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CATV - CABLE TELEVISION (10) (:) '",;1;1'" 1 I €j).". \.lI:"._,,,,.:t '""I ORDINANCE NO. 6108-96 AN ORDINANCE GRANTING TO TIME WARNER ENTERTAINMENT - ADVANCE/NEWHOUSE PARTNERSHIP THE PERMISSION TO OCCUpy MUNICIPAL STREETS AND RIGHTS- OF-WAY IN THE CITY OF CLEARWATER, FLORIDA, AS A MEANS OF PROVIDING CABLE TELEVISION SERVICES; PRESCRIBING THE TERMS AND CONDITIONS ACCOMPANYING THE GRANT OF FRANCHISE; AND PRESCRIBING PENALTIES FOR THE VIOLATION OF ITS PROVISIONS; PROVIDING FOR SEVERABILITY OF PROVISIONS; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF CLEARWATER,FLORIDA: Section 1 -- Findings Pursuant to the procedures in the Cable Act (as defined in Section 3), the Grantor (as defined in Section 3) has determined to renew the existing cable television franchise originally granted to Vision Cable of pinellas, Inc. and subsequently transferred to Time Warner Entertainment - Advance/Newhouse Partnership (the "Grantee") (Ordinance No. 2084) on the terms and conditions set forth in this Ordinance, and the Grantee agrees to such terms and conditions. Section 2 -- Short Title This Ordinance shall be known and may be cited as the "Time Warner Entertainment-Advance/Newhouse Partnership Cable Television Franchise." Section 3 -- Definitions phrases, herein. present include include and not For purposes of this Ordinance, the following terms, words, and their derivations shall have the meaning given When not inconsistent with the context, words in the tense include the future, words in the plural number the singular number and words in the singular number the plural number. The word "shall" is always mandatory merely directory. "Abandonment" means: (i) the cessation, by act or failure to act of the Grantee of the provision of all, or substantially all, of the Services then being provided over the System to Subscribers or the Grantor for twenty-four (24) or more consecutive hours, except if due to an event beyond the control of the Grantee; (:;:\ ~ ~ I 1 w ~ or (ii) the completion of any action described in Section 14 of this Ordinance without the prior written consent of the Grantor. IIAffiliated Personll means each Person who falls into one or more of the following categories: (i) each Person having, directly or indirectly, a Controlling Interest in the Grantee; (ii) each Person in which the Grantee has, directly or indirectly, a Controlling Interest; (iii) each officer, director, general partner, limited partner holding an interest of twenty-five percent (25%) or more, joint venturer or joint venture partner, of the Grantee; and (iv) each Person, directly or indirectly, controlling, controlled by, or under common Control with, the Grantee; provided that IIAffiliated Person II shall in no event mean the Grantor, the entity, if any, administering some or all of the Access Channels, any limited partner holding an interest of less than twenty-five percent (25%) of the Grantee, or any creditor of the Grantee solely by virtue of its status as a creditor and which is not otherwise an Affiliated Person by reason of owning a Controlling Interest in, being owned by, or being under common ownership, common management, or common Control with, the Grantee. IIBasic Service II means that level of Cable Services distributed over the Subscriber Network, which, at a minimum, shall include: (i) all Signals carried on the System in fulfillment of the requirements of Sections 614 and 615 of the Cable Act (47 U.S.C. ~~ 534 and 535, respectively); (ii) any Access Channel programming required by this Ordinance to be provided to Subscribers; (iii) any Signal of any broadcast station provided by the Grantee to any Subscriber, except a Signal which is secondarily transmitted by a satellite carrier beyond the local service area of such station; and (iv) any other Cable Services offered as basic service. IICable Actll means the Cable Communications Policy Act of 1984, 47 U.S.C. ~~ 521-611 (1991) and any amendments thereto and the Cable Television Consumer Protection and Competition Act of 1992, Pub. L. No. 102-385, 106 Stat. 1460 (1992), codified at 47 U.S.C. ~~ 151-611 (1993) and any amendments thereto, both of which, among other things, are amendments to the Communications Act of 1934, 47 U.S.C. ~~ 151-611 (1991). IICommunications Systemll means any facility, consisting of a set of closed transmission paths and associated signal generation, reception and control equipment, a function of which is to provide Cable Services by receiving through any means, including, without limitation, coaxial cable, optical fiber, antenna, or satellite or microwave transmission, and distributing video, audio, voice, or data Signals, whether originating within the Franchise Area or elsewhere. The foregoing definition of IICommunications System" shall not be deemed to circumscribe the valid authority of any governmental body, including the Grantor, to < 2 > (()/Og - qr; ('.. v I I ~.".. ~~ regulate the activities of any other communications system or provider of communications services. "Cable