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SIGNAL SERVICES AGREEMENT
THIS SIGNAL SERVICES AGREEMENT (this “Agreement”), dated as of May 1st ,
2020 (the “Effective Date”), is by and between DMEA Utilities Services, LLC, a Colorado limited liability
company (“Elevate”) and the City of Fort Collins Electric Utility Enterprise, dba Fort Collins Connexion, a
Colorado municipal corporation (the “City”, together with Elevate the “Parties” and each a “Party”).
The Parties agree:
1. Services. Elevate will provide shared access to certain television channels, as well
as related assistance, to the City (the “Services”), as more particularly described in one or more
attachments to be issued by the City and accepted by Elevate (each, an “Attachment”). The initial
accepted Attachments are attached hereto as Exhibits A, B and C. The Services include products
and services owned, provided or controlled by third parties, including without limitation,
Forethought.net and MobiTV (collectively, the “Third Party Providers”) that Elevate agrees to
provide to the City pursuant to the terms of this Agreement.
2. Term of Agreement. This Agreement will begin on the Effective Date and shall
continue for one (1) year from the Effective Date, unless otherwise agreed in writing by the Parties
or terminated earlier as provided in this Agreement (the “Initial Term”); provided, however, that
if neither Party notifies the other Party of its intent to terminate this Agreement in accordance with
this Section, this Agreement shall automatically renew and be extended for consecutive one (1)
year terms (each, a “Renewal Term” and, collectively with the Initial Term, the “Term”). Either
Party may terminate this Agreement effective upon: (i) the expiration of the then-current Term by
so notifying the other Party in writing at least thirty (30) days prior to the expiration of the then-
current Term; or (ii) as set forth in Section 12.
3. Payments to Elevate. The City agrees to pay Elevate all amounts set forth in each
Attachment for (i) any initial set up fees (the “Initial Fees”), and (ii) any monthly recurring fees
(the “Monthly Fees”) for the Services during the Term. The Initial Fees are due within thirty (30)
days of the Effective Date and receipt of invoice. Each Monthly Fee is due within thirty (30) days
of date of invoice. The City is responsible for all sales, use and excise taxes, and any other similar
taxes, duties or charges imposed by any governmental entity on amounts payable by the City under
this Agreement (excluding taxes imposed on Elevate's income, personnel or real or personal
property).
4. Fee Increases. In addition to any other rights set forth herein related to Elevate’s
right to adjust the costs and fees, Elevate reserves the right to increase any Monthly Fee or any
other amounts owed after the Initial or any Renewal Term; provided that Elevate delivers to the
City written notice of such increase at least sixty (60) days prior to the end of the then-current
Term.
5. Independent Contractor. The relationship between the Parties is that of
independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture,
employment or fiduciary relationship between the Parties, and neither Party can contract for or
bind the other Party.
DocuSign Envelope ID: DC34E0CC-757A-4BFB-961F-CD2E68B5FA87
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6. Limited Warranty. Elevate warrants it shall perform the Services in accordance
with normally accepted industry standards. EXCEPT AS OTHERWISE SPECIFICALLY SET
FORTH IN THIS AGREEMENT, ELEVATE MAKES NO REPRESENTATIONS OR
WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND ELEVATE
DOES NOT GUARANTEE ANY RESULT OR THE EFFECTIVENESS OF THE SERVICES.
ALL SERVICES ARE PROVIDED “AS IS,” AND ANY IMPLIED WARRANTY, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR TITLE IS DISCLAIMED. NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY EXHIBIT, ELEVATE IS
NOT LIABLE FOR, AND MAKES NO REPRESENTATIONS OR WARRANTIES
REGARDING, THE ACTIONS OR OMISSIONS OF ANY THIRD PARTIES OR THE
PRODUCTS MADE OR SERVICES OFFERED BY ANY THIRD PARTIES INCLUDING,
WITHOUT LIMITATION, THE THIRD PARTY PROVIDERS.
