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CABLE TELEVISION BULK SERVICE AGREEMENT . I CABLE TELEVISION BULK SERVICE AGREEMENT This Agreement is made and entered into as of ~tbday of December, 1995, by and between THE CITY OF CLEARWATER - CLEARWATER MARINA, a Florida nonprofit corporation ("Owner") and TIME WARNER ENTERTAINMENT- ADVANCE/NEWHOUSE, a New York partnership, d/b/a Time Warner Cable ("Company") . Recitals A. . Owner owns the MARINA located at 25 Clearwater Boulevard, Clearwater, Florida 34630 Clearwater, Florida 34630, (the "Premises"), which consists of 25 slips andtwomlocations in the Harbor building. B. Company owns and operates a cable television system in the City of Clearwater of Pinellas County Florida pursuant to a franchise with City of Clearwater (the "Franchise"). Aqreement In consideration of the mutual promises and conditions here in set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Owner and Company agree as follows: I.Establishment of Cable Service. Company may, at its option, design, install, upgrade and maintain television service to the Premises using coaxial cable and/or fiber optic line, amplifiers and other equipment currently on the Premises or to be added by Company (the "Equipment"). The Equipment shall at all times remain the property of Company. No person or entity, including but not limited to Owner, shall in any way attach to or use in part or in full, in any manner, any of the Equipment. Service and maintenance of the Equipment shall be provided by Company in accordance with the provisions of the Franchise. Owner shall provide, without charge, all raceways, conduit and electricity according to Company's specifications or design. 2.Bulk Ca.ble Television Service Subject to the terms and conditions of this Agreement, Company shall provide to the Premises a basic cable television system and, at its option, related services as permitted by the terms of the Franchise or otherwise. A description of the initial channel line-up to be provided to the Premises, including any installation charges, is attached as Exhibit A ("Bulk CATV Service"). 3. Monthlv Service Charqes. Owner shall pay to Company $9.50 per month for 27 outlets wired for Bulk CATV Service ("Bulk Service I I I Charge"). The Bulk Service Charge may be increased by Company upon 30 days' written notice. All statements rendered by Company to Owner under this Agreement shall be due when rendered and shall be subject to a late charge of 1.5 percent per month if not paid within 30 days. 4. Expanded Cable Television Service. Company shall have the right to provide expanded cable television service ("Expanded CATV Service"), including but not limited to pay programming, tiers, and secondary outlets, to the individual residents of the Premises. Service Charges for Expanded CATV Service shall be set by Company and shall be billed to individual residents of the Premises. In the event a resident of the Premises has contracted for Expanded CATV Service and is delinquent in payment to Company, Company may disconnect all cable television service to such resident until the resident's account is current. After such resident's account is current and/or premium equipment has been recovered, Company shall reconnect Basic CATV Service at no charge to Owner. 5.Service riqhts. Company shall have the right and license to operate a cable or other system for delivery to the Premises of television signals or other expanded cable television services. 6.Easements: Access. Owner hereby grants to Company an irrevocable easement in gross with respect to the Premises as necessary for cable routing and Equipment installation, servicing and maintenance. Owner shall permit Company employees to enter all parts of the Premises over which it has control for the purpose of marketing and selling service, auditing service, or installing, maintaining, repairing, replacing or removing the Equipment. Owner shall provide an employee or authorized person under control of Owner to accompany Company employees or contractors into any unoccupied dwelling units, and shall further take all steps necessary to assure Company's access. 