Service" means: (i) the one-way transmission to Subscribers of video programming or other programming service and (ii) Subscriber interaction, if any, which is required for the selection or use of such video programming or other programming service. "Channel" means a band of frequencies in the electromagnetic spectrum, or any other means of transmission (including, without limitation, optical fibers or any other means now available or that may become available), which is capable of carrying a video Signal, an audio Signal, a voice Signal, or a data Signal. "Control" or "Controlling Interest" means actual working control in whatever manner exercised, including, without limitation, working control through ownership, management, debt instruments, or negative control, as the case may be, of the System, the Franchise or the Grantee. "Economically and Technically Feasible and Viable" means capable of being provided: (a) through technology which is readily available with reasonable delivery schedules from two (2) or more sources of supply and has been demonstrated in actual operating conditions (not simply through tests or experiments) to operate in a workable manner; and (b) in a manner which has a reasonable likelihood of generating a reasonable return on the Grantee's investment when measured over the remaining term of the Franchise. "FCC" means the Federal Communications Commission, its designee, or any successor thereto. "Franchise Area" means the area consisting of the corporate limits of the City of Clearwater, as its borders may be changed from time to time. "Grantee" means Time Warner Entertainment - Advance/Newhouse Partnership, a partnership duly organized and validly existing under the laws of the State of New York, whose principal, place of business is located at 300 First Stamford Place, Stamford, Connecticut 06902. "Grantor" means the City of Clearwater, Florida, or, as appropriate in the case of specific provisions of this Ordinance, any board, bureau, authority, agency, commission, department of, or any other entity of or acting on behalf of, the City of Clearwater, Florida, or any officer, official, employee, or agent thereof, any designee of any of the foregoing, or any successor thereto. < 3 > (P/o<g- q(; o ~ I I ,~ ~ "Gross Revenue" means all revenue, as determined in accordance with generally accepted accounting principles, including advertising revenue, which is received, directly or indirectly, by the Grantee, by any Affiliated Person, and any other Person from or in connection with the distribution of any Service on the System or the provision of any service related activity in connection with the System. Gross Revenue shall not include the revenue of any Affiliated Person or other Person, including, without limitation, a supplier of programming of the Grantee, to the extent that said Revenue is also included in Gross Revenue of the Grantee. "Pay service" means any Cable Service offered on a per Channel or per program basis. "Person" means any natural person or any association, firm, partnership, joint venture, corporation, or other legally recognized entity, whether for-profit or not-for-profit, but shall not mean the Grantor. "Responsible Franchising Official" means the body, organization or official to whom the applicable rights or obligations have been delegated by the Grantor pursuant to applicable law. "Rights-of-Way" means all of the public streets, alleys, highways, waterways, bridges, easements, sidewalks and parks of the City of Clearwater, as they now exist or may be hereafter constructed, opened, laid out or extended within the present limits of the City, or in such territory as may hereafter be added to, consolidated or annexed to the City. "Service" means any Cable Service, including any Basic Service, or any other service, including the provision of any equipment and any installation of equipment or facilities and monthly use thereof, whether originated by the Grantee or any other Person, which is offered to any Person in conjunction with, or distributed over, the System. "Signal" means any transmission of radio frequency energy or of optical information. "State-of-the-Art" or "State of the Art," as applicable, means that level of technical or service performance, capacity and capability (including, but not limited to, plant or other equipment; construction techniques; customer service; facilities, equipment, systems and operations; and performance standards) which has been developed and demonstrated in the cable industry to be workable and Economically and Technically Feasible and Viable from time to time throughout the term of the Franchise. < 4 > !.I/Jq-ot. r-\ \7;::--;J ) I ~:, ~.