7. Compliance with Law and Consents. Before the date on which the Services are to
start, the City shall obtain, and at all times during the Term of this Agreement maintain, all
necessary retransmission contracts, licenses, permits, franchises, and consents from any applicable
third party (including, without limitation, the FCC, the Third Party Providers, any broadcast
affiliates and any federal, state, or local government or political subdivision thereof
(“Governmental Authority”)); and the City shall at all times throughout the Term comply with all
relevant statutes, laws, ordinances, regulations, rules, codes, common law or rule of law of any
Governmental Authority applicable to its use of the Services.
8. Technical Support and Maintenance.
(a) Elevate Services. Elevate is responsible for technical support, maintenance
and recovery operations, and device upgrades or additions (if determined to be necessary by
Elevate) for any equipment or other materials owned by Elevate (or its parent, Delta-Montrose
Electric Association) and used in the provision of the Services (the “Elevate Equipment”) in
accordance with the provisions of each Attachment. Elevate agrees to provide the City with seven
(7) days' written notice of any scheduled maintenance of the Elevate Equipment; provided
however, any urgent maintenance affecting the Services or Elevate Equipment will not require any
advanced notification.
(b) Third Party Services. Elevate is only responsible for facilitating
communications between the City and any Third Party Provider, and such Third Party Provider
will be responsible for all technical support, maintenance and recovery operations, and device
upgrades or additions relating to the Services that are owned, controlled or provided by such Third
Party Provider. The City acknowledges and agrees that Elevate is not liable for any Third Party
Provider's actions or omissions.
DocuSign Envelope ID: DC34E0CC-757A-4BFB-961F-CD2E68B5FA87
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9. Change Orders. The Parties can agree in writing to change (through a “Change
Order”) the scope or performance of the Services. Elevate will estimate any impact the change
might have on performing this Agreement, such as timing or fee changes. Without limiting the
foregoing, in the event that the channel lineup described on any Attachment changes, or Elevate
decides to no longer access any such channels, it shall notify the City and provide the City an
estimate of the cost for Elevate to continue providing such channels to the City. The City shall
notify Elevate within fifteen (15) business days as to whether it desires to continue receiving such
channels at the new cost, in which case the Parties shall amend the applicable Attachment.
10. Confidential Information. Occasionally during the Term, a Party (the “Disclosing
Party”) may disclose to the other Party (the “Receiving Party”) non-public, proprietary, and
confidential information of Disclosing Party including, without limitation, business plans,
strategies, forecasts, projects, and analyses; financial information and fee structures; business
processes, methods, and models; employee, customer, potential contributor and client information
(whether past, current or prospective); product and service specifications; trade secrets and other
Intellectual Property Rights (as defined below); and sales and marketing information (collectively,
“Confidential Information”). Confidential Information shall not include information that: (i) is or
becomes generally available to the public other than because of Receiving Party's breach of this
Agreement; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a
third-party source, provided that such third party was not prohibited from disclosing the
Confidential Information; (iii) was in Receiving Party's possession before Disclosing Party's
disclosure; (iv) was or is independently developed by Receiving Party using no Confidential
Information or (v) is subject to the requirements of the Colorado Open Records Act. Except as
provided for in this Agreement, the Receiving Party will not disclose Confidential Information to
anyone other than its employees and agents who need to know in connection with this Agreement
and who are subject to obligations not to disclose such Confidential Information that are at least as
restrictive as those set forth herein. Each Party will use the Confidential Information solely for the
purposes in this Agreement unless another use is allowed by written permission of the Disclosing
Party. Upon termination of this Agreement or upon request of the Disclosing Party, all Confidential
Information, with any copies thereof, will be returned to the Disclosing Party or certified destroyed
by the Receiving Party.
11. Ownership of Intellectual Property. Elevate, the Third Party Providers and any
other suppliers of software and services related to the Services will retain all right, title and interest
in and to the Intellectual Property Rights in the Services, and any derivative works thereof. For
purposes of this Agreement, “Intellectual Property Rights” means all patents, patent applications,
copyrights, trademarks, service marks, trade secrets, moral rights, software, applications and any
other intellectual property, industrial and proprietary rights, and all rights under or associated with
the foregoing.