7. Damaqe to Premises or Equipment. Any damage to the Premises caused by Company or its agents or employees shall be repaired by Company to the reasonable satisfaction of Owner. Company shall hold harmless and indemnify Owner from and against any and all damage or claims for damage arising from Company's construction and maintenance of the cable system, except loss or damage arising from any intentional or negligent act or omission of OWner or its agents or employees. Any damage to the Equipment caused by OWner or its agents or employees shall be repaired by Company, and Owner shall reimburse Company for its time and materials in effecting such repai rs. Owner shall hold harmless and indemnify Company from and against any and all damage or claims for damage arising from any intentional or negligent act or omission of Owner or its qgents or employees. 8. .~ Term; Termination: Successor. This Agreement shall commence on the aate~reof and shall continue for the term of ten years and shall be automatically renewed for additional five year terms thereafter, 2 I I unless earlier terminated as provided in this Agreement, or Owner or Company gives written notice to the other party of its intention not to renew at least 90 days prior to expiration of the initial or renewal term. Company may terminate this Agreement upon Owner's failure to pay any sums due under this Agreement, Owner's failure to comply with any of the terms of this Agreement upon 30 days' notice, or Company's determination that technical or economic factors make it impractical to provide service to the Premises. If Owner shall sell, transfer, or encumber the Premises, such sale or encumbrance shall be made subject to continuation of this Agreement. 9.Removal of Equipment. Upon termination of this Agreement for any reason, Company shall have the right, at its option, to (i) remove any or all of the Equipment; (ii) deactivate any or all of the Equipment in any practical manner: or (iii) continue to service those units desiring service on an individual basis at the prevailing single family rate provided that Owner shall not be responsible for payment of such service charges. la.Service Limitations. Company assumes no responsibility for and shall not be liable for any interruption of service to the Premises arising from acts of God, action of any governmental agency regulating the services provided by Company, labor dispute, civil insurrection, vandalism or other acts beyond Company's control. The Owner shall indemnify, defend and forever hold harmless Company, its partners, officers, directors, employees, agents or licensees and any entity with which Company may be merged or consolidated or which acquires all or substantially all of Company's assets or any corporation with which Company is affiliated by common ownership and control from and against any and all claims, judgements, costs and liabilities arising out of the Owner's use of and distribution of cable television programming delivered by Company to the Owner under this Agreement, including without limitation, (i) all acts done or performance by the Owner, it's agents, employees, licensees, or contractors in connection with the Service, distribution of the Service on the System, or this Agreement; (ii) all actual or alleged breaches by the Owner of any provision of this Agreement; (iii) any misrepresentation made by the Owner herein; (iv) the content of the Service or (v) the alleged rights of all third parties, including, without limitation all claims or causes of action in slander, libel, privacy, defamation of character, obscenities, indecencies, copyright, literary or dramatic rights or music performance rights, together with reasonable attorney's fees. 11. Promotion. Company shall have the right to advertise and promote its services on the Premises. Such promotion may include the distribution of advertising materials, posters, promotional pUblicity, live demonstrations and door-to-door sales. Owner shall provide to Company a list of names and addresses of residents of the Premises upon request. 3 I I 12. Miscellaneous. This Agreement shall supersede any prior agreement between the parties relating to provision of cable television service to the Premises. No failure on the part of any party to enforce any right under this Agreement shall be considered a waiver of that right. This Agreement shall be binding on the parties, and their heirs, successors and assigns. 