} "-..v' "Subscriber" means any Person lawfully receiving any Service provided by the Grantee by means of or in connect ion wi th the System, whether or not a fee is paid for such Service. "Subscriber Network" means that portion of the System over which Services are provided primarily to residential Subscribers. "System" means the Communications System which is to be constructed, operated, maintained and upgraded, as necessary, by the Grantee pursuant to this Ordinance, including, without limitation, all real property, all tangible and intangible personal property, buildings, offices, furniture, Subscriber lists, cables, amplifiers and all other electronic devices used in connection therewith and all. rights, contracts and understandings with regard to any matter related thereto. Section 4 -- Grant of Authority (A) There is hereby granted by Grantor, to Grantee, the rights and privilege to construct, erect, operate, own and maintain, in, upon, along, across, above, over and under Rights-of- Way now laid out or dedicated, and all extensions thereof, and additions thereto in the Grantor, poles, wires, cables, underground conduits, manholes and other communication fixtures and utility structures necessary or proper for the maintenance and operation of the System in accordance with the provisions of this Ordinance. This Franchise is awarded subject to all applicable provisions of general or special laws of Florida and the federal laws and regulations. (B) This Franchise is for use by Grantee of Grantor's Rights-of-Way to provide Cable Services only and only within the Franchise Area. (C) The Franchise is nonexclusive. Nothing in this Ordinance shall affect the right of the Grantor to grant to any Person, or to itself, a franchise, consent, or right to occupy and use the Rights-of-Way, or any part thereof, for the construction, operation, or maintenance of all or any part of a Communications System within the Franchise Area or for any other purpose. (D) This Section 4(0) shall be applicable if the Grantor exercises its right to grant to any third party one or more franchises for the construction, operation or maintenance of a cable system pursuant to the Cable Act, and shall be implemented consistent with Section 166.046 of the Florida Statutes (Municipalities Definitions; minimum standards for cable television franchises imposed upon counties and municipalities) . < 5 > tl()<l-- qfo ,r--. , ~". -"d." ~ J I c-),. \~.:- .~."" If the Grantor exercises its right to grant to any third party one or more franchises (hereinafter "Additional Cable Franchise Ordinance") for the construction, operation or maintenance of a cable system pursuant to the Cable Act and the Grantee believes the Additional Cable Franchise Ordinance pursuant to which such Additional Cable Franchise Ordinance is granted bestows benefits and imposes burdens on the franchisee which, taken asa whole, are materially more advantageous to such third party than the benefits bestowed and burdens imposed on the Grantee by this Ordinance, taken as a whole, are to the Grantee, then the Grantee may request that the Grantor make a determination to such effect and, in the event of such a determination, renegotiate the terms and conditions of this Ordinance as provided below. The Grantee may only request such a determination if the Grantee is in substantial compliance with the material provisions of this Ordinance. In the event of such a request, the Grantor shall determine, under its standard procedures, whether the Additional Cable Franchise Ordinance bestows benefits and imposes burdens on the third party which, taken as a whole, are materially more advantageous to the third party than the benef i ts and burdens imposed by this Ordinance, taken as a whole, are to the Grantee. In making a determination under this subsection, the Grantor may consider factors such as, but not limited to: (i) the term of each franchise; (ii) the franchise fee to be paid by each franchisee, including the Grantee; (iii) differences in construction, operational and maintenance costs; (iv) differences in required system characteristics, including state-of-the-art requirements; (v) differences in service obligations, including public, educational and governmental access and institutional service requirements; (vi) differences in permitted company fees and charges; and (vii) such other factors and considerations as it considers to be relevant to an inquiry into the overall economic comparability of the agreements. If the Grantor determines that the Additional Cable Franchise Ordinance bestows benefits and imposes burdens on the third party, which, taken as a whole, are materially more advantageous to the third party than the benefits bestowed and burdens imposed by this Ordinance, taken as a whole, are to the Grantee, then upon the Grantee's request, the Grantor and the Grantee shall enter into good faith negotiations to seek to modify this Ordinance to bestow benefits and impose burdens which, taken as a whole, create overall economic comparability between this Ordinance and the Additional Cable Franchise Ordinance. (E) Nothing in this Ordinance shall be construed to prohibit the Grantor from (i) operating as a multichannel video programming distributor in the Franchise Area, notwithstanding the < 6 > t,/()9 - Qt " C,'-) ,,~ I I '.I:.. i/,~' granting of one or more franchises by the Grantor or (ii) requ1r1ng the Grantor to secure a franchise to operate