06-095, KMVT, First Amendment Agreement
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FIRST AMENDMENT TO AGREEMENT
This First Amendment to Service Agreement ("First Amendment") is entered into
effective as of this day of June, 2006, by and between the CITY OF CUPERTINO, a
municipal corporation ("CITY"), and MOUNTAIN VIEW COMMUNITY TELEVISION (dba
KMVT), a non-profit corporation ("CONTRACTOR").
Recitals
A. CITY and CONTRACTOR are parties to that certain "Service Agreement
Between the City of Cupertino and Mountain View Community Television for Management of
Cupertino Public Access Television Programming" dated August 8, 2005 (the "Original
Agreement").
B. CITY and CONTRACTOR now desire to amend the Original Agreement to
modify certain provisions thereof.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
below, the parties hereto agree as follows:
1. The provisions of EXHIBIT "B" of the Original Agreement are hereby amended
to delete Section 2 to be replaced as follows:
In addition, during the Term of this Agreement, for every non-resident producer or crew
member of the "Better Part" Cupertino Program (as per EXHIBIT A), CITY shall pay
CONTRACTOR the difference between the CONTRACTOR's resident and non-resident
yearly Access Fees (the "Access Fee Differential"), as defined in CONTRACTOR's
Users' Guide and Access Fee schedule, up to a yearly limit of $5,000 (the "Differential
Amount"), with this amount subject to the potential yearly changes defined in Section 4
below. Such "Better Part" producers and crew members shall have the same rights and
privileges as all other KMVT access members.
CONTRACTOR shall submit a quarterly list of all Access Fee Differential "Better Part"
users to the CITY, and the foregoing Access Fee Differential amounts shall be paid the
CONTRACTOR by the CITY on a quarterly basis as such fees are accrued.
2. All provisions of the Original Agreement in conflict with the provisions of this
First Amendment shall be deemed automatically amended so as to conform with the provisions
KMVT/CUP - FY0506 Agreement
Page I
of this First Amendment which shall control over any conflicting terms. All defined terms used
in this First Amendment shall have the same meaning as in the Original Agreement except to the
extent that such definitions are specifically changed in this First Amendment.
3. Counterparts: Facsimile Signatures. This Amendment may be executed in
counterparts, each of which shall be deemed an original and which together shall constitute one
instrument. The signature(s) of any party or parties on this First Amendment transmitted by
facsimile shall be deemed the same as an original signature and shall be binding on the party
transmitting the same.
4. Modification. Except as modified above, the terms and conditions of the Original
Agreement and the First Amendment thereto shall remain unmodified and in full force and
effect. In the event of any conflict or inconsistency between the terms of this First Amendment
and the terms of the Original Agreement or the First Amendment thereto, the terms of this First
Amendment shall control.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of
the date and year first written above.
IN WITNESS WHEREOF, the Parties have executed this Agreement.
~
City Attorney
CITY OF CUPERTINO ("CITY")
By C~ALP tllZOff-lf~ &ifL
City Manager r\,. . 1 i/:)) /, . ........
~t;.e.^ lUff-'
KMVT
("C~JRACTOR")
By Y
KMVT/CUP - FY0506 Agreement
Page 2
EXHIBIT liB"
COSTS and OBLIGA nONS
1. In consideration for the CONTRACTOR provided services annually, as described in EXHIBIT A,
Facility Usage for CITY-sponsored Programs
Community Access for Cupertino Residents
Cablecasting
Bulletin Board Services
During the Term of this Agreement, CITY shall pay CONTRACTOR an annual sum of $45,000, payable
in 12 equal monthly payments of $3,750, with these amounts subject to the potential yearly changes
defined in Section 4 below.
2. In addition, during the Term of this Agreement, for every non-resident producer or crew member of the
"Better Part" Cupertino Program (as per EXHIBIT A), CITY shall pay CONTRACTOR the difference
between the CONTRACTOR's resident and non-resident yearly Access Fees (the" Access Fee
Differential"), as defined in CONTRATOR's Users' Guide and Access Fee schedule, up to a yearly limit of
$5,000 (the "Differential Amount"), with this amount subject to the potential yearly changes defined in
Section 4 below. Such "Better Part" producers and crew members shall have the same rights and I
privileges as all other KMVT access members.
In GlSC a Bcttcr P:'1ft uscr dccides to ',vorl, on non Bcttcr Part
amount to thc CITY.
CONTRACTOR shall submit a quarterly list of all Access Fee Differential "Better Part" users to the
CITY, and ~the foregoing Access Fee Differential amounts shall be paid/rcimburscd the
CONTRACTOR by each p;uty the CITY on a monthly quarterly basis as such fees are accrued.
3. If, during the Term of this Agreement, the Access Fee Differential amount in any given month is less
then 1/12th of the yearly Differential Amount, the CITY may utilize such amounts for retaining
CONTRACTOR services and equipment for special events at CONTRACTORs then published rates for
cities, up to the total Differential Amount.
By the end of each year of this Agreement, the CITY will pay CONTRACTOR the full Differential
Amount, whether it is utilized or not by one of the two forgoing methods. In case of non-utilization,
CONTRACTOR shall carry forward the corresponding services/equipment credit in favor of the CITY
during the Term of this Agreement.
4. Starting at the beginning of the second year of this Agreement, and annually thereafter during the
remainder of the Term of this Agreement, the above prices will change by the percentage amount of the
Consumer Price Index for the San Francisco-OakIand-San Jose Area for the previous year, as published
by the United States Bureau of Labor Statistics.
KMVT/CUP FY0506 Agreement Exhibit B
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