'Olelo Contract

8/2/2019 'Olelo Contract

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AGEFFNIF NT('01010: The Corporation For Community Television)

This Agreement en ured into this 24 th day of Ipec ember F 1998, by andhehiveen the State of Hemel throughits Director of Commerce and Consumer Affairs,whose address is at 1010 Richards Street Honolulu, Hawaii 96813, hereinnnerreferred to as the "Director", and 'Oleic: The Corporation For Community Television, aHawaii NonprofitC.'.orporAtion, whose address is at 1122 Mapunapuna Street. Honolulu,Hawaii. hereinafter referred to as "Oluict;

W1 TNESSEI ll :

WHEREAS,in Decision aud Cider No 135, as amended by Decision and OrderNos. 153, 1b4, 156, and 158, the Director approved the renewal of the c a blecommunications franchise. held by Time Werner EntertainmOni Com pany, L.P. dbaOcean ic Cablevlsion ("Ocean ic"),and

WHEREAS, in Dieu6ion and Order No. 187, the Director approved the transferof the cabie communisations franchise held by Chronicle Pu blishing Com pany dbaChronicle CableviNion LA Hawaii to Tel of Haw aii, Inc:. dha TCI ("Tel"), subject totheterms and conditions of Decision and Order Nos.148, 150, and 187; and

WHEREAS,in Decision and Order Nos. 135, 141, t48, 150, 153, 154, 156, 158,kind 187 (hereinafter rnliectively referred to as "Decisione and Orders") the Directorprovided for theestablishment of public, educational, and governmental ("PEG") accesson the Tel cornmimiGations system serving the Hawaii Kai area on the Island of Oahu,and on the Oceanic commuriit:Abns system sewing the remaining areas on the islandof Oahu: se nd

WHEREAS,In con nection therewith [lieDirector required Tel and Oceanic to:

(1) pay annual amass fees (sometimes hereinafter referred to as "Mom Fain"), (2)contribute to PEG capital funds for Facilities and equipment (sometimes hereinafterreferred to 8s "Facilities and Equipment Fund"), (3 ) provide interconnection among allcable F:.ysterns for the Wand of Qairu , rid (4) set aside channels TCI and IDr.eanir,cable communications systems for PEG occefis use: and


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WH EREA S, PEG access is e media resource that pruniotes commun itydevelopm ent and lifelong learning; faditates comm unication: and inereasesparticipation in the dem ocratic proce-ss , and

WH EREAS , ln accordame with the recomm endations m ade by an accessplanning committee Appanted by the Director. Olelo was created to manage the PFC;access tinerim s and to ope rate the PEG facilities, nhannels, and Thor reso urces forthe Island of Oahu; and

WHE REAS, by thatcertain agreem ent dated January 19, 1990, by and betweenOlelo and the Department of Commerce Lind Consumer Affairs, and that certainagreement d ated June 24, 1991 (Chronicle Cablevision of Hawaii. Hawaii Hal AreaFranchise) ; by and between O leic and th e Department of Comrneros and ConsumerAffairs, the managem ent and operation of PEG access finencea, facilities and channelsfo r the island of Oahu w ere contracted to Olelo; and

WH EREA S, the Director end Olelo nave ag reed to terminate saidagreementsdated ,January 19, 1090 and June 24, 11 91, and agreed to enter into this Agreement forthe manag emen t and operation of the PEG access facilities, equipment and channelsunder the terms and conditions sot forth herein;

NOW , THEREF ORE , the parties hereto mutually agree; a follows{

A. _term, The term of this Agreement shall he fir the period teginningas of the date hereof and ending De cemb er 3i, 1998, and Oall be automaticallyextended on an annual basis on January 1, 1999 unless terminated as prov ided in thisAc reement.

B. R uppnli e2Air lelo shell he responsible for themanagement and operation of the P E G access facilities and equipmen t including, butnot limited to, the following:

1. .Channak. Management of the channels allocated for PEGacross in the Deciions and Orders, as the samo may be revised or emendedfforn time to time.