as a multichannel video programming distributor. (F) Nothing in this Ordinance shall (i) abrogate the right of the Grantor to perform any public works or public improvements of any description, (ii) be construed as a waiver of any codes or ordinances of the Grantor or of the Grantor's right to require the Grantee or any Person utilizing the System to secure the appropriate permits or authorizations for such use, or (iii) be construed as a waiver or release of the rights of the Grantor in and to the Rights-of-Way. In the event that all or part of the Rights-of-Way within the Franchise Area are eliminated, discontinued and closed, the Franchise shall cease with respect to such Rights-of-Way upon the effective date of the final action of the Grantor with respect thereto. (G) Nothing in this Ordinance authorizes the Grantee to provide noncable services. The Grantee shall if required by applicable law petition the Grantor for the authority to provide noncable services, and the Grantor may grant such authority on terms and conditions that the Grantor reasonably determines are appropriate in the circumstances. Section 5 -- Ter.m of Franchise (A) The Franchise and rights herein granted shall take effect and be in force from and after the final passage hereof, as required by law and upon the filing of an acceptance by Grantee of all the terms thereof with the Grantor and shall, unless sooner terminated pursuant to this Ordinance or applicable law, continue in force and effect for a term of fifteen (IS) years after the effective date of this Franchise. (B) Subject to Section 626 of the Cable Act (47 U.S.C. ~ 546), the Grantor reserves the right to grant or deny renewal of the Franchise. Section 6 -- Compensation and Other Payments (A) As compensation for the Franchise, the Grantee shall pay, or cause to be paid, to the Grantor the amounts set forth in this Section 6{A)-- (I) The Grantee shall pay to the Grantor franchise fees of Five Percent (5%) or the maximum amount permitted by the Cable Act, if hereafter adopted by resolution of the Grantor. < 7 > !1I/()(1~ Qt \:'~.:Y (2)) All such payments of francLise ~s shall be made on a quarterly basis and shall be remitted simultaneously with the submission of the Grantee's quarterly report required pursuant to Section 6(A) (3). (3) The Grantee shall submit to the Grantor a report, in such form and containing such detail as the Grantor shall reasonably require, not later than thirty (30) days after the last day of each quarter throughout the term of this Ordinance setting forth the Gross Revenue for the preceding quarter. (4) No acceptance of any franchise fee payment by the Grantor shall be construed as an accord and satisfaction that the amount paid is in fact the correct amount or a release of any claim that the Grantor may have for further or additional sums payable under this Ordinance, and all amounts paid shall be subject to audit and recomputation by the Grantor. If, as a result of such audit or any other review, the Grantor determines that the Grantee has underpaid its fees in any twelve (12) month period by ten percent (10%) or more, then, in addition to making full payment of the relevant obligation, the Grantee shall reimburse the Grantor for all of the reasonable costs associated with the audit or review, including all reasonable out-of-pocket costs for attorneys, accountants, and other consultants. (5) If the Grantee collects from Subscribers any amounts to be paid to any Person for the provision of Services on the System that do not fall within the definition of Gross Revenue, the Grantee shall deduct the same percentage from such amounts as the then-applicable franchise fee percentage pursuant to Section 6 (A) (1) and include such deducted amounts in its payment to the Grantor pursuant to this Section 6(A) and include such payments in its report pursuant to Section 6(A) (3). (6) The Grantee shall ensure, through contract Or other arrangement, that any Person other than the Grantee who collects from Subscribers amounts that would constitute Gross Revenue if received directly by the Grantee (e.g., from a Person who leases a channel pursuant to Section 612 of the Cable Act but not to include revenues from the sale of merchandise) is required to remit to the Grantor quarterly a percentage of such amounts collected which is equal to the then-applicable franchise fee. Such contract or arrangement must also require the Person to submit a quarterly report which meets the requirements of Section 6(A) (3) and must entitle the Grantor to enforce the fee and reporting requirements directly against the Person. < 8 > (1JIO(j~q0 L-.. .:1 ,-:~i I I @" - ''',~, ..