R07-021
II
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RESOLUTION NO. R07 - 021
A RESOLUTION OF THE CITY OF BOYNTON BEACH,
FLORIDA, AUTHORIZING AND DIRECTING THE CITY
MANAGER TO EXECUTE A FIVE-YEAR ACCESS
CHANNEL SERVICE AND SUPPORT AGREEMENT
WITH TELVUE CORPORATION TO REMOTELY
ORGANIZE, UPDATE AND MAINTAIN THE CITY'S
PUBLIC ACCESS TELEVISION STATION AT NO COST
TO THE CITY; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, TelVue (TVTN) is a network of municipally owned and operated
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Public, Educational and Government cable television channels which provides municipalities
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with access to equipment, expertise and supplementary content that augments, but does not
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replace locally produced programming; and
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WHEREAS, upon recommendation of staff, the City Commission has determined that it
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is in the best interests of the residents of the City to approve and execute an Access Channel
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Service and Support Agreement with TelVue Corporation to remotely organize, update and
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maintain the City's public access television station at no cost to the City for the first two years.
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
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THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1.
The foregoing "Whereas" clauses are hereby ratified and confirmed as
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being true and correct and are hereby made a specific part of this Resolution upon adoption
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hereof.
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Section 2.
The City Commission ofthe City of Boynton Beach, Florida, hereby
29 authorizes and directs the City Manager to execute a five -year Access Channel Service and
30 Support Agreement with TelVue Corporation to remotely organize, update and maintain the
S :\CA \RESOlAgreements\ T elVue.doc
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1 City's public access television station at no cost to the City for the first two years, a copy of
2 said Agreement is attached hereto as Exhibit "A".
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This Resolution shall become effective immediately upon passage.
Section 3.
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PASSED AND ADOPTED this ~ day of March, 2007.
CITY OF BOYNTON BEACH, FLORIDA
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UVTN-
TelVue Virtual
Television Networks
ACCESS CHANNEL SERVICE AND SUPPORT AGREEMENT
(Sponsorship)
E~" ~ b~-t R
K01-0~1
This Access Channel Service and Support Agreement (Sponsorship) ("Agreement") is made and entered into as of
the _ day of _, 20_, by and between TelVue Corporation, a Delaware corporation with its principal place of
business at 16000 Horizon Way, Suite 500, Mt. Laurel, NJ 08054 ("TeIVue"), and City of Boynton Beach, a FL municipality
or school district, with its principal place of administration located at 100 East Boynton Beach Blvd., Boynton Beach, FL
33435 ("Customer").
WHEREAS,
A. TelVue has developed a proprietary system (the "System", as further defined herein) to assist
municipalities, school districts and others in remotely organizing, updating and maintaining the content of
their cable television access channel(s); and
B. Customer desires to have TelVue supply the System and its TelVue Virtual Television Network Service
(together, the "Services"), and TelVue desires to supply the Services to Customer at no charge to Customer for an
initial two (2)-year period; and
C. TelVue and Customer believe that the costs of the Services may be supplied to TelVue through
sponsorships ("Sponsorships") by third party sponsors (each, a "Sponsor") to be carried on customer's access
channel(s) as part of the Services.
NOW, THEREFORE, in consideration of the premises set forth above and the mutual covenants
contained herein, and intending to be legally bound hereby, TelVue and Customer agree as follows:
1) P-.rQ~Lo~ of Service~,
a) There shall be no charge by TelVue to Customer for the Services for the first two (2) years of this Agreement.
Thereafter, a charge for the Services may be made, but only if TelVue determines that revenues from
Sponsorships are insufficient to cover its normal charges for the Services, and Customer agrees to pay for the
Services, all as more fully provided hereafter in this Agreement.
b) During the term hereof, Customer shall have a license to use the Services solely in connection with the designated
access channel(s) ("License"). The Services will remain at all times the property of TelVue, and nothing herein
shall be deemed to grant to Customer any right, title or interest in or to the Services, or any portion thereof, other
that the License.
e) Customer may not give, sell, lease, assign copy, sublicense or otherwise transfer, in whole or in part, this
Agreement, the License, the Services, other TelVue-provided materials, or any licenses or rights granted
hereunder, except as approved by TelVue in writing.