12. Termination; Suspension.
(a) Either Party may terminate this Agreement at any time with ninety (90) days'
written notice to the other Party.
(b) Either Party may also terminate this Agreement, effective upon written notice
to the other Party (the “Defaulting Party”) if the Defaulting Party materially breaches this
Agreement, and such breach is incapable of cure, or with respect to a material breach capable of
cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written
notice of such breach.
DocuSign Envelope ID: DC34E0CC-757A-4BFB-961F-CD2E68B5FA87
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(c) Notwithstanding anything to the contrary herein, Elevate may suspend any
Services under this Agreement with immediate effect upon notice to the City, if the City fails to pay
any amount when due and such failure continues for ten (10) days.
13. Effect on Termination. Upon termination of this Agreement, (a) each Party shall
promptly return to the other Party all documents and tangible materials (and any copies) containing,
reflecting, incorporating or based on the other Party's Confidential Information and all tangible
property in its possession or control, belonging to the other Party, and (b) the City will promptly
pay for all fees for any Services satisfactorily performed according to terms of this Agreement and
all reasonable expenses incurred by Elevate under this Agreement through the date of termination.
The rights and obligations of the Parties in this Agreement which should survive termination or
expiration of this Agreement (including, without limitation, Sections 3, 6, 7, 10, 11, 13, 14, 15, 16
and 17), will survive any such termination or expiration of this Agreement.
14. Limitation of Liability. NEITHER PARTY IS LIABLE TO THE OTHERFOR
ANY LOSS OF USE, REVENUE OR PROFIT OR FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER
ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND
WHETHER OR NOT ELEVATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED
THE AGGREGATE AMOUNTS PAID TO ELEVATE PURSUANT TO THIS AGREEMENT.
15. Indemnification. To the extent permitted by law and subject to all protection and
limitations set forth in the Colorado Governmental Immunity Act, each Party (as “Indemnifying
Party”) shall indemnify, hold harmless, and defend the other Party and its managers, officers,
directors, employees, agents, affiliates, successors, and permitted assigns (collectively,
“Indemnified Party”) against Losses, that are incurred by Indemnified Party arising out of any third-
party claim alleging: (a) any grossly negligent or more culpable act or omission of Indemnifying
Party or its personnel in connection with the performance of its obligations under this Agreement;
(b) any bodily injury, death of any person, or damage to real or tangible personal property caused
by the grossly negligent or more culpable acts or omissions of Indemnifying Party or its personnel;
or (c) City non-compliance with Section 7 (Compliance with Law and Consents).
16. Notice. Each Party shall deliver all notices under this Agreement in writing at the
address below (or to any other address that the receiving Party may designate under this section).
Each Party shall deliver all such notices by personal delivery, nationally recognized overnight
courier (with all fees prepaid), facsimile or email (with confirmation of transmission), or certified
or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise
provided in this Agreement, a notice is effective only (a) upon receipt by the receiving party and
(b) if the Party giving the notice has complied with the requirements of this Section.
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If to Elevate: If to City:
Fort Collins- Connexion
215 N. Mason Street
Fort Collins, CO 80524
Attention: Erin Shanley
Fax:
DMEA Utilities Services, LLC
11925 6300 Rd.