~- fi (B) The parties agree that the compensation and other payments to be made pursuant to this Section 6 and any other provision of this Ordinance are not a tax and are not in the nature of a tax and are in addition to any and all taxes of general applicability or other fees or charges (including any fees or charges which may be imposed on the Grantee for the use of poles, conduits or similar facilities that may be owned or controlled by the Grantor) which the Grantee or any Affiliated Person shall be required to pay to the Grantor. (C) If any payment required by this Ordinance is not actually received by the Grantor on or before the applicable date fixed in this Ordinance or by the Grantor, the Grantee shall pay interest thereon, from the due date to the date paid at a rate of one percent (1%) per month, compounded monthly, for the period of delinquency. (D) In the event the Grantee continues to operate all or any part of the System after the term of the Franchise, then the Grantee shall continue to comply with all applicable provisions of this Ordinance, including, without limitation, all compensation and other payment provisions of this Ordinance, throughout the period of such continued operation, provided that any such continued operation shall in no way be construed as a renewal or other extension of the Franchise. (E) The Grantee has paid or arranged to pay, in a manner satisfactory to the Grantor, a grant in the amount of Fifty Thousand Dollars ($50,000.00) that can be used for any lawful purpose. Section 7 -- The System (A) The Grantee shall construct, operate, maintain, and upgrade the System as provided in this Ordinance. (B) The Grantee shall rebuild the System on the schedule and as otherwise provided in Appendix A. Upon completion of the rebuild, the System shall be capable of providing Seventy-nine (79) activated downstream video Channels, and a minimum upstream capacity of 350 MHz, an emergency override mechanism, and the other characteristics set forth on Appendix A. (C) The Grantee shall construct, operate, maintain and upgrade the System such that it is capable of transmitting and receiving signals to and from any other Communications System in the City of Clearwater. (D) Appendix B The Grantee shall comply with the terms set forth in in connection with all work involved in the < 9 > !a/OR - qr;, ,.1 I I (~'\ .....'-:'J ~...~- ..' construction, operation, maintenance, repair, upgrade, and removal of the System, in addition to any other requirements or procedures reasonably specified by the Grantor. All work involved in the construction, operation, maintenance, repair, upgrade, and removal of the System shall be performed in a safe, thorough and reliable manner using materials of good and durable quality. If, at any time, it is determined by the Grantor or any other agency or authority of competent jurisdiction that any part of the System, including, without limitation, any means used to distribute Signals over or within the System, is harmful to the health or safety of any Person, then the grantee shall, at its own cost and expense, promptly correct all such conditions. (E) Neither the Grantor nor its officers, employees, agents, attorneys, consultants or independent contractors shall have any liability to the grantee or any Affiliated Person for any liability unless such liability arises because of the willful misconduct or gross negligence of the Grantor or its officers, as a result of or in connection with the protection, breaking through, movement, removal, alteration, or relocation of any part of the System by or on behalf of the grantee or the Grantor in connection with any emergency, public work, public improvement, alteration of any municipal structure, any change in the grade or line of any Street, or the elimination, discontinuation, and closing of any Street, as provided in this Ordinance. (F) Performance Bond-- (1) To ensure that the operation of the System continues in an orderly and uninterrupted manner in the event of a default by the Grantee, and for the other purposes specified in Section 7(F) (3) hereof, the Grantee shall arrange for, and shall maintain throughout the term of this Ordinance, a performance bond solely for the protection of the Grantor, with a corporate surety and trust company acceptable to the Director, as provided in this Section. (2) The performance bond shall be in a face amount of not less than Fifty Thousand Dollars ($50,000.00). (3) The performance bond shall indemnify the Grantor, up to the full face amount of the bond, for: (i) the cost to continue any upgrade of the System in the Franchise Area and to maintain operation of the System following a termination of this Ordinance up to the date upon which the face amount of the bond, plus all net revenue actually received through the continued operation of the System during said period, have been exhausted; (ii) any loss or damage to any municipal structure during the course of any construction or operation of the System; (iii) any other costs, or loss or damage actually incurred by the Grantor as a result of the Grantee's failure to perform its obligations < 10 > (PIO~ -- Clt:J "" I I I t. . pursuant to this Ordinance; and (iv) the removal of all or any part of the System from the Rights-of-Way; (v) the payment of compensation set forth in this Ordinance; (vi) the payment of premiums for the liability insurance required pursuant to this Ordinance; (vii) the removal of the System