2. Fames anitraulpirmat Provision of facilities andequipment fo r the ploductien crf prourernming to be cablecast on the PEGaccess channels.

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3. Traininq. Training of edunatiOnell, governmental, oommunityorganizations and the general public In the use of the access production facilitiesend equipment.

4. Marketing. Marketing and promo tion of the accesscenterand the P EG ;ibuess cl'iafinels and programs.

5. Support Services. Provision of support services to the usersof The P EG aDue5s facilities and equipment. These services may includeassistance in the production of access programs and support of special projects.

U . nsurance. Procure an d m aintain app ropriate levels ofinsurance coverage for workers' compensation, general Hat lilty (includingproperty damage and bodily injury), broadc$ Lr:Prs' liability, equipment andfacjiiiiQs, and any piper insuranc e coverage required by law.

C. 101.0's Reporting ReuLlifernattl. In order that the Director ma ymonitor 01010's comp liance withth e provisions of this A greement, Olelo shall file withth e Director the following:

1. Am endmen ts to the articles of incorporation and b y-law nolater than 30 days atter approval by the board of directors.

2. A roster of the board of dirbotors and officers and theirrespective term of Office no later than 30 days after Olelo's annual meeting or nolater than 30 da ys after a change in board memb ership when the change occursoilier than at the ann ual mee ting.

3, nnual financial statements no later than 90 days followingthe close of each c alendar year.

4. Ann ual audited finanr.ral statements no later than 30 daysafter acceptance b y the hoard of directors.

5. The 1999 calendar year operminnal plan and budget uponexecution of this Agreem ent. For each year Lh oroaftor an annual operationorplan and budget shell be due on or before November 1, he 217 100 calendaryear operational plan and bu dget shall be due on o r before Novemb er 1, 199g.Notwithstanding th o generality of the foregoing. Oleloshall also develop andperiodically upd ate a sl.ralepic or long-range planning do cum ent for a period not

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less than three yeara, Anr! Anal! submit a copy of si,Kh document no later than 30days atter acceptance by the board of direOtO rS,

6. om plete equipment inventory upon execution of this

Agreement, and thereafter an annual updato on or before Novem ber 1 of eachyear.

7 _ n annual ardivity report no later than 30- days following theclose of each calendar year which shall Include. but not limited to, the followinginformation:

a ublic Access Programming;

i. otal hours of programming:

it_ otal hours of locally produd originalprogramming;

iii. Total hours of repeat programm ing; and

iv . Total hours of programming submitted but notaired and reasons therefor.

b. overnmental Programming:

i. otat hours of pringrarnrning:

Total hours of locally produc ed originalprogramming;

iii, otal hours of repeat programming; and

iv. otal hours of programming submitted but notaired and reasons therefor,

c , ducational programming:

i. total hours of programm ing;

ii. Total hours of locally produced originalprogramming;

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Total hours of repeat programm ing; and

iv . otal hours of programming submitted but notaired and reauons theretur.

d . Summ ary of all channel outages from maintenance record sInclud ing total hours and reasons therefor.

e. Fnc ility U lse7

i. N umber of new ueers: and

ii . Numb er of repent use.rs.

f , raining:

Numb er of persons certified to use the acc essequipment; and

Numb er of persona who failed to be certified ord id not c omplete certification to use the anc..esse quipment.

Summary - of co mplaints including the nature ot thecomplaints and the actions taken.

h . ummary of outreach end marketing efforts.

Summary of revenues km solaces other than TCI andOc eanic including the amounts, sources, and purposeof funds.

Notwithstanding the generality of the ab ove, q uarterlyreports for ikums d escribed in subparagraphs a through i of paragraph C7 ebniveshall be avai1051efor review and inspection by the D irector or the Director'sdosipnee upon request.