Montrose, CO 81401
Attention: Kent Blackwell
Fax:
Email: kent.blackwell@dmea.com Email: eshanley@fcgov.com
17. Miscellaneous. If any part of this Agreement is invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability does not affect any other term of this Agreement
or invalidate or render unenforceable such term in any other jurisdiction. This Agreement, together
with the exhibits and schedules, is the entire agreement of the Parties regarding the subject matter
of this Agreement, and supersedes all prior and contemporaneous understandings, agreements,
representations, and warranties, both written and oral, regarding such subject matter. No
amendment to this Agreement is effective unless it is in writing and signed by each Party. No
waiver under this Agreement is effective unless it is in writing and signed by the Party waiving its
right. No failure or delay in exercising any right, remedy, power, or privilege or in enforcing any
condition, or any act, omission, or course of dealing between the parties will be deemed a waiver
or estoppel of any right, remedy or condition arising from this Agreement. This Agreement is
entered into in the State of Colorado and is governed by Colorado law. Venue for all court actions
will be in Larimer or Mesa County, Colorado. This Agreement may be signed in counterparts, each
of which is deemed an original, but which together are deemed one and the same agreement. A
signed copy of this Agreement delivered by e-mail will have the same legal effect as delivery of
an original signed copy. If any suit or other action is brought to construe or enforce this Agreement,
the prevailing Party will be awarded reasonable attorneys' fees and court costs, besides all other
relief to which such Party will be entitled.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
ELEVATE: COMPANY:
DMEA UTILITIES SERVICES, LLC, a
Colorado limited liability company
CITY OF FORT COLLINS
Electric Utility Enterprise, dba Fort Collins
Connexion
By: _
Name:
Title:
By:_
Name:
Title:
COMPANY:
APPROVED AS TO FORM
By:______________________________
Name: ___________________________
Title: ____________________________
DocuSign Envelope ID: DC34E0CC-757A-4BFB-961F-CD2E68B5FA87
Cyril Vidergar
Assistant City Attorney II
Purchasing Director
Gerry Paul
EXHIBIT A
AT&T SPORTS NETWORK NATIONAL
CHANNELS
Service Agreement Summary: Programing transport services for AT&T Sports Network
National Channels
Summary: This document details the services and support terms for DMEA Utilities
Services, LLC, a Colorado limited liability company (“Elevate”) to offer shared access to
AT&T Sports Network national channels using existing video transport architecture to the
City of Fort Collins Electric Utility Enterprise, dba Fort Collins Connexion ( “Connexion”),
and is subject to the terms and conditions of the Signal Services Agreement by and
between Elevate and Connexion to which this is attached (the “Agreement”).
Service(s) Provided:
Elevate will provide Connexion with shared access to live content as received by Elevate’s
digital head end and processed by local transcoding equipment. The signal provided will in
turn be transported from Denver CO to Atlanta GA via existing transport through
Forethought.net.
Please see Schedule A, attached hereto and incorporated herein, for a list of current
channels that will be provided to Connexion in accordance with the terms of the applicable
current AT&T Sports Network broadcaster. This list is subject to change from time to time in
accordance with the Agreement, or if determined by the broadcasters.
The linear signal is currently provided via satellite dish antenna array in Montrose CO and
processed via CISCO Transcoding hardware, CISCO/SA Model D9858 Receivers. Elevate
reserves the right to make changes to such equipment from time to time in its sole discretion,
provided that Elevate continues to meet its obligations under the Agreement.
Requirements:
In order for Connexion to share the resources used to provide the linear feeds and related
transport for the Services provided under this Exhibit A, it must comply with the following
terms –
• The channels must only be used in the service area within the assigned Denver
digital marketing area (“DMA”); and
• Connexion must maintain current affiliate agreement containing approved transport
language therein with AT&T Sports Network in accordance with Section 7 of the
Agreement.
Fees:
Connexion shall pay to Elevate Seventy-Five and no/100 Dollars ($75.00) per month for each
channel provided pursuant to Schedule A. The initial monthly recurring fees equal $150.00 per
month.
DocuSign Envelope ID: DC34E0CC-757A-4BFB-961F-CD2E68B5FA87
Technical Support:
Elevate will make all decisions regarding, and be the primary point of contact for any issues as
they pertain to, the following –
• Technical support of the device & configuration of Elevate’s equipment
• Device upgrades and/or additions to Elevate’s equipment
• Maintenance & recovery operations for Elevate’s equipment (including, without
limitation, power, rack space, cabling, etc.)
• Additions of feeds or changes to existing feeds
• Coordination with local collocation and transport provider – Forethought.net
• Coordination with programmer (AT&T) (including, without limitation, outages, signal
changes, etc.)
• Coordination with MobiTV to validate quality of video stream up to the Mobi RF
production network
Elevate will not be responsible for the following –
• OCL (channel lineup) changes including, without limitation, channel numbering, name
display, etc.