from the property of the Grantor at the termination of this Ordinance, at the election of the Grantor, pursuant to this Ordinance; (viii) the payment to the Grantor of any amounts for which the Grantee is liable pursuant to Section 16 which are not paid by the Grantee's insurance; (ix) the payment of any other amounts which become due to the Grantor pursuant to this Ordinance or law; and (x) any costs, losses or damages incurred by the Grantor as a result of a default of the Grantee's obligations under this Ordinance. (4) The performance bond shall be in a form approved by the City Attorney. Such approval shall not be unreasonably withheld. Such bond shall provide that it may not be cancelled without the consent of the Grantor. The Grantor will be given sixty (60) days written notice by registered mail, return receipt requested of intent to cancel or not renew this bond. (5) The faithful performance by and the liability of the Grantee pursuant to this Ordinance shall not be limited by the acceptance of the bond required by this Section 7(F) . (6) Throughout the term of this Ordinance, or for as long as the Grantee operates the System, whichever period is longer, and for at least ninety (90) days thereafter, the Grantee shall maintain the performance bond in the amount specified in this Section 7(F) (2). Within fifteen (15) business days after receipt of notice from the Grantor that any amount has been withdrawn from the performance bond, as provided in this Section, the Grantee shall restore the performance bond to the amount required pursuant to Section 7 (F) (2), provided that said restoration obligation shall be suspended during the period of any judicial challenge by the Grantee to the propriety of said withdrawal from the performance bond. If a court determines that said withdrawal by the Grantor was improper, the Grantor shall restore the improperly withdrawn amount to the performance bond. (7) The Grantor shall have the right to withdraw amounts from the performance bond to cure any breaches of obligations for which the performance bond acts as security, provided, however, that the Grantor shall not make any withdrawals by reason of any breach for which the Grantee has not been given written notice and an opportunity to cure pursuant to Section 15 of this Ordinance, including notice that the Grantor may make a withdrawal from the performance bond. The withdrawal of amounts from the performance bond shall constitute a credit against the amount of the applicable liability of the Grantee to the Grantor but only to the extent of said withdrawal. < 11 > ~/Oq-- q6 Q tt:;jJ I I a ~ Section 8 -- Service Obligations (A) The Grantee shall make all Cable Services distributed over the System available to all Persons within the Franchise Area who request service, including, without limitation, Marina Harbor and Harbor View Center. Extension to new subdivisions or developments within the Franchise Area shall be commenced within thirty (30) days after a request for service and service shall be activated within ninety (90) days, unless the Grantor consents to some other time period. (B) Throughout the term of the Franchise, the Grantee shall endeavor to offer to all Subscribers a diversity of video programming services. (C) The Grantee shall not discriminate or permit discrimination between or among any Persons in the availability of Services. It shall be the right of all Persons to receive continuously all available Services insofar as their financial and other obligations to the Grantee are satisfied. (D) The Grantee shall provide one outlet and free expanded basic service to the governmental and institutional facilities located in the Franchise Area that currently receive service, and shall provide such service to any additional governmental and institutional facilities that can be served by a standard one hundred fifty foot (150') drop, upon the City's request. Section 9 -- Public Services (A) In accordance with Section 611 of the Cable Act (47 U.S.C. ~ 531), the Grantee agrees to provide Channel capacity to be designated for public, educational or governmental ("PEG") use and related equipment and facilities, services and/or financial support for the development and use of PEG access as provided in Appendix C. (B) The Grantee shall continue to provide the PEG Channels and related services and related equipment and facilities that it is providing on the Effective Date, as provided in Appendix C. (C) The Grantee shall also provide capital grants for the acquisition, lease or other provision or use of PEG access facilities and equipment, as provided in Appendix C. Section 10 -- Institutional Network < 12 > ~/O<l-- qr; ~ I I ~.".., 'ill (A) The Grantee's obligations with respect to the Institutional Network shall be in accordance with Appendix D. (B) The Institutional Network shall be interconnected by the Grantee to the Subscriber Network at the headend or hubs of the System and such other Cable Communications Systems as required by the Grantor. Section 11 -- Fees and Charges (A) General