STATE OF NORTH CAROLINA

TRIANGLE J COUN CIL OF GOVERNMENTS

 

CABLE CONSORTIUM SERVICE AGREEMENT

 

This AGREEMENT, entered into this ___ day of ________ 2007, by and between the Triangle J Council of Governments (“TJCOG" or “the COG”), 4307 Emperor Boulevard, Suite 110, Durham, NC 27703, and the Town of Chapel Hill (“local government” or the Town”), 405 Martin Luther King Boulevard, Chapel Hill, NC 27514.

WHEREAS, in response to the needs of its member governments, TJCOG has formed the Triangle J Cable Television Consortium (“Cable Consortium”), to assist its members in addressing their cable television and telecommunication responsibilities; and,

WHEREAS, in order to properly administer the Cable Consortium, TJCOG has secured a contractor that has substantial knowledge and experience in regulatory matters related to cable television administration, enforcement, right-of-way management, PEG management and implementation, and other matters necessary for local governments to retain their authority over the right-of-way and safeguard the public interest; and

WHEREAS, the Town of Chapel Hill is desirous of receiving assistance from the Triangle J Council of Governments regarding the aforementioned administrative and regulatory services and wishes to become a member of the Cable Consortium; and,

WHEREAS, TJCOG wishes to enter into an agreement with the Town of Chapel Hill to provide the stated services and admit the Town into membership of the Cable Consortium;

NOW, THERFORE, IT IS AGREED among the parties that the following terms and conditions shall apply to the admission of the Town into the membership of the Cable Consortium and to the delivery of services arising therefrom:

  1. Definitions. The following words and phrases shall have the general meaning(s) as set forth below for the purposes of this agreement:
  2. Term. The term of the Service Agreement (the “Term”) shall commence on October 1, 2007 and shall end on March 31, 2008. Thereafter the agreement shall be extended for semi-annual or annual periods, unless terminated in accordance with the “Termination” provision herein.
  3. Scope of Services. Action Audits shall provide the COG and the Cable Consortium such assistance as may be related to cable television administration; public, education and government access television; and telecommunication and broadband development, regulatory and legislative matters as provided in Exhibit B.
  4. Fees. The Town shall pay to TJCOG a consortium membership fee in accordance with the schedule attached hereto as Exhibit A. This fee will afford the Town a basic package of consulting services as identified in Exhibit B. "A la carte" and other services may be provided to the Town on an hourly, or flat fee basis consistent with a schedule of current billing rates as shown in Exhibit A. Such rates include all administrative overhead expense, secretarial support, local travel and telephone calls, and profit. The Town shall promptly pay TJCOG for all reasonable and necessary expenses incurred in performing work in connection with this Agreement. To obtain reimbursement, TJCOG shall submit to the Town an itemized statement of such expenses together with copies of bills and receipts.
  5. Amendments-Waiver. Any amendment to or modification of this Agreement and any waiver of any provision hereof, shall be in writing and shall require the prior written approval of the Town and TJCOG.
  6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina applicable to contracts made and to be performed therein.
  7. Consent to Jurisdiction. Each Party hereby agrees to submit to the nonexclusive jurisdiction of the court in and of the State of North Carolina and to the courts to which an appeal of the decisions of such courts may be taken and consents that service of process with respect to all courts in and of the State of North Carolina may be made by registered mail to such address set forth on page 1 hereof.
  8. No Third Party Beneficiaries. This Agreement is not intended to confer any rights or remedies upon any Person other than the parties hereto and their successors and permitted assigns.
  9. Independent Contractor. The parties expressly acknowledge hereto that the relationship of TJCOG to the Town is that of independent contractor. Nothing contained in this Agreement shall create an employer-employee, principal-agent, or partnership relationship between TJCOG and the Town. The Town shall not exercise control or direction over the manner or method by which services are rendered by TJCOG hereunder, either expressly or by implication.
  10. Termination. This Agreement may be terminated by either the Town or TJCOG upon thirty (30) days written notice without penalty. In the event of such termination, the Town shall be liable only for payments due hereunder for expenses and services rendered by Action Audits prior to the date of the notice of termination.
  11. Successors and Assigns. Neither of the contractor parties shall have the right to assign this Agreement to its successors and assigns, including all covenants and agreements hereunder, without the prior written consent of either the Town or TJCOG.
  12. Captions: Gender and Number. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. The gender and number used in this Agreement are used as reference terms only and shall apply with the same effect whether the parties are of the masculine, neuter or feminine gender, corporate or other form, and the singular shall likewise include the plural.
  13. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties hereto with regard to the subject hereof, and supersedes all prior agreements and understandings, whether oral or written, with respect hereto.

IN WITNESS WHEREOF, this Agreement has been executed in duplicate originals, one of which is retained by each party as of the date and year first above written.

 

TRIANGLE J COUNCIL OF GOVERNMENTS      

SEAL

By:                                                                              

Dee Freeman, Executive Director

ATTEST: _____________________

TOWN OF CHAPEL HILL, NC

 

By:                                                                              

Roger Stancil, Manager

 

This instrument has been pre-audited as required by the Local Government Budget and Fiscal Control Act.

 

____________________________

Loris Colclough, Interim Finance Director

Town of Chapel Hill