2) Customer Obliqations.
a) Customer shall provide TelVue with access to Customer's technical personnel, facilities, systems, databases and
information as necessary or appropriate for TelVue to perform its obligations under this Agreement.
b) Customer shall appoint a Coordinator to act as liaison between Customer and TelVue. If there is equipment to be
located at the Customer location, Customer shall provide and maintain a suitable installation site for such
equipment, and shall provide all necessary electrical, cable and modem connections to such location(s). Except
as otherwise expressly provided herein, Customer and its users shall have sole responsibility for acquiring and
maintaining their own technology environment, including without limitation PC's, laptops, operating systems,
servers, Internet access, local area networks and wide area networks (collectively, the "Customer Environment")
Customer hereby represents and warrants to TelVue that the Customer Environment will meet or exceed the
minimum requirements for same set forth on Exhibit C hereto. Except as otherwise provided herein, Customer
shall be responsible for making any necessary modifications to the Customer Environment, including without
limitation all firewalls, proxy servers and other hardware and software, necessary to access or use the System.
c) The License granted hereunder is for the object code version of the Software and TelVue-Provided Content only.
Customer has no rights to the source code for the Software or the TelVue-Provided Content. Customer shall not,
and shall not permit anyone under Customer's direction or control to, reverse engineer, disassemble, de-compile
or remove any identifying mark of TelVue or its Licensors from the Software or the TelVue-Provided Content or
16000 Horizon Way, Suite 500, Mt. Laurel, NJ 08054
1100fo
Tel -1800.885.TVTN ( 8886) Fax-1.856866.7411
www.tvtn.tv
attempt to do so. Customer may not modify, adapt, translate or create derivative works of the Software or the
TelVue-Provided Content without TelVue's express written consent. The System is licensed as a single product.
The Software and the TelVue-Provided Content may be used only in conjunction with the System.
d) Customer shall be solely responsible for all content supplied by Customer. Customer represents and warrants
to TelVue that such content will not violate or infringe any copyright, patent, trademark, trade secret, confidentiality
or other proprietary right of any third part.
e) Customer hereby represents and warrants to TelVue as follows: (i) Customer has the full power and authority to
make, execute, deliver and perform this Agreement, and such execution, delivery and performance have been
duly authorized by all necessary action on the part of Customer: (ii) the execution, delivery and performance of this
Agreement by Customer does not contravene or conflict with, or constitute a breach of, any agreement to which
Customer is a party.
3) Trademark and Customer Content License. Customer hereby grants TelVue a license to use and modify content
supplied by Customer as necessary or appropriate in performing the Services hereunder and/or in marketing and
. advertising materials describing the Services.
4) Implementation, Value-Added and Additional Services.
a) In connection with establishing connectivity to the System, TelVue shall provide Customer the implementation,
installation, training and other services set forth on Exhibit D hereto (collectively, the "Implementation Services").
b) From time-to-time during the term hereof, Customer may desire to have TelVue perform certain additional services
("Additional Services"). TelVue shall perform such Additional Services as agreed in writing by the parties subject
to the terms and conditions hereof.
5)fuJp....Qort Services. During the term of this Agreement, TelVue will furnish Customer support services in connection with
the Software (the "Support Services") in accordance with TelVue's then-current support policies and procedures. Any
services requested by Customer and provided by TelVue outside the scope of the Support Services shall be billable on
a time and materials basis at TelVue's then-current rates.
6) ~QQnsorsh.l2.- Ser:vices.
a)TelVue shall have the exclusive rights to sell Sponsorships to be carried on the access channel(s) that carries the
Services. Sponsorships shall be strictly limited to those Sponsors that qualify under the guidelines of the Public
Broadcasting stations as shown on Exhibit G. All fees paid for the Sponsorships shall be paid to TelVue.