Olelo shall Akihmitthe 1 90 7 calendar year end activity reportupon execution of this A greerront. For eac h year thereafter Olelo shall submitan annual year end 4ictivity repad no Inter than lays after the close of eachcalendar year, e.g., the 1 99 B yeer ond activity report shall be subm itted on or

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before March 31, 1999. Oleic' shell set benclinriarks for the Indicators listed inparagraph C 7 hereof based on its annual operational plan and budget.

9. Notwithstanding any provision to the contrary, the Director may

require 0160 to provide any additional infrirrnatIOn that the Director deemsnecessary.

D . LG Fkincl.2, At the direction of the Director, 01elo snail receiveand hold, as restricted funds, amounts required to be paid by Tel and Oceanic tosupport PEG access for the island 01 Oahu pursuant to the Decisions and Orders. Thefunds shall be deposited and maintained in intorost bearing accounts in any federallyinsured financial institution authodzod to do business in the State of Hawaii, 'BecauseIho funds paid by Oceanic and TI are separately designated by the Decisions andOrders for PH -; accees operations and facilities and equipment, Oleic) shall designateone account for operating and another account for capital (facilities and equipment),elelo shall be iesponsible for ednilhistering the accounts, end shall not commingleoperatilig funds with capital funds without the prior written approval of the Director.

The Director, in the Direnioda solo discretion, may require art auditof the amounts and designate the auditor or accountant. The full cost of the audit *;hallInc paid by Oleic.

E. ecords leio shall maintain at its office and 6 1 i a l l

submit to the Director upon request the fallowing;

1. Evidence of viforkers' compensation, general B a h llily,bruadcastees liability. and equipment and lacilities insurance coverage and anyother in5urance policies relating to trio .7esponeibilities required to be performedunder this Agreement

2. Operating policies and procedures as the same may beamended irurn time to time.

3. Training schedules and manuals as the same may berevised from time to time.

F.1elo she!! at all times comply with applicahle

previsions of the Americans with Disabilities Act (ADA).

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G. Payment for Services. Olelo shall not receive any money or othervaluable consideration from the Department of Commerce and Consumer Affairs, Oleloagrees to perform all services, duties, responsibilities and obligations required to beperform& by Olelo under this Agreement, in exchange for Access Fees and Equipment

and Facilities Fund contributions from TC1 and Oceanic pursuant to the Decisions andOrders.

H. Plan fo r Self-.5titliciancy. Along with its strategic plan, Oleic Shallsubmit a long-range plan which shall Include, at a minimum, measurable objectives andschedules whereby operations and maintenance, repair and replacement of equipmentand facilities would no longer be sotely or largely dependent upon Access Foes and theFacilities anti Equipment Fund.

I. Assignment. Olelo shall not a.ssIgn any of its rights under thisAgreement nor delegate any duties, obligations, or responsibilities required to beperformed under this Agreement will lout the prior written approval of the Directof.

Mot:UrAlan of Agreement. Any modification, alteration, oramendment of any term, provision, vr condition of this Agreement shall he in writing andsigned by the parties hereto.

Indemnificatio.a.Olelo shall defend, indemnify and save harmlessthe State of Hawaii, i ts clopertmo nte"and Its officers and employees from and againstany end all claims, actions, losses, expenses, damages, or liability to person or propertyarising out of or resulting from any provis ion or requirement of this Agreement. or Inexercis ing its rights o r in perfhrrningits obligations under this Ayreernent. Theprovisions of this paragraph shall remain in full force and effect no twithstanding theexpirat ion o r ear ly term inat ion o f this Agreem ent .

