t'? � - �-`;6 -y� ��`� F�� WESTERN TELE-COMMUNICATIONS,INC. ' VIDEO SERVICE AGREEMENT � � �Gu,cn. ��'199� " '�, This Video Service Agreement,effective as of�aauery�974996("Agreement"),is made by and between BOARD OF �' � COMMISSIONERS OF PITKIN COUNTY,COLORADO("Customer"),with offices at 506 East Main,Aspen,Colorado �'� .+. . 81811,and WESTERN TELE-COMMUNICATIONS,INC.,a Delaware corporation,and/or its a�liates and subsidiaries �. ("WTCI"j, with offices at Terrace Tower II, 5619 DTC Parkway, 5th Fioor, Englewood, Colorado 80111-3000, and describes the terms and conditfons upon which WTCI will provide engineering, installation, and/or operation of a microwave system to transmit video and/or audio signals by means of point-tapoint microwave radio stations ("Services'�. _New X Renewal _Change _Revision i - This Agreement,upon execution by the parties hereto,shall supersede the�deo Service Agreement,dated January t, ;�" 1993,between the parties hereto. �. - ' i 7. SERVICE DESCRIPTION. WTCI agrees to provide Customer the following services: a. An unprotected simpiex video transmission of a composite television signal originated by KUSA,KMGH, � KWGN,and KRMA of Denver,Colorado,to be received by WTCI at its repeater site,commonly known as Sunlight Peak, located at 39°25'39"North latitude,107°22'48"West longitude,in the County of Ga�eld,State of Colorado. WTCI will i provide unprotected trensmission of a composite video signal to Sunlight Peak. In addition,WTCI shall provide a KVOD � broadcast signal via 5.8 MHz subcarcier from WTCI's Colorow site to the Customer's Point-Of-Presence("POP'�located +�. at Suniight Peak. Customer shall provide its own subcarrier processing equipment. Customer will make all arcangements for the provision of adequate space for equipment and antennas,power and reasonable access Sunlight �, Peak, at no charge to WTCI. The paAies agree that Customer will retain ownership of all equipment supplied by � . Customer hefeunder,and that WTCI will retain ownership of all equipment supplied by WTCI hereunder. F b. The Service provided to Customer is for the ordinary use and enjoyment of Customer's viewers in the � communities served by the Pitkin County Translator System. Customer shall notify WTCI,in writing,within 60 days,of any changes in this customer base and shall accept,and make payment for,any adjustments to the monthly recurring � charge as a result of such changes. ° c. Subsequent io the commencement of Services hereunder, WTCI shall provide Customer with a list of � equipment provided by WTCI which is located within Customer's site(s). 2. SERVICE BILLING DATE. Service billing hereunder commenced on January 1, 1996 (the"Commencement ; Date'�. k 3. SERVICE TERM. a. WTCI agrees to provide and Customer agrees to receive and pay for the Service described herein for a minimum term of flve(5)years(the"Initial Service Term"),beginning on the Commencement Date. " b. After the Initial Service Term, this Agreement shail continue in effect, on a monthly basis, uniess , ca�celed by Custamer or WTCI upon 60 days'advance written notice to the other party. � c. WTCI shail have the right after the Initial Service Tertn to adjust the monthly recurring charge for the ' stated Services upon providing Customer with 30 days'prior notification of such rate adjustment. ' ' d. In addition to adjustments made fn subsection 3.c above,the monthly recurring charge shall also be i subJect to an increase annually as of each anniversary of the Commencement Date of this Agreement,by a percentage ti equal to the increase,if any,in the Consumer Price Index(as defined below)during the immediately preceding 12-month ' period. As used herein,the Consumer Price Index("CPI'�shali mean the Consumer Price Index,All Ur6an Consumers j • U.S.City Average,published by the United States Department of Labor,Bureau of Labor Statistics. � WTCI C#PCF0010001 � � Projecl#N/A WTCI Video 7192#7 1 of 6 , : . ir` / ' ��`, ti � / s ,.� _. __ .. .____ _..__.___.__ � M�.'� . . J N .. . . .. . � � , ,, • .. 5�'. I �.. .. -� .. . .,... .�. . . �.� . _.: . ' � ! . . r .,... . .. . . . - ".� .. . (: .�. . . ... . .. . �.M�� . . .. . . -. . i.yp7�1-.4'.y•.