requirements-- (1) The Grantee shall comply at all times with the provisions of the Cable Act and FCC rules and regulations applicable to rates and charges for any Service and the associated terms and conditions for the provision of any Service. (2) During the term of this Ordinance, the Grantee shall maintain with the Grantor a complete listing of fees, charges, deposits and associated terms and conditions for all Services. (3) The Grantor reserves the right to regulate the rates, fees, charges, deposits and associated terms and conditions for any Service provided pursuant to this Ordinance to the fullest extent permitted by applicable law. (B) In addition to the requirements set forth in Section 7.1 of Appendix E to this Ordinance, not less than thirty (30) days prior to the effective date of any change in any fee, charge, deposit, term or condition (or such shorter period as may upon a showing of good cause be approved by the Responsible Franchising Official), the Grantee shall (i) submit a revised listing of fees, charges, deposits and associated terms and conditions to the Responsible Franchising Official and (ii) provide written notice of the proposed change to each affected Subscriber. (C) The Grantee shall not discriminate or permit discrimination between or among any Persons in the rates, terms and condi tions for any Service, except as set forth below. The foregoing requirements shall not prevent the use of: (i) different charges for residential Subscribers than for nonresidential Subscribers, except with respect to Basic Service; (ii) short-term sales promotions and other short-term discounts or reduced charges; < 13 > ~!O~ -- 96 A..,_ ~ I I 6!;}. v (iii) reasonable discounts or reduced charges to senior citizens or other economically disadvantaged groups; or (iv) bulk rate arrangements. Section 12 -- CUstomer Service; Subscriber Bills; and Privacy Protection (A) The Grantee agrees to comply in all respects with the requirements of the customer service standards set forth in Appendix E to this Ordinance. The Grantee shall also comply with all rules and regulations established by the FCC pursuant to Section 632 of the Cable Act (47 U.S.C. ~ 552). (B) The Grantee shall comply at all times with the provisions of the Cable Act and FCC rules and regulations applicable to Subscriber bills, including, but not limited to, the format and itemization thereof and shall use all reasonable efforts to ensure Subscriber bills are not misleading. (C) The Grantee shall comply at all times with the Subscriber privacy provisions of the Cable Act or other applicable law. The Grantee shall cooperate with the Grantor so as to ensure the Grantor's ability to enforce the terms and conditions of this Ordinance by providing, upon the request of the Responsible Franchising Official, such Subscriber information as may be reasonably requested by the Responsible Franchising Official. (D) The Grantee shall comply at all times with FCC rules and regulations applicable to Subscriber equipment and equipment compatibility. Section 13 -- Oversight and Regulation (A) The Grantor shall have the right to oversee, regulate, and periodically inspect the construction, operation, maintenance and upgrade of the System, and all parts thereof, in accordance with the provisions of this Ordinance and applicable law, including the Grantor's police power. (B) When reasonably necessary to the administration or enforcement of the Ordinance, and at the request of the Grantor, the Grantee shall promptly submit to the Grantor such information as the Grantor may request regarding the Grantee, its financial statements or other financial information, its compliance with any term or condition of this Ordinance, with respect to the System or its operation, any Service distributed over the System, or any activity or function associated with the production or distribution of any Service over the System. < 14 > {p!O</- q(p G I I . (C) Throughout the term of the Agreement, the Grantee shall maintain in the Franchise Area, or make available in the Franchise Area within fifteen (15) business days, complete and accurate books of account and records regarding the Grantee's ownership and operation of the System and the provision of Services over the System, including without limitation, books of account and records adequate to enable the Grantee to demonstrate that it is, and throughout the term of this Ordinance has been, in compliance with this Ordinance. All such documents pertaining to financial matters which may be the subject of an audit by the Grantor shall be retained by the Grantee for a minimum of five (5) years following termination of this Ordinance. (0) The Grantor's rights of inspection and audit shall include-- (1) Upon notice to the Grantee, the Grantor or its designated representatives, shall have the right to examine, when reasonably necessary to the administration or enforcement of the Ordinance in the Franchise Area, all books and records pertaining to the Grantee's or any Affiliated Person's ownership or operation of the System or to the