4 I I OWNER CITY OF CLEARWATER, FLORIDA By: dif:. tW 1~ Name: Elqzabeth M. Deptula Title: City Manager Date: /:2/ 19 / 95" Approved as to Form and Le9Cil Sufficiency: Cd~~' ~'Carassas Assistant City Attorney Attest: Gaudeat". STATE OF FLORIDA ) ) ss. COUNTY OF PINELLAS) The foregoing instrument was acknowledged before me this 19 Y-Ju day of December, 1995, by Elizabeth Deptula as City Manager of City of Clearwater. Witness my hand and official seal. My commission expires: C~;;f. ~ .}~Vfl.PU~. ~",;S~LY,~}-;:~~!N~ Notary Publi~ ~) h G,I... ..;'-'/,,' .j... ',030"l0 ~~ i5 EX':'i:1ES MAY 22,1999 ~ ~ BONDED THRU Of f\) ATLANTIC BONDING CO.. INC. 5 I I COMPANY: TIME WARNERrENTERTAINMENT-ADVANCE/NEWHOUSE ~?(), ./ /;' By'. ,,--~ ,/ '/ ~. )'-~ ~/.-' / fz:. - "'- ~'''.~' . ./ Name: Robert' J. Barlow Title: Vice President - General Manager Date: ..---- STATE OF ~ /OXdnA- ) COUNTY OF PiAl:.- /Ii& ~ ss. :r~ The foregoing instrument was acknowledged before me this'> day of go~, 199~, by Robert J. Barlow, as Vice President/General Manager of Time Warner Entertainment-Advance/Newhouse. Wi tness my hand and o"lf.......i.~:"t;.17J~~'~~.i\T{~l '. 1"......0"\-_.'- .-~,..of~,,:,,'~ l .,,~ .,.J,,,. - ,"-"-_.,,,". . My conuni ssion expi res: LY}f~~~..,. MI c;;,~;!,) ":~'6~~/.-'-'~(] t -- --", "~~)~"i:{.r.~~ f'i23.r ~~1",.J N I - . I CABLE TELEVISION INSTALLATION AND SERVICE AGREEMENT This Agreement is made and entered into this n day of L') 2(2, 1995 by THE CITY OF CLEARWATER - CLEARWATER MARINA, a Florida nonprofi t corporation ("OWNER") and TIME WARNER ENTERTAINMENT-ADVANCE/NEWHOUSE a New York partnership ( "Company" ) . Recitals A. Owner owns The Clearwater Marina, located at 25 Causeway Boulevard, Clearwater, Florida 34630 (the "Premises"), which consists of 152 boat slips and the Marina bUilding. B. Company owns and operates a cable television system in Clearwater, Florida pursuant to a franchise with the City of Clearwater, Florida ("Franchise") , Aqreement In consideration of the mutual promises and conditions herein set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Owner and Company agree as follows: 1. Establishment of Cable Service. Company may, at its option, design, install, upgrade and maintain television or other related services to the Premises using coaxial cable and/or fiber optic line, amplifiers and other equipment currently on the Premises or to be added by Company (the "Equipment"). The Equipment shall at all times remain the property of Company, No person or entity, including but not limited to Owner, shall in any way attach to or use in part or in full, in any manner, any of the Equipment. Service and maintenance of the Equipment shall be provided by Company in accordance with the provisions of the Franchise. 2, Service riqhts. Company shall have the sole and exclusive right and license to operate a cable or other system for deli very to the Premises of television signals or other expanded cable television services. 3. Easements; Access. Owner hereby grants to Company an irrevocable easement in gross with respect to the Premises as necessary for cable routing and Equipment installation, servicing and maintenance. Owner shall permit Company employees to enter all parts of the Premises over which it has control for the purpose of marketing and selling service, auditing service, or installing, maintaining, repairing, replacing or removing the Equipment. Owner shall provide an employee of authorized person under control of Owner to accompany Company employees or contractors into any unoccupied dwelling units, and shall further take all steps necessary to assure Company's access to any part of the Premises I I I over which it does not have control for the same purposes. Company will locate the center easement for the cable, and Owner will have the easement surveyed and prepared. 4. Damaqe to Premises or Equipment. Any damage to the Premises caused by Company or its agents or employees shall be repaired by Company to the reasonable satisfaction of Owner. Company shall hold harmless and indemnify Owner from and against any and all damage or claims for damage arising from Company's construction and maintenance of the cable system, except loss or damage arising from any intentional or negligent act or omission of Owner or its agents or employees. Any damage to the Equipment caused by Owner or its agents or employees shall be repaired by Company, and Owner shall reimburse Company for its time and materials in effecting such repairs. Owner shall hold harmless and indemnify Company from and against any and all damage or claims for damage arising from any intentional or negligent act or omission of Owner or its agents or employees. 