�'•.5,, . � �1 •��i'�, �: /_ .i' Monthly Recurring Charge x Latest Month Avaiiable=New Annual Rate ,'�� Base Index r`�,. :�' The Base Index shatl be the latesi month available at the time the mortthly recurring charge becomes due. In no case, however,shall the CPI figure be above 4%or cause ihe monthly recurring charge to decrease. 4. PAYMENTS. /: '_%. a. Monthlv Recumna Charqe: $3.460.80' ' >r�' b. Non-Recurrino Charue: S�!/A � c. Preoavment Due With This Sianed Aqreement: $ waived"' • " Plus any applicable hourly charges pursuant to subsedions 4.d and 4.e herein. '" Waived due to service renewal. d. HouAv Raies for Additional Services n With the exception of the rates specified above,if WTCI field personnel assistance is requesied �• by Customer for resolution or coorclination of problems outside of WTCI's normal business hours � or beyond the standard maintenance responsibility of WTCi,Customer agrees to pay WTCI at � . the following rates: a) between WTCI's business hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, exciuding holidays,$75.00 per staff-hour with a three-hour minimum; b) between WTCI's hours of 5:00 p.m. and 8:OD a.m., Monday through Friday, and a11 weekends and holidays,$100.00 per staff-hour wiih a three-hour minimum. t,^- � - , i) The foregoing rates are subject to change, and WTCI will provide 30 days' advance writfen notice to Customer of any rate change. ii7 Customer shall request Services provided in this subsection, in advance through the WTCI •, Naiional Surveillance Center as specified in subsection 10.a.ii hereof. . e. Should WTCI make a special trip to perform non-routirte maintenance purposes or to perfotm emergency repairs on Customer's equipmenl,such maintenance and repairs shall be charged to Custamer at the hourly rates stated above,which shali include travel time to and from the site where the equipment is located and the mainte�ance and repair time. In the event WTCI must use heavy equipment(e.g.snow cats,etc.)to access the site for special t�ips,ather than narmal visks,there will be an additiona!equipmenf charge of$75.00 per machine,per engine-hour running time chafged to Customer in addition to the houriy rates stated above,which shall include fravel time to and from the site and maintenance and repair time. Customer shall provide,at its cost,all eq�ipment spares necessary to the operation of its own equipment and shall approve,in advance,all such special maintenance or emergency repair irips. f. The monthly recurring charge for Service shall be payabie in U.S,funds,not later than the 10th day of ' the month to which the charge relates,io WTCI at the address set forlh in subseclion 10.a.i herein. Payment will not be deemed to have been made until the funds are collecled by WTCI. Any payment(ncluding monthly service charges due under this section or any other amount due hereunder)not made when due wi�i be subject to a iate charge of 1'/:�a per month or the highest lawful rafe,whichever is less. Shouid Customer become delinquent in submiriing its monthly payment to WTCI for two consecutive months, WTCI may require a security deposit equal to one month's recurring ` charge. Such security deposit must be submitted to WTCI within 15 days of receipt of WTCI's notification therefor. ' � �- 2of6 � {;�t^ , � � + e � �{�.'_ ,-' . • `; ,.. , .. -'�-�' �� .. . . , . . ( . . ��5� (.. . F� 5. TAXES. Customer shall submi!documents and certificates related Yo taxes as WTCI shall reasonably request. � Customer shall be responsibte for the prompt payment of all federal,state and local taxes payable upon the use of or �< � sale of Services hereunder or the use of or resate of Services by Customer,other than taxes based uporr the income, '�• property or receipts of WTCI. If WTCI shouid pay or become obligated to pay any such taxes,Customer shall prompliy �..�; . .� retmburse WTCI therefor. � B. SERVICE INTERRUPTIONS. a. In agreeing to unprolecled transmission Service,Customer acknowledges that Service interruptions due to equipment failure or propagation disturbances may occur. Credit allowances for Service intertuptions or failures ort unprotected Senrices are not provided to Cuslomer by WTCI hereundec ;��,.r.