• Technical issues as they pertain to the specific video instance assigned to other
customers within the MobiTV platform
• Affiliate contract negotiations on behalf of other customers who wish to share linear
related hardware and network transport for AT&T Sports Network
Elevate will provide the following support to Connexion –
o Reasonable technical support direct through Elevate NOC during its normal business
hours from 8-5 M-F. In addition, Connexion may contact Elevate during other hours
and on weekends, and Elevate will use commercially reasonable efforts to provide
support.
- Email: netops@elevatefiber.com
o Phone: (833) 203-4247
Maintenance / Upgrades:
o Scheduled service affecting maintenance will be conducted with a 7 day notification to
Connexion
o Unscheduled emergency service affecting maintenance will not require advanced
notification
Channel Additions:
- If at any time Connexion desires to add additional feeds and/or channels to the
local encoding equipment on behalf of Connexion; Elevate will coordinate the cost
analysis for required hardware, licensing, etc. and provide a quote to Connexion
on the additional Services.
DocuSign Envelope ID: DC34E0CC-757A-4BFB-961F-CD2E68B5FA87
- Elevate will coordinate the additional labor and consulting necessary to
activate additional feeds and/or channels at Connexion request upon
approval by Elevate.
Standard Operating Procedure:
• Primary technical support will be MobiTV NOC. In the event that any outages or
degradation of signal are observed by Elevate or The City, the first step in the
troubleshooting process will be to contact the MobiTV NOC via Jira helpdesk and log a
support ticket. Mobi NOC will confirm if the issue is direct from the encoded stream or
within the application itself. Likewise, in the event that Mobi proactively identifies an
issue with services, they will log a ticket that will notify both Elevate and The City and
request further updates.
• Upon receiving notification, Elevate network operations will validate the nature of the
issue and work to remedy as soon as possible within the following parameters:
o Acute System Failure – Including corrupted OS, encoder chassis power and/or
backplane failure, 8VSB line card failure.
- Notification of outage will be provided no less than 24 hours
- Resolution will be completed within 72 hours of event barring any
exceptional failures which require extended lead time with support vendors
to provide replacement(s)
o Systemic Degradation of Services – Including accumulative or periodic issues in
signal quality and/or network transport that would constitute an ongoing problem.
- Once notified either directly by The City or Mobi NOC, Elevate will resolve
within 30 days of having been notified
- Both Elevate and The City will use a variety of means including ticketing
systems and monitoring tools to validate any issues that may contribute to
significant impact against a %99.999 uptime metric.
DocuSign Envelope ID: DC34E0CC-757A-4BFB-961F-CD2E68B5FA87
Schedule A
AT&T Sports National Channels
o AT&T Sports Rocky Mountain
o AT&T Sports RM Alternate
DocuSign Envelope ID: DC34E0CC-757A-4BFB-961F-CD2E68B5FA87
EXHIBIT B
ESPN NATIONAL CHANNELS
Service Agreement Summary: Programing Transport services for ESPN National Channels
Summary: This document details the services and support terms for DMEA Utilities
Services, LLC, a Colorado limited liability company (“Elevate”) to offer shared access to
Disney ESPN National channels using existing video transport architecture to the
Connexion of Fort Collins Electric Utility Enterprise, dba Fort Collins Connexion, (
“Connexion”), and is subject to the terms and conditions of the Signal Services Agreement
by and between Elevate and Connexion to which this is attached (the “Agreement”).
Service(s) Provided:
Elevate will provide Connexion with shared access to live content as received by Elevate’s
digital head end and processed by local transcoding equipment. The signal provided will in
turn be transported from Denver CO to Atlanta GA via existing transport through
Forethought.net.
Elevate will provide Connexion with technical support and hosting services for a single Arris
DSR-6100 receiver used to provide ESPN Deportes. The receiver is owned by Connexion and
Elevate will provide technical support and associated services when needed such as
upgrades, replacement, etc.
Please see Schedule B, attached hereto and incorporated herein, for a list of current channels
that will be provided to Connexion in accordance with the terms of the applicable current
Disney ESPN broadcaster. This list is subject to change from time to time in accordance with
the Agreement, or if determined by the broadcasters.