Grantee's or Affiliated Person's provision of Services over the System. Further, during normal business hours and upon notice to the Grantee, the Grantor or its designated representatives may inspect and examine any other aspect of the System, including facilities and equipment thereof. (2) Access by the Grantor to any of the documents, records or other information covered by this Section 13(0) shall not be denied by the Grantee on grounds that such documents, records or information are alleged by the Grantee to contain proprietary information, provided that this requirement shall not be deemed to constitute a waiver of the Grantee's right to assert that the proprietary information contained in such documents, records or other information, should not be disclosed and to withhold such information upon the agreement of the Grantor. If the Responsible Franchising Official concurs with the Grantee's assertion regarding the proprietary nature of such information, the Grantor will not disclose such information to any Person, unless required by applicable law or order of governmental authority. If the Responsible Franchising Official does not concur with such assertion, then the Grantee may appeal such decision to the appropriate individuals or bodies within the Grantor in accordance with applicable laws and procedures. If the Grantor does not concur with the Grantee's assertion, or if the Grantee does not appeal, then the Grantee shall promptly provide such documents, including the alleged proprietary portion thereof, to the Grantor, provided that the Grantee shall not be required to provide the proprietary portion thereof during the pendency of any court challenge to such provision. < 15 > &/~-10 8\ \gP I I . (3) The Grantor may conduct a full compliance audit and hold public hearings at any time during the term of the Franchise, provided it gives the Grantee written notice ten (10) days in advance of the commencement of such audits and associated hearings. Section 14 -- Restrictions Against Assignments and Other Transfers (A) The Grantee may not transfer the Franchise or any of the Grantee's rights or obligations in or regarding the System or the Franchise without the prior written consent of the Grantor. Such consent shall not be unreasonably withheld. (B) No change in Control of the Grantee, the System or the Franchise shall occur after the Effective Date, by act of the Grantee or by act of any Person holding Control of the Grantee, the System or the Franchise, by operation of law, or otherwise, without the prior written consent of the Grantor, which consent shall not be unreasonably withheld. (C) Any request for approval shall be handled by the Grantor in accordance with its customary rules and procedures. In connection with any request for approval, the Franchisee shall submit to the Grantor such information as the Grantor may reasonably request. (D) Notwithstanding anything to the contrary, no such prior consent shall be required for any transfer or assignment to any Person controlling, controlled by or under the same common control as the Grantee (a "qualified Personll). For the purposes of this paragraph (D) the term II control II (including the terms IIcontrolling,1I IIcontrolled byll and lIunder common controlll) means the power or authority to direct or cause the direction of the management and policies of the Grantee. In order for the Grantee to avail itself of this paragraph (d) and implement a transfer or assignment to a qualified Person without the prior consent of the City the Grantee shall deliver to the City at the time of such a transfer or assignment a guarantee from Time Warner Entertainment Company, L.P. in the form attached hereto as Appendix E. Section 15 -- Specific Rights and Remedies (A) The Grantee agrees that the Grantor shall have the specific rights and remedies set forth in this Section 15. These rights and remedies are in addition to any and all other rights or remedies, now or hereafter available to the Grantor to enforce the provisions of this Ordinance, and will not be deemed waived by the exercise of any other right or remedy. The exercise of any such right or remedy by the Grantor shall not release the Grantee from < 16 > ~/ag- 96 G I I ~ ~ its obligations or any liability under this Ordinance, except as expressly provided for in this Ordinance or as necessary to avoid duplicative recovery from or payments by the Grantee. (B) Events of default-- (1) The Grantee agrees that an Event of Default shall include, but shall not be limited to, any of the following acts or failures to act by the Grantee: (a) Any substantial failure to comply with any material provision of this Ordinance that is not cured within thirty (30) days after notice pursuant to this Section 15; (b) The occurrence of any event which may reasonably lead to the foreclosure or other similar judicial or nonjudicial sale of all or any material part of the System; (c) The condemnation by a public authority other than the Grantor, or sale or dedication under threat or in lieu of condemnation, of all or any