~ b. in the event of any Service problem,Customer shall make all reasonable effoR to determine that the � � troubie is not being caused by any act or omission of the Customer or any pariicipating party, 6y equipment or other • ' facilities provided by the Customer or participating parly, is noi within the control of the Customer, or is not in wiring • conneded to an input point ar output polnt of any participating party. c. Customer shall reimburse WTCI for any and all expenses incurted by WTCI where the Service difficulty � or trouble report results from the equipment or facilities of Customer or participating party,the wiring of Customer or , participating party,or by an act or omission of Customer or participating party. d. In case of inlerruption of any transmission Services fumished hereunder, WTCI shall use reasonable ,�. diligence under the circumstances to restore Service or substitute equivalent transmission capacity. Such substitution by � WTCt shatt require mutual agreement, in writing, between the part3es herein. In the event both parties enter into an agreement for substitute equivalent transmission capacity, all charges associated therewith shatl be passed on to � ' . Customer. 4 e. WTCI's Iiability for ail mistakes, errors, omissions, interrupfions, delays or defects in transmission � occurring in the course of engineering,instailation and operation of its system or the provision of Services shall tn no � evenl exceed the charges paid by Customer for the period of time during which such mistakes, ercors, omissions, interruptions,delays or defects in transmission occurred. In no event shall WTCI be liable for any special,consequential G .,: or incidenial damages,or for any lost profits of any kind or nature whatsoever to Customer or Customer's customer. � f. If it is determined that the Service problem is within WTCI's system,Customer shall notify WTCI of its findings by reporting such Service problem to WTCI's National Surveillance Center as specified in subsection 10.a.ii herein. €. g. System maintenance and iesting will be performed in conjunction with WTCI's nortnai maintenance ! program. Any planned and foreseen system maintenance and testing will be coordinated with Customer to minimize ( � ServiCe intertuptions. L 7. DEFAULT. � i a. The parties shall be in default if either fails to timely perform any obligation under this Agreement or any other agreeme�t 6elween the parties and an affiliate or becomes the subject of any proceedings u�der any bankniptcy or ' insolvency laws. Upon such default,and at any time thereafter,the non-defaulting party may,at its option,terrninate this Agreement,or any other agreement held by it or its afTiliate,upon ten days'notice to the defaulfing party and pursue all other avaitable remedies at law and in equity,all of which shall be cumulative. WTCI may tertninate this Agreement at � any time upon ten days'notice if WTCf is denied by any property manager or owner,court,or govemmental agency the right to furnish any Services to Customer through its then-existing facilities. � b. If this Agreement is terminated by WTCI during the Initial Service Term as a result of Customer's default or is terminated or repudiated by Customer, in addition to any other damages or remedies to which WTCI may be � entitted,Customer shall be liable Tor liquidated damages equal to 75°,6 of the monthly recurring charge for the tertninated Services for the remainder of the Initial Service Tertn hereunder, � �• i 3of6 � . � � '�� ' ��. . ' � � �:.r .v;,.�.:, � � _ :.+ �s'�- i .. . .. . , , . . , .. . .._... ! .::''{ ; ��. ''� � �� ir:, ` , �� R�i Ha3'�. �yxT. `, �y p.�,..,u�,;' �Cf,'.` !.k,;�� .i;� � ..`: - c. Subsequent to termination of Services for cause and prior to any reinstatement of WTCI's Services to - Customer,the parlies shall agree upon the amount of any reconnect charges,increase in service rates and/or security ":i"� `�, deposit required hereunder,it being understood,however,that in the event of termination,4VTCi may sell the Services to ' . �: ofhers. .,�'�_, •'� . . . , 8. INDEMNIFICATION. Each pa�ty shaU indemnify the other to the extent altowed by law{"Indemnified Party'�,its - � subsidiaries and affiliates, against all losses,claims,damages,expenses and Iiabiiities(including reasonable attomey j�� fees and costs)arising out of or retating to(}personal inJury or property damage(rtcluding any damage to the facilities or equipment of the Indemnified PaAy, any connecling carrier, or any other third party), caused by any act,eROr or J:�;�.. omission of,or any condriion created by,the Indemnified Party,or its employees,agents,equipment or other property;or • (i)any breach of any representation,warranty or covenant made by Customer herein;or(fii)claims by the customers of �":r the Indemnifying Party,or any other third parties with whom the indemnifying PaRy conducts business(to the extent that '{�:'� - such dafms arise out of operations or acYivities hereunder)excepting any claims based in whole or i�part on the actual ;� or alleged negligence or misconduct of the Indemnified Party. •x-. 