The linear signal is currently provided via satellite dish antenna array in Montrose CO and
processed via Arris Transcoding hardware, Arris Model DSR-6100 Receivers. Elevate reserves
the right to make changes to such equipment from time to time in its sole discretion, provided
that Elevate continues to meet its obligations under the Agreement.
Requirements:
In order for Connexion to share the resources used to provide the linear feeds and related
transport, it must comply with the following terms –
• The channels must only be used in the service area within the assigned Denver digital
marketing area (“DMA”); and
• Connexion must maintain current affiliate agreement containing approved transport
language therein with Disney ESPN in accordance with Section 7 of the Agreement.
Fees:
Connexion shall pay to Elevate Seventy-Five and no/100 Dollars ($75.00) per month for each
channel provided pursuant to Schedule B. The initial monthly recurring fees equal $225.00 per
month for channels provided.
Connexion shall pay to Elevate Seventy-Five and no/100 Dollars ($75.00) per month for receiver
DocuSign Envelope ID: DC34E0CC-757A-4BFB-961F-CD2E68B5FA87
hosting and support provided pursuant to Schedule B. The initial monthly recurring fees equal
$75.00 per month.
Overall fee for all services equals $300 per month.
Technical Support:
Elevate will make all decisions regarding, and be the primary point of contact for any issues as
they pertain to, the following –
• Technical support of the device & configuration of Elevate’s equipment
DocuSign Envelope ID: DC34E0CC-757A-4BFB-961F-CD2E68B5FA87
• Device upgrades and/or additions to Elevate’s equipment
• Maintenance & recovery operations for Elevate’s equipment (including, without
limitation, power, rack space, cabling, etc.)
• Additions of feeds or changes to existing feeds
• Coordination with local collocation and transport provider – Forethought.net
• Coordination with programmer (Disney/ESPN) (including, without limitation, outages,
signal changes, etc.)
• Coordination with MobiTV to validate quality of video stream up to the Mobi RF
production network
Elevate will not be responsible for the following –
• OCL (channel lineup) changes including, without limitation, channel numbering, name
display, etc.
• Technical issues as they pertain to the specific video instance assigned to other
customers within the MobiTV platform
• Affiliate contract negotiations on behalf of other customers who wish to share linear
related hardware and network transport for Disney/ESPN
Elevate will provide the following support to Connexion –
o Reasonable technical support direct through Elevate NOC during its normal business
hours from 8-5 M-F. In addition, Connexion may contact Elevate during other hours
and on weekends, and Elevate will use commercially reasonable efforts to provide
support.
- Email: netops@elevatefiber.com
o Phone: (833) 203-4247
Maintenance / Upgrades:
o Scheduled service affecting maintenance will be conducted with a 7 day notification to
Connexion
o Unscheduled emergency service affecting maintenance will not require advanced
notification
Channel Additions:
- If at any time Connexion desires to add additional feeds and/or channels to the
local encoding equipment on behalf of Connexion; Elevate will coordinate the cost
analysis for required hardware, licensing, etc. and provide a quote to Connexion
on the additional Services.
- Elevate will coordinate the additional labor and consulting necessary to
activate additional feeds and/or channels at Connexion request upon
approval by Elevate.
DocuSign Envelope ID: DC34E0CC-757A-4BFB-961F-CD2E68B5FA87
Standard Operating Procedure:
• Primary technical support will be MobiTV NOC. In the event that any outages or
degradation of signal are observed by Elevate or The City, the first step in the
troubleshooting process will be to contact the MobiTV NOC via Jira helpdesk and log a
support ticket. Mobi NOC will confirm if the issue is direct from the encoded stream or
within the application itself. Likewise, in the event that Mobi proactively identifies an
issue with services, they will log a ticket that will notify both Elevate and The City and
request further updates.
• Upon receiving notification, Elevate network operations will validate the nature of the
issue and work to remedy as soon as possible within the following parameters:
o Acute System Failure – Including corrupted OS, encoder chassis power and/or
backplane failure, 8VSB line card failure.