Customer shall not invoice for or collect Sponsorship fees, and shall promptly (but in any event within five (5) days
after receipt) remit to TelVue any Sponsorship fees received by Customer.
b) From time to time a Corporate Sponsor may conduct or support a local event and may wish to notify the public
about these events. Customer agrees to approve and air such announcements.
7) Term and Termination.
a) The initial term of this Agreement shall be for five (5) years commencing on the launch date of the Service (the
"Initial Term"). Thereafter upon the written agreement of both parties, this Agreement may be renewed for
additional one (1) year terms ( "Renewal Term"). Each renewal must be made within 90 days of the expiration of
the then current term.
b) Notwithstanding, this Agreement may be terminated as follows:
i) The intent of the parties is that the Services will be provided with no charge to Customer and supported by
Sponsorship revenues received by TelVue and no charge shall be made to Customer for the Services for the first
two (2) years of this Agreement. However, if at any time after the first two (2) years of this Agreement TelVue
determines that Sponsorship revenue is insufficient to cover its normal charge for the Services supplied Customer,
TelVue may, by ninety (90)-days' prior written notice, provide Customer with the option of paying fees specified by
TelVue for continuation of the Services or terminate the Agreement. Failure of Customer to respond to the option
within the ninety (90)-day period shall be deemed to be an election by Customer to continue the Agreement and
pay the specified fees for the Services.
ii) By either party, in the event of a material breach hereof by the other party, which breach remains uncured thirty
(30) days after written notice thereof is given to the breaching party; or
iii) By TelVue, in whole or in part, immediately if TelVue ceases providing the Services to its customers generally.
1RQ~O Horizon Way, Suite 500, Mt. Laurel, NJ 08054
Tel - 1.800.885.TVTN (8886) Fax- 1.856.866.7411
www.tvtn.tv
8) Proprietary Riqhts; Confidentiality.
a) As between TelVue and Customer, TelVue and its Licensors shall own all right, title and interest (including without
limitation all Proprietary Rights) in and to the System and the TelVue-Provided Content and all components,
reproductions, modifications or derivative works thereof, in whole or in part.
b) Customer acknowledges and agrees that the Software shall constitute Confidential Information of TelVue for all
purposes hereof. Confidential Information shall not include any information which (i) is or becomes available to the
public other than as the consequence of a breach of any obligation of confidentiality; (ii) is actually known to or in
the possession of Recipient without any limitation on use or disclosure prior to receipt from Disclosing Party' (iii) is
rightfully received from a third party in possession of such information who is not under obligation to the Disclosing
Party not to disclose the information; or (iv) is independently developed by Recipient without access to the
Confidential Information; or (v) is required by customer to be made known by statute, courts or other legal
regulation. .
9) Limited Warranty.
a)TelVue will use commercially reasonable efforts to correct any error or defect in the Services (each, an "Error"),
provided that Customer timely reports such Error to TelVue in writing and assists TelVue in documenting or
replicating such Error. In the event that TelVue determines that any reported Error was not caused by the
Services, but was the result of a cause within Customer's control, TelVue shall be entitled to reimbursement from
Customer for time and materials expended by TelVue in identifying and rectifying such Error.
b) TelVue does not warrant that operation of the Services shall be uninterrupted or error free or that TelVue will be
able to correct all Errors. To the extent that data is being transmitted over the Internet hereunder, Customer
acknowledges that TelVue has no control over the functioning of the Internet and TelVue makes no
representations or warranties of any kind regarding the performance of the Internet. TelVue has no responsibility
for the accuracy, appropriateness, continuity or availability of TelVue-Provided Content.
