Loading...
HomeMy WebLinkAboutRes 01-97 07/07/1997 AF/ 12/12/96 RESOLUTION NO. 1-,07 A RESOLUTION AUTHORIZING AN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND TELENOIS, INC. RELATIVE TO PROVIDING A PUBLIC ACCESS STUDIO IN THE VlLLAGF WHEREAS, the Village of Mount Prospect and Telenois, Inc. entered into a Cable Television Franchise Agreement dated August 1, 1981, as amended by a certain "Agreement of Modifications and Amendment to Franchise Agreement" authorized by Resolution No. 35-93 and effective as of August 17, 1993 (the Franchise Agreement); and WHEREAS, Section 21 (a) entitled "Production Facilities" of said Franchise Agreement requires the Franchisee to provide production facilities including, but not limited to, a studio and editing capabilities to serve the Village of Mount Prospect; and WHEREAS, a production facility is very important to the residents of the Village in order to avail themselves of the services to be provided by Telenois, Inc.; and WHEREAS, the Franchisee has guaranteed a production facility will be provided in Mount Prospect; and WHEREAS, in order to guarantee installation of the required production facility, Telenois, Inc. has agreed to enter into an Agreement with the Village of Mount Prospect, a copy of which Agreement is attached hereto and hereby made a part hereof as Exhibit "A'. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the above and foregoing recitals be and the same are hereby incorporated and made a part of this Resolution. SECTION TWO: That the Mayor and Board of Trustees of the Village of Mount Prospect on behalf of the Village of Mount Prospect do hereby authorize entering into an Agreement with Telenois, Inc. guaranteeing the installation of a production facility in the Village of Mount Prospect, a copy of said Agreement is attached hereto and hereby made a part hereof as Exhibit "A". SECTION THREE: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: Clowes, Corcoran, Hoefert, Juracek, Wilks NAYS: Hendricks ABSENT: None PASSED and APPROVED this 7th day of Januar,y ,199-7~ ATTEST: .~/ . c.~..-' Gerald L. F~'rle~,/'Ma¥or CarOl A. Fields, Village Clerk AGREEMENT BETINEEN THE VILLAGE OF MOUNT PROSPECT (THE VILLAGE) AND ~,~, TELENOIS, INC., DOING BUSINESS AS TCI OF ILLINOIS, INC. (TCl) IN CONSIDERATION of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Village and TCI hereby agree as follows: (A) TCI will have a public access studio ("the studio") operational (defined as being certified by a competent electrical contractor and issued a certificate of occupancy from the Village of Mount Prospect) within the Village of Mount Prospect not later than April 30, 1997; (B) The studio will have at least the capabilities set forth in the current franchise agreement dated June 2, 1981 and amended August 17, 1993; (C) The studio will have at least the equipment set forth in Exhibits A & B. Attached hereto and made a part of this agreement. 1) Exhibit A is a list of the existing TCl equipment which is to be reused to complete the public access studio. 2) Exhibit B is a list of equipment which is to be purchased by TCl to complete the public access studio. TCI shall furnish to the Village an itemized statement, with supporting invoices of the actual amounts paid for the equipment listed in Exhibit B by TCI. If the equipment set forth in Exhibit B is purchased for less than $80,000, the Village will have the right to specify further equipment for purchase by TCl up to a total of $80,000. TCl shall purchase all equipment listed in Exhibit B or equipment which is of equal or comparable quality if the listed item is unavailable. No other obligation to give or purchase equipment under this Agreement shall be a set-off against the $80,000 obligation set forth in this paragraph (C); (D) TCl will also purchase and pay for two (2) complete Port-A-Pak sets that will be housed within the Village of Mount Prospect public access studio location for use by any qualified public access users. The Port-A-Pak sets will be "SVHS" compatible. The sets will be ordered by TCI not later than two (2) weeks from the execution of this Agreement; (E) TCI will purchase the equipment necessary to upgrade the editing equipment currently located in the temporary facility at 1201 Feehanville Drive to accommodate the "SVHS" format. This equipment will be ordered by TCI not later than two (2) weeks from the execution of this Agreement; (F) A suitable space for the studio will be dedicated within a facility currently occupied by TCI within the Village of Mount Prospect or a new site will be leased not later than March 1, 1997 and construction will commence not later than March 30, 1997. TCI will make every reasonable effort to stipulate appropriate incentives to any general contractor in order to encourage construction of the studio to be completed by April 30, 1997; (G) The parties acknowledge that the date of April 30, 1997, is beyond the expiration of the current franchise agreement extension and that TCI's obligation to perform under this Agreement shall not be affected by the expiration of the Franchise Agreement. Further, this Agreement shall not in any manner affect any other rights or obligations of the parties either pursuant to either the Franchise Agreement, the regulations of the Village of Mount Prospect, or applicable federal regulations or statues. If construction is actively underway with workmen and materials on site on April 30, 1997, TCI shall have up to an additional sixty (60) calendar days to complete the studio as defined in Section B. However, for each calendar day beyond the April 30, 1997, deadline that the studio is not operational, TCI shall pay the Village a daily penalty of $50 per day if invoiced by the Village. In the event the studio facility is not operational on April 30, 1997, and construction is not actively underway and the Village has not been notified of any actual extenuating circumstances as set forth in Section H title and ownership in the equipment listed in Exhibit B shall vest in the Village of Mount Prospect. In any event if the studio is not operational by the expiration of the additional sixty (60) calendar days beyond April 30, 1997 (June 30, 1997) the title and ownership of the equipment listed in Exhibit B shall vest in the Village. If TCI fails to abide by the terms of this Agreement, the Village retains any rights that it may have with respect to the establishment of the public access studio pursuant to the Franchise Agreement and this Agreement, including but not limited to, drawing on any existing Letter of Credit. However, the Village shall not call upon the Letter of Credit for failure to complete the studio unless TCI fails to complete the studio by June 30, 1997. The Village shall retain all other rights stipulated under the Franchise Agreement and guaranteed by the Letter of Credit as required by the Franchise Agreement. If TCI successfully meets its obligation under this agreement the Village hereby acknowledges that TCI has met all of its obligations under this 2 agreement and franchise agreement relative to the public access studio. (H) In the event of any delay in the completion of an operational studio caused by an Act of God, war, riot, fire, explosion, accident, flood, sabotage, inability to obtain fuel or power; governmental laws, regulations or orders; acts or inaction by the Village; or any other cause beyond the reasonable control of TCl; or labor trouble, strike, lockout or injunction, the deadlines set forth herein and the deadlines for performance shall be extended accordingly for additional periods of equal time to such period(s) of delay. TCI shall immediately notify the Village in writing at the commencement of any delaying event, indicating the nature of the event and the expected delay due to such an event. (I) Notwithstanding anything to the contrary set forth herein or otherwise, this letter of Agreement may be modified or amended only in writing specifically referencing this letter of Agreement and signed by both parties. This letter of agreement constitutes the entire agreement and understanding between the parties and supersedes any and all prior discussions and agreements pertaining to the subject matter hereof. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be signed below by its duly authorized representative. TCI OF ILLIN~OIS, INC. . VILLAGE.O~ MOUNT PROSPF_..G~~ 7 DATE: , DATE: ,]anua~'y 7. 1997 3