- Notification of outage will be provided no less than 24 hours
- Resolution will be completed within 72 hours of event barring any
exceptional failures which require extended lead time with support vendors
to provide replacement(s)
o Systemic Degradation of Services – Including accumulative or periodic issues in
signal quality and/or network transport that would constitute an ongoing problem.
- Once notified either directly by The City or Mobi NOC, Elevate will resolve
within 30 days of having been notified
- Both Elevate and The City will use a variety of means including ticketing
systems and monitoring tools to validate any issues that may contribute to
significant impact against a %99.999 uptime metric.
DocuSign Envelope ID: DC34E0CC-757A-4BFB-961F-CD2E68B5FA87
Schedule B
DISNEY ESPN National Feeds
o ESPN HD
o ESPN 2 HD
o ESPNU HD
Hosted ESPN Receiver Support
o ESPN Deportes
DocuSign Envelope ID: DC34E0CC-757A-4BFB-961F-CD2E68B5FA87
EXHIBIT C
OTA DENVER
CHANNELS
Service Agreement Summary: OTA (Over the Air) Live Locals Service Sharing for Denver DMA
Summary: This document details the services and support terms required DMEA
Utilities Services, LLC, a Colorado limited liability company (“Elevate”) to offer shared
access to Denver DMA live local channels using existing video transport architecture
to the Connexion of Fort Collins Electric Utility Enterprise, dba Fort Collins
Connexion, ( “Connexion”), and is subject to the terms and conditions of the Signal
Services Agreement by and between Elevate and the Connexion to which this is
attached (the "Agreement").
Service(s) Provided:
Elevate will provide Connexion with shared access to live local content as received by
Elevate’s FM antennae array and processed by local transcoding equipment. The signal
provided will in turn be transported from Denver CO to Atlanta GA via existing transport
through Forethought.net.
Please see Schedule C, attached hereto and incorporated herein, for a list of current
channels that will be provided to Connexion, in accordance with the terms of the
applicable current Denver digital marketing area (“DMA”) broadcasters. This list is subject
to change from time to time in accordance with the Agreement, or if determined by the
broadcasters.
The OTA signal is currently provided via rooftop antenna arrays in Denver CO and
processed via INCA Transcoding hardware, INCA Model 4430 Module Transcoders. Elevate
reserves the right to make changes to such equipment from time to time in its sole
discretion, provided that Elevate continues to meet its obligations under the Agreement.
Requirements:
In order for Connexion to share the resources used to provide the OTA feeds and
related transport, it must comply with the following terms –
• The channels must only be used in the service area within the assigned Denver DMA;
and
• Connexion must maintain current RTC (retransmission contracts) with all
applicable broadcast affiliates in accordance with Section 7 of the
Agreement.
Fees:
Company shall pay to Elevate an initial one time set up fee of Ten Thousand and no/100
Dollars ($10,000.00).
Company shall pay to Elevate Six Hundred and no/100 Dollars ($600.00) per month for
the channels in the Denver DMA set forth on Schedule C. The initial monthly recurring
DocuSign Envelope ID: DC34E0CC-757A-4BFB-961F-CD2E68B5FA87
fees equal
$600.00 per month.
Technical Support:
Elevate will make all decisions regarding, and be the primary point of contact for any
issues as they pertain to, the following –
• Technical support of the device & configuration of Elevate’s equipment
• Device upgrades and/or additions to Elevate’s equipment
• Maintenance & recovery operations for Elevate’s equipment (including,
without limitation, power, rack space, cabling, etc.)
• Additions of feeds or changes to existing feeds
• Coordination with local collocation and transport provider – Forethought.net
• Coordination with 3rd
party vendors and associated support contacts
• Coordination with local broadcasters (including, without limitation, outages,
signal changes, etc.)
• Coordination with MobiTV to validate quality of video stream up to the
Mobi RF production network
Elevate will not be responsible for the following –
• OCL (channel lineup) changes including, without limitation, channel numbering,
name display, etc.