L. efault. in the event Olelo fails to satisfactorilyperform in a timelyor proper m anner any o f i ts obl igat ionsor responsibilities or fails to observe or performany term or condition required to be performed or observed by Olelo Linde( thisAgreement, and having been given reasonable notice of and o ppo rtuni ty tocure thesame, fails to tike satisfactory corrective act ion within the t im especified, the Director,in addition to all other available rights and remedies, shall have the right to direct TCIand Oceanic to withhold Dontributions of Access Fees and PEG capital funds of to

terminate this Agrocmont, or both. TheDirector shal l have the r ight to designate one or

more entitles as the successor of Olelo, and to enter into an agreement with suchsuccessor for the management and operation of the PEG access resources, fadlities,equipment, and channels for the Island of Oahu.

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L e s . r n i n a t i n n

1. In the event TC 1'sor Oceanle's cable corrirnuninetionSfranchis8 is terminated, this Agreeme ntshall be autom atical ly terminated on the

date such franch ise is terminated,

2. In the event any court ,agency, cDrnnnisslon,body. or other authority of Competentjurisdiction decleros Inval id anypad of theDecisions and Orders relat ing to PEG ao cos requiremen ts, this Agreement maybe terminated by the D irector o r lelupon 30 days prior written notice totheother party.

3. The Director ma y. when the inLefests of the State sorequire,torminate this Agreemen t for the convenience o fthe State, The Director shallgive at least 120 days priorwritten notice of the termination to Oielo.

N. e linquement ancLl eaLgs ari aEquip -neat, Upon termination of this Agreement and at the direct ionof the Director,Oleic shall (a) immediately rel inquish any and a l l c laims to the Ac cess Fees .and Equipment Fund, and the access facilities and equipment: and (b) within 60 daysprovide the Director with a 'milled acepunting of ail A m a s s F o o s a n d FactIttles a c i dEquipment Fund, a cu rref it inventory of all across facilities and equ ipment,and transferto the Department of Cr imrnerce and Consum erAffairs or its designee the balance ofthe operat ing and capitalaccounts, and all access facilities and equipment. In windingdown its nperatiOns, Oleio snail follow generally accepted accountinp principlesclassing its books, and Oleic shall neither incurany new obligation nor disburse fundsexcept for matters necessary in the normal course of business and thoso directlyrelated to winding down itsoperaticns.

If any PEG facility and/or equipm enthas keen purchased or acquired withfunds from other sources and not solely from the Facilities and Equipm ent Fund, thedisposition of bud, facility and/or equipmen tshall be by app ropriate appraisal andallocat ion a greed toby th e Director and Olelo.

0. ei -formai -Lat . The fa i lure ofthe Director at any time to requireperfornwrice of any ohltgation o r ocndiaununder this Agreement shal l notaffect th eright of the ilirOctor to enforce Lim, same . he wa iver by l ila Director of !J ig breach ofany torm or condition of this Agreement shall not bedeemed ur held to be A waiver ofany succeeding breach of such term or condition or as a waiver of the term or condition


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P. Tearrninatinn of FtiorAgreementl. The agreements between theDepartment of Commerce and Consumer Affairs and Olelo dated January 19, 191i0 andJune 24, 19 91, sh all be terminated as of th e date of this Agreement, and thisAgreement shall constitute the entire understanding betw een the parties, superseding

any and all previous u nderstandings or agreements, oral or written, pertaining to thesubject matter contained herein.

Q. WaNer, Th e Director shall have the right to waive any condition orobligation required to be observed or performed upon a showing or good cause .

R . Compliance with L . R 1 11/$. Olelo shall comply w ith all applicablefederal, state, end local laws, ordinances, codes, rules, and regulations, as the samemay b e amended from tirne to time.

S. Filings and Notices. All filings required to be made of written noticerequired to be given by a party Anall be delivered personally or sent by United Statesfirst class mall. postage prepaid. to the other party at such party's mailing address.


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KATHDirectorof ommerce and Coriumer Affairs

IN WITNESS W HER EOF, the parties hereto have executed thisAgree me nt so of the date first above written.

'Oleic: The arp :r t ior1Ftir Cominurt;tyTeWvision

D a te

APPRerviEDAS TO FORM:

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'Olelo Contract

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