5. Term; Termination; Successor. This Agreement shall commence on the date hereof and shall continue for the term of ten years and shall be automatically renewed for additional five year terms thereafter, unless earlier terminated as provided in this Agreement, or Owner or Company gives written notice to the other party of its intention not to renew at least 90 days prior to expiration of the initial or renewal term. Company may terminate this Agreement upon Owner's failure to pay any sums due under this Agreement, Owner's failure to comply with any of the terms of this Agreement upon 30 days' notice, or Company's determination that technical or economic factors make it impractical to provide service to the Premises. If Owner shall sell, transfer, or encumber the Premises, such sale or encumbrance shall be made subject to continuation of this Agreement. 6. Removal of Equipment. Upon termination of this Agreement for any reason, Company shall have the right, at its option, to remove any or all of the Equipment or deactivate any or all of the Equipment in any practical manner. Owner shall grant Company reasonable access to the Premises for such removal, Any removal shall be accomplished so as not to damage or deface the Premises. If Company chooses not to remove the EqUipment, Company shall continue to own the Equipment in place and, in addition to any other remedies it may have, Company may obtain an injunction against unauthorized use of the EqUipment by Owner or any other person or entity, 7, Service Limitations. Company assumes no responsibility for and shall not be liable for any interruption of service to the Premises arising from acts of God, action of any governmental agency regulating the services provided by Company, labor dispute, civil insurrection, vandalism or other acts beyond Company's control, 8. Promotion. Company shall have the right to advertise and promote its services on the Premises. Such promotion may include the distribution of advertising materials, posters, promotional publicity, live demonstrations and door-to-door sales. Owner shall provide to Company a list of names and addresses 2 I I of residents of the Premises upon request. 9. Miscellaneous. This Agreement shall supersede any prior agreement between the parties relating to provision of cable television service to the Premises. No failure on the part of any party to enforce any right under this Agreement shall be considered a waiver of that right, This Agreement shall be binding on the parties, and their heirs, successors and assigns. J~J' . ",/.-[. . '/1 l ' !-?/ . 01 /'i/(kvV /1/ S--J/ /J/~i./tA---et ,/ 4//l/U'1LC~ / / f.;f't q j ~" . c/ ',- ,...... ;; viR.uJ /fldJ'. fi.~, ~.4' -All V ,/A - U" // " I;; f(t ul~/ , Ji-1J /~_.f'- ../ff.4{.p4-L w;l tz---u 0 LA_4", 3 It . ,r I I OWNER CITY OF CLEARWATER By: f.:: M Lja--- El zabeth M. Deptula ~1n~ /;1.,'1/9/'15 Name: Title: Date: Approved as to Form and Legal Sufficiency: ~~, John Carassas Assistant City Attorney Attest: STATE OF FLORIDA ) ) ss. COUNTY OF PINELLAS) The foregoing instrument was acknowledged before me this /r~ day of December, 1995, be Elizabeth Deptula as City Manager of City of Clearwater. Witness my hand and official seal. My commission expires: C~of. ~ ~ fitJ. CAROLYN L. BRINK .:I' ~ ~.II:;:SION /I CC 463040 EXPH'lES MAY 22.1999 ~ 8Oto'OEl) TI1RU t,,~ AlUNTlC BONDING CO..IHC. Notary Public 4 J I C I T Y 0 F C LEA R W ATE R INTERDEPARTMENTAL CORRESPONDENCE TO: Cyndie Goudeau, City Clerk /, , 1'LJr--- William C. Held, Jr., HarbormasterL^J~ Kathy S. Rice, Deputy City Manager John Carassas, Assistant City Manager Jeff Harper, Information Management Director FROM: COPIES: SUBJECT: Time Warner Cable Television Agreements for Clearwater Marina DATE: January 5, 1996 Attached are the fully executed Cable Television Installation and Service and Cable Television Bulk Servic~ Agreements for Clearwater Marina. Please call me if you have any questions. RECEIVED JAN 0 8 1996 C'TY CLERK DEPT.