• Technical issues as they pertain to the specific video instance assigned to
other customers within the MobiTV platform
• RTC negotiations on behalf of other customers who wish to share OTA
related hardware and network transport
Elevate will provide the following support to Connexion –
o Reasonable technical support direct through Elevate NOC during its normal
business hours from 8-5 M-F. In addition, Connexion may contact Elevate during
other hours and on weekends, and Elevate will use commercially reasonable
efforts to provide support.
- Email: netops@elevatefiber.com
o Phone: (833) 203-4247
Maintenance / Upgrades:
o Scheduled service affecting maintenance will be conducted with a 7 day
notification to Connexion
o Unscheduled emergency service affecting maintenance will not require
advanced notification
DocuSign Envelope ID: DC34E0CC-757A-4BFB-961F-CD2E68B5FA87
Channel Additions:
- If at any time Connexion desires to add additional feeds and/or channels to the
local encoding equipment on behalf of Connexion; Elevate will coordinate the
cost analysis for required hardware, licensing, etc. and provide a quote on the
additional services.
- Elevate will coordinate the additional labor and consulting necessary to
activate additional feeds and/or channels at Connexion’s request upon
approval by Elevate.
Standard Operating Procedure:
• Primary technical support will be MobiTV NOC. In the event that any outages or
degradation of signal are observed by Elevate or The City, the first step in the
troubleshooting process will be to contact the MobiTV NOC via Jira helpdesk and log
a support ticket. Mobi NOC will confirm if the issue is direct from the encoded
stream or within the application itself. Likewise, in the event that Mobi proactively
identifies an issue with services, they will log a ticket that will notify both Elevate and
The City and request further updates.
• Upon receiving notification, Elevate network operations will validate the nature of
the issue and work to remedy as soon as possible within the following parameters:
o Acute System Failure – Including corrupted OS, encoder chassis power and/or
backplane failure, 8VSB line card failure.
- Notification of outage will be provided no less than 24 hours
- Resolution will be completed within 72 hours of event barring any
exceptional failures which require extended lead time with support
vendors to provide replacement(s)
o Systemic Degradation of Services – Including accumulative or periodic issues in
signal quality and/or network transport that would constitute an ongoing
problem.
- Once notified either directly by The City or Mobi NOC, Elevate will resolve
within 30 days of having been notified
- Both Elevate and The City will use a variety of means including ticketing
systems and monitoring tools to validate any issues that may contribute to
significant impact against a %99.999 uptime metric.
DocuSign Envelope ID: DC34E0CC-757A-4BFB-961F-CD2E68B5FA87
Schedule C
Denver DMA Broadcaster & Channel List
DMA Programmer Channel Name Network
Name Resolution HD/SD
Denver Nexstar Media Group CW KWGN 1280x720p HD
Denver CBS Television Stations CBS KCNC 1920x1080i HD
Denver TEGNA Inc. MY NET TV KTVD 1280x720p HD
Denver Rocky Mtn Public Broadcasting Ntwk Inc. PBS KRMA 1920x1080i HD
Denver Scripps Media Inc. ABC KMGH 1280x720p HD
Denver TEGNA Inc. NBC KUSA 1920x1080i HD
Denver NBCUniversal Telemundo KDEN 1920x1080i HD
Denver Nexstar Media Group FOX KDVR 1280x720p HD
Denver ION Media Networks Inc. ION KPXC 1280x720p HD
Denver TEGNA Inc. JUSTICE KUSA-D3 528x480i SD
Denver TEGNA Inc. QUEST KUSA-D5 528x480i SD
Denver TEGNA Inc. H & I KTVD-D2 704x480i SD
Denver Nexstar Media Group COURT TV KWGN-D2 640x480i SD
Denver Nexstar Media Group COMET KWGN-D3 640x480i SD
Denver Nexstar Media Group CHARGE KWGN-D4 640x480i SD
Denver Nexstar Media Group Antenna Antenna TV 704x480i SD
Denver Nexstar Media Group TBD KDVR-TBD 704x480i SD
Denver NBCUniversal COZI KDEN-D3 704x480i SD
• Please note that broadcaster programming subject to change without notice
DocuSign Envelope ID: DC34E0CC-757A-4BFB-961F-CD2E68B5FA87