Cox Agreement City Cable Studio Connection 10 • 91,e
AGREEMENT BETWEEN THE CITY OF RANCHO PALOS VERDES AND
COX, COM, INC. DBA COX COMMUNICATIONS PV ("COX") FOR THE
CONNECTION OF THE CITY CABLE STUDIO TO THE COX HEADEND IN
THEIR PALOS VERDES OFFICE
This Agreement is between the City of Rancho Palos Verdes ("City") and
CoxCom, Inc. dba Cox Communications PV ("Cox"), and is dated as of Septem-
ber2 , 2004.
Whereas, Cox has agreed to connect the City's Television Studio ("Stu-
dio") located at Upper Point Vicente Park in the Civic Center complex at 30940
Hawthorne Blvd to the Cox facilities located at 43 Peninsula Center, Rolling Hills
Estates, CA 90274, i.e. the "Cox headend" to enable the City to broadcast pro-
gramming directly from the Studio for viewing by the public on Cox Cable Chan-
nel 33; and
Whereas, the purpose of this Agreement is to more fully describe the
terms of the agreement between Cox and the City to connect the Studio as well
as to identify the responsibilities of each party with regard to the ownership and
maintenance of the connection devices as is more particularly set forth below:
NOW THEREFORE BE IT RESOLVED THAT
1. Cox will install, or cause to have installed, a fiber optic connection from the
Cox headend at the Peninsula Center to the City Studio along with a
modulator at each end of the connection, and necessary appurtances, to
make a one-way working video and audio television connection between
the Studio to enable direct broadcast onto Cox Channel 33. Each modula-
tor will be backed up by a second modulator in the event of malfunction.
The point of connection to the Studio will be mutually agreed on by City
and Cox.
2. The materials and equipment provided and installed by Cox, or under the
direction of Cox, will be comparable to and compatible with materials and
equipment that are utilized by Cox in its own facilities.
3. Cox will install the connection within a reasonable time. In that regard,
Cox has provided a schedule describing the tasks to be completed and a
time frame within which the installation of the connection can be installed
and tested, which is attached as Exhibit "A" to this MOU and incorporated
herein by this reference. Notwithstanding, Cox shall incur no liability
and/or penalty for failure to complete the installation within the time set
forth in Exhibit A.
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4. Under Cox's direction, to maintain compatibility with Cox's broadcast
equipment, City will connect NTSC Composite video signal and audio sig-
nal to the equipment and connection provided by Cox so that Cox can en-
sure that the connection will be compatible and operable using the City
equipment. The equipment installed by the City shall be owned, controlled
and maintained by the City. Alternatively, Cox may maintain and/or re-
place the same at a fee mutually agreed upon between the Parties.
5. Cox will connect, set-up, calibrate and test the new equipment and related
connections to the Studio to insure that the connection will be able to
transmit the signal from the City's equipment in the Studio so that it will
appear on Channel 33 with a quality of stereo audio and video comparable
to other basic channels broadcast by Cox.
6. City will own and control all use of the fiber optic cable installed under this
agreement as well as own and control the modulators, including the
backup devices. In addition, the City shall own and or procure all the ap-
propriate copyrights, licenses and/or permissions for the programming
displayed on Channel 33. Cox shall incur no liability or obligation pertain-
ing to the City's programming and/or any outage concerning the same.
7. Cox will maintain and the City will fund the cost of maintaining the modula-
tors and cable in a functional condition that will allow ongoing transmission
of City programs on Channel 33. Cox will consult with the City regarding
the cost of any repairs that exceed $1000. Invoices presented to the City
for necessary repairs will be fully itemized. City will pay uncontested in-
voices with in 45 days of receipt.
8. Cox previously estimated (in a letter to Mayor Peter Gardiner of July 14,
2004) the cost of installing the fiber optic connection and modulators to be
approximately $41,500. City agrees to pay the cost of materials and in-
stallation up to this amount upon final testing of the system and accep-
tance by the City and presentation of an itemized invoice by Cox. City will
pay the amount of the invoice within 45 days of receipt from Cox.
9. Cox may terminate this Agreement upon 30 days' written notice to the City
if Cox is unable to continue the distribution of the Service due to any gov-
ernmental law, rule, regulation, judgment of any court, contract with a third
party, force majeure or any other reason beyond the reasonable control of
Cox, or if its cable television franchise is assigned, terminated, surren-
dered of revoked for any reason.
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Executed as of the date first written above.
Attest: City o = -nc o P:Ios Verdes
()444-1,(46-a ' ''C
, Nr04116
cit Clerk - ter C. Gardiner, Mayor
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CoxCom, Inc. dba Cox Communications
PV
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Exhibit A—Schedule
Cox will not be held responsible for schedule on items outside complete control of Cox
Communications. What is listed below is our expectation based upon current realities.
September 2004
• Agreement signed
• Fiber and equipment ordered from vendors
• Permit process started
October 2004-March 2005 (This is dependent on receipt of materials, granting of
permits and other areas not in complete control by Cox Communications)
• Installation of equipment and fiber construction completed