10)lndemnification. TelVue shall defend, indemnify and hold Customer harmless from and against any and all claims
(including any claim or action brought by Customer's cable television operator), liabilities, damages, demands,
penalties and expenses (including, without limitation, court costs and attorneys' fees) arising out of or in connection with
(a) access to and/or use of the System by TelVue or the TelVue-Provided Content, including Sponsorships, (b) any
claim that the System infringes on the Proprietary Rights of any Third Party, or (c) any breach by TelVue of any
representation, warranty or covenant of TelVue hereunder. Customer shall, to the same extent, defend, indemnify, and
hold TelVue harmless from any use of the System by Customer.
11 )Miscellaneous. This Agreement is made under and shall be governed by construed in accordance with the laws of the
States of New Jersey.
IN WITNESS WHEREOF, the parties hereto have, by their duly authorized representatives, executed this
Agreement as of the date first above-written.
By:
IVue"):
CITY OF BOYNTON BEACH ("Customer"):
TElV
By: 7;
Title:
~ 12-'~ ' ~
Date:___--=,-1-~~ V-I
Date:
CITY ATTORNEY
lpOOO Horizon Way, Suite 500, Mt. Laurel, NJ 08054
Tel-1.800885.TVTN(8886) Fax-l.856.866.7411
WNW. tvtn. tv
Exhibit List:
A. Channel
B. Hardware and Software
C. Minimum Requirements of Customer Environment
D. Implementation Serviees
E. Value-Added Serviees
F. Fees
G. TVTN Sponsorship Guidelines
lRQQO Horizon Way. Suite 500, Mt. Laurel, NJ 08054
Tel - 1.800.885.TVTN ( 8886) Fax- 1856.866.7411
www.tvtn.tv
· Channel Number:
· Access Type: Government
· Cable Operator: Adelphia
· Exclusive or (shared with): Shared
ExhibitA
Ch~nnel
Agreement by and between TelVue Corporation and City of Boynton Beaeh
dated January 8, 2007.
1RQQO Horizon Way, Suite 500, Mt. Laurel, NJ 08054 Tel - 1.800.885.TVTN ( 8886) Fax _ 1.856.866.7411
www.tvtn.tv
Exhibit B
Hardware and Software
(Sponsorship Model)
· Switehing Hardware will be installed on the feed to the Cable Operator for reeognizing the switehing
between the TVTN Feed and alternate sourees of video, so that Sponsor Acknowledgment verification
ean be performed.
· Equipment eapable of "playing proprietary multi-media program sereens and digital video movies, as
well as reeeive text messages from remote locations and display those messages.
· Information Sereens (sereens that eontain programming eodes that will display a multi-media
presentation that ean contain: Photographie baekgrounds, foreground photographie images, text,
animations, voiee-over narration, short digital video clips.)
· Design and produetion of video sereen templates eomprised of photographie baekground, logos and
text. Some containing voiee over announeements deseribing their eontents.
· Remote aeeess capability for updating text message pages using TVTN's proprietary Internet based
WEBUSR system. Users ean post text eommunity announeements or trusted users ean generate
emergeney announeements.
· Loeal emergeney sereens and related WEBUSR conneetivity.
· Sehool emergeney closing sereens and related WEBUSR eonneetivity.
· Weather sereens that ean be updated remotely from a weather serviee to be provided as part of the
monthly support program.
· Loeal traffie eonditions sereen that ean be updated from loeal traffie eameras (if the data is available in
your area).
· Store and arehive video (MPEG) on the TVTN Media Player.
· Contain a program wheel.
· Seans of photographs for produetion of templates and program wheel.
· Full motion video based station breaks and ehannel IDs.
· Audio library of sereen setups and generie announeements.
· Firewall deviee for installation on High-Speed Internet aeeess eonneetion.
Agreement by and between TelVue Corporation and City of Boynton Beaeh
dated January 8,2007..