9. INSURANCE. During the entire term of this Agreement, Customer shall secure and maintain the following insurance or such other coverage as is required by law,whichever is greater. :j. a. Workers'Compensation Insurance affording protection according to statutory requirements;and b. General Liability Insurance affording protection, on a per occurcence basis, of not less than � $1,000,000.00. ".°,�' Y 10. NOTICES AND OTHER COMMUMICATIONS. �+ • a. Unless written notice of a change is given to Customer,nofices,payments and other communicaGons to 1NTCI shaU be sent as follows; ? i) AI!paymenYs shal!be sent!o: , Westem Tele-Communications,Inc, Accounts i2eceivabie Department Denver,Colorado 8025&0675 i) Telephone notification of need for assistance for resolution or coordination of Service problems shall be repoAed to the WTCI National Surveitlance Center at(303) B61-8863, or such other Surveillance Center as WTCI may deslgnate in the future. WTCI shall provide for 24-hour daily :� coverage of its trauble-reporting number. � iif) All other notices relating to this Agreement shall be in writing and personally delivered, '� telecopied or sent by Certified Mail,retum receipt requested,or ovemight courier service to: Westem Tele-Communications,Ina Terrace 7ower 11 5619 DTC Parkway � Englewood,Colorado 80111-3000 y Attention: WTCI Senior Vice President,5th Floor � Facsimi(e: (303}48&3215 Copy to: WTCI Legal Counsel,Sth Floor i � Facsimile: (303)4883215 �: b. Uniess written notice of a change is given to WTCi,ali notices and other communications to Customer � �� shall be sent to its address as set for[h on the face of this Agreement or to Customers facsimile number to be provided r by Customer, !�1 �-' � [� i �, . � . 4of6 `' x; ', .. �'_i.... � ' , . .—. i - � :`G" . •...i .,.,�:. :�,�. � . �: ... ' . . � � . �: ,,. _. . ,. �; � ��^*� , �: ��. �.:" . ,; 11. COMPLIANCE WITH lAWS. Each party shall comply with all federat,state and locat laws with respect to the - Services and this Agreement. Customer agrees to provide evidence of all necessary authorizations and approvals of : �,, public authorities to WTCt upon request. . ': 12. FORCE MAJEURE. WTCI shall not be fiable for any failure or delay in perforrnance caused by accident,la6or � . '• dispute, fire or other casuaNy,weather or natural disaster,damage to tacilities, the conduc!of third parties, or other cause beyond its reasonaWe control("force majeure'�. 13. MISCELLANEOIlS, a. 7his Agreement does not establish Customer as a subtenant of WTCI's repeater site, nor does ft r. establish WTCI's leased space to be occupied or advertised as a business office by Customer or its employees. Under - . this Agreement,WTG provides Customer with the Services stated herein at WTCI's repeater site. Any construction ("construction"is defined as any activity which atters,in any way,the physical condition oF WTCI's repeater site) at VYTCI's repeater site required as a resull of the Services to be provided to Customer hereunder shati only be perFormed • upon receipt of written consent of WTCI a�d,pursuant to subseclion 13.d below,the property manager/ownedtessor of WTCI's repeater site,with alf costs of construdion,including drawings,etc,to be paid by Customer. Should liens and/or claims be filed againsl said premises as a result of construction performed for Customer,Customer agrees to promptly pay such liens and/or claims and have them released. Atl such construction shali be supervised by WTCI at the hourly rates set forth In subsectlon 4.d above, b. Placement of any additianal equipment or expansion of existing facilities by Cusiomer at UVTCI's repeater site shall require advance written approvai from WTCi. - c. Customer agrees to communicate directly and exclusively through WfCI for any requfred contad or communication with the property managedowner/lessor of UVTC!'s repeater site related to Services provided by WTCI hereunder. d. Upon receiving prior notification from WTC(, Customer shall be resportsible for removal of ali of its equipment from WTCI's repeater site, at its sole cost and expense. Customer understands thai WTCI will provide Customer with access to WTCI's repeater site,as well as supervise such equipment removal at the hourly rates stated in �: subseclion 4.d above. WTCI shaH waive charges for access and supervision of the Customer-provided activities specified in this subsection tf such aetivities coincide with WTCI's scheduled mai�tenance activities. If Customer does not remove such equipment within the timeframe requested by WTCI, WTC! sha11, without any liability of WTCI to Customer whatsoever,remove this equipment and ship the equipment to Customer,the entire expense of which shall be 6ome by Customer. e. This Agreement is not intended and shall not be construed to create a partnership, agency or joint � venture between the parties or result in a joint communications service offering to the customers of Customer or WTCI. f. This Agreement may not be assigned by either party in whole or in paA without the prior written consent of the other party,which consent shall not be unreasonably withheld,except that WTCI shail have ihe right to assign this Agreement to one of its affiliates without Customet's consent. g. This Agreement and any documents attached hereto constttute the entire agreement between the paRies and supersede ali prior agreements, whether wri8en or oral, with respect lo the specific Services being provided hereunder. In case of any conflict between this Agreement and ihe tertns of any documents attached hereto,the tertns of ihe documents att2ched shail control+nsofar as the Services covered thereby are concemed. • h. This Agreement shall not become effective until accepted by an authorized officer of WTCI. The negotiation of any check representing a payment under this Agreement shaN noi in itself constitute an acceptance thereof. i. The terms and provisions of thls Agreement may only be waived,modified or changed by an amertdment - in writing signed by both parties hereto, No failure by UVTCI to insist upo�Customer's performance of any obligation _ hereunder shall constitute a waiver of the obiigatian and WTCI may require compliance with any such obiigation at any i' time. Sof6 s t :�,-:. .: . 1�� , � . e ��.,.. r. . . -.� t �` � f ' .� • ,�. ��i�:• . F��;::�he,��, . J. tf either paRy institutes legal proceedings to enforce any provision hereof,in addition to any other reflef h:,.��-':g�•. awarded by the wurt,the prevaifing party shall be entitled to recover its attarneys'fees and other costs. ' �� k. If any provision of this Agreement shall be detertnined to be invalid or unenforcea6le,the rematnder of � `,> the Agreement shall continue in full force and effect. �.� I. This Agreemeni shail be govemed in all respeds by the intemal laws of the State of Colorado. The . ,• ` partfes hereby subJed themselves te the jurisdictio�of the State of Colorado for the resolution of any dispute arising � hereunder. y: m. This Agreement may be executed in multiple counterparts,all of which taken together shall constitute the ��.:,. Agreement. Signed counterpads of this Agreement delivered via facsimile shall be treated as execufed and delivered f. :, originals. . {:'�.,�..��•: ;'^ IN WITNESS WHEREOF,the undersigned hereby acknowledge that they have read and fully understand the foregoing Agreement and,further,that they agree to each of the terms and conditions corttained herein. " BOARD OF COMMISSlONERS OF PITKW WESTERN TELE-COMMUNICATIONS,INC. � COUNTY,COLORADO '••- . �..aw, L_ .G . '�4--�-1,---.�_, t. .. � ignature-Authorized Offiger o�company) (Signature-Authorized O�cer of Company) {;. ;,c�IS-9� � Bv: James R.True gy.Christopher C. Thomas Name(Typed) Name{Typed) Chairman.BoatdofCountvCOmmissioners Senior Vice President � Title TiYle April 1, 1996 April 4, 1996 � Date Date �;i� + ' I " � � fI k,�. FS��. 3-�Y� i f�°�`, ` � ` WTCI C#PCFOOf0001 r �� Project#N/A � � 6of6 i �. _ / �� . ... . . s:�.�'rlri . ; � � � 4 . - r-' � i � • � ,�� .k� . - . . . n,7