1q~O Horizon Way, Suite 500, Mt. Laurel, NJ 08054 Tel - 1.800.885.TVTN ( 8886) Fax _ 1.856.866.7411
www.Mn.tv
Exhibit C
Minimum Requirements When
Installed at Customer's Location
Site Preparation:
· Seeure, adequate desktop or equipment raek spaee (minimum 4 U), in an environmentally eontrolIed
spaee, to aeeommodate the TVTN Media Player within 100 feet of the Cable Operator supplied
Channel Modulator.
· Uninterruptible AC power souree to aeeommodate up to a quantity of 4, 115 volt-20 amp receptaeles
· An operational High-Speed Internet Aeeess eonnection (minimum 768K down, 128K up or better),
with an IP address, and open aeeess to the Internet so that TelVue may install its Firewall/VPN
equipment.
· Calibrated Video Signal for eaeh ehannel(s) supplied from the serving Cable Operator's Channel
Modulator.
· Customer extends a eoax eable eonneetion from the Channel Modulator, and a Category 5, 5e or 6
network eonneetion from a High-Speed Aeeess demarcation, eaeh not to exeeed 100 feet, and each to
terminate where the TVTN supplied Media Player wiIl be loeated.
· Minimum of one WEBUSR eapable desktop or laptop.
· A site survey eondueted by TVTN personnel or their agents may determine that more minimum
requirements may be required, based on the eustomer's faeility.
Implementation Phase:
· Aecess to and support from technieally profieient individuals familiar with the Cable Operator Channei
Modulator eonneetivity and the eustomer managed WAN and LAN eonneetivity during the Implementation
Phase.
· Minimum of one eustomer-designated individual for the on-site training and WEBUSR testing.
Agreement by and between TelVue Corporation and City of Boynton Beaeh
dated January 8, 2007.
1RQQO Horizon Way, Suite 500, Mt. Laurel, NJ 08054 Tel - 1.800.885.NTN ( 8886) Fax _ 1.856.866.7411
www.tvtn.tv
Exhibit 0
Implementation Services
TelVue shall implement within _ days of the execution of this agreement or by __, _ 20_, whichever is
later, complete system capable of activation on the customer's Cable Access Channel, and includes the following features.
· Installation and use of the hardware and software for the designated eontraet.
· Setup of eontent for the initial program wheel.
· Seans of up to twenty five (25) photographs provided by Customer for produetion of templates
and program wheel.
· Reeord up to twenty five (25) generie Audio Announeement Library messages.
· Develop up to four (4) eategory Templates for WEBUSR Sereens.
· Create up to tenfour eategory Bumper Sereens with Audio.
· Create up to four (4) loeal Emergency Alert Templates with "Instant Insertion".
· Setup of sehool closing sereens four (4) with "Instant Insertion" .
· Produetion of up to two (2) full motion video based station break ehannel ID. From video
provided by Customer.
· Setup of a series of Weather sereens that ean be updated remotely from a weather serviee to be
provided as part of the monthly support program.
· Setup of loeal traffie eondition sereen that ean be updated from FLDOT (if the data is available
from them).
· Setup for one administrator and up to twenty (20) users (either "trusted" or "moderated" in
any eombination Customer seleets). Users ean post text eommunity announeements or trusted
users ean generate emergeney announeements.
· Development of Network Content Templates.
Agreement by and between TelVue Corporation and City of Boynton Beaeh
dated January 8, 2007.
1AQ~,o Horizon Way, Suite 500, Mt. Laurel, NJ 08054 Tel - 1.800.885.TVTN (8886) Fax- 1.856.866.7411
WWW.Mn.tv
Exhibit E
Value-added Services
During the term of this agreement, TelVue will provide to the customer in consideration for the monthly support fee:
Monthly Services Include:
· Use of the TVTN Media Player.
· Maintenanee and repair of all TVTN provided equipment and software at Installed loeation.
· Emergency equipment replaeement or repair.
· Twenty-four hour, seven-days a week remote monitoring of TVTN equipment with the
ability to diagnose hardware and software problems, repair them and reboot the player.
· Distribution and seheduling management of up to two hundred (200) total ehannel sereens.
· Capability to display up to twenty (20) High Produetion Sereens
· Delivery of TVTN formatted information and programming from third party governmental
and edueational sourees.
· Lieensing and server support for five (5) WEBUSR users (remote aceess).
· Produetion of up to four (4) "highly produeed" sereens (Photos, video clips, headlines,
animations, graphies and audio voieeover) for speeial events, from materials and copy
provided by Customer, or Superuser status. TVTN superuser status allows a user to ereate
their own High Produetion Sereens.
· As needed Program Wheel Sereen Position adjustments.
· Up to ineluded Video to MPEG Conversion (:30 seeonds per conversion).
· Weather foreeasting lieensing serviee to run on the weather sereen.
· Real Time Traffie (if available).
· TVTN County, State & Federal Network (if available).
· PSA-Publie Serviee Announeements.
Agreement by and between TelVue Corporation and City of Boynton Beaeh
dated .January 8, 2007.
lR'W,O Horizon Way, Suite 500, Mt. Laurel, NJ 08054
Tel - 1.800.885.TVTN ( 8886) Fax - 1.856.866.7411
www.tvtn.tv
Exhibit F
Fees
(First two years waived under Sponsorship Plan)
Start-Up Charge: $12,000.00
Monthly Service Fee: $ 500.00
Billing Information
Address:
Attention:
Purchase Order or File #:
[]Quarterly Billing
or
DAnnual Billing
Agreement by and between TelVue Corporation and City of Boynton Beaeh
dated January 8,2007.
1RQQO Horizon Way, Suite 500, Mt. Laurel, NJ 08054 Tel - 1.800.885.TVTN ( 8886) Fax- 1.856.866.7411
WWW.tvtn.tv
Exhibit G
TVTN Sponsorship Guidelines
In order to meet non-commereial requirements TVTN has set out guidelines that are followed Public
Broadcasting Stations:
Sponsorship Acknowledgment Guidelines (PBS-Iike):
Permissible:
Name ofproduct(s) and/or service(s)
I. Up to : 15 seconds of acknowledgement
2. Name ofproduet(s) and/or serviee(s)
3. Company location
4. Number of years in business
5. E-mail address or website (preferably visually depicted)
6. Telephone number
7. Non-promotional, value-neutral deseriptions of products or services
8. Use of well-known mottos or slogans that are non-promotional in nature
9. Signature music or appropriate sound effects as a means of enhancing visual and voice-over that are
non-promotional in nature
N on- Permissible:
I. Overt promotion of products or services
2. Priee referenee
3. Call to aetion or indueement to buy
4. Comparative or qualitative deseriptions of products or serviees
5. Third-party reviews (from newspapers, magazines, etc.)
Standards and Practices:
SpoT)sorships wiIJ not be accepted from the following:
I. Liquor stores or bars or other establishments whose primary business is the sale of alcohol. (Restaurants
that serve aleohol exeluded, provided alcohol is not mentioned in the acknowledgement).
2. Any manufaeturer or distributor of beer, aleohol or tobaceo.
3. Any entity that promotes the use or sale of illegal drugs or drug paraphernalia.
4. Adult bookstores, adult movie houses and video dealers or strip clubs or any other entity that provides
adult oriented content or products by mail-order or through the internet.
5. Political parties, lobbying groups, political action committees or cause based organizations.
6. Direct Broadcast Satellite services or competitive media.
7. Any illegal or off shore gambling entity or entity that provides infonnation that enables or can be
associated with illegal gambling.
8. Manufaeturers or sellers of firearms, ammunition, gun repairs, aceessories, targets, stun guns, tear or
pepper gas dispensers, and rifle and pistol ranges. Retailers who sell other produets not fireann related
can be sponsors provided they do not promote fireann related products (for example, department stores
and sporting goods stores).
1RqQO Horizon Way, Suite 500, Mt. Laurel, NJ 08054
Tel - 1800.885.1VTN (8886) Fax- 1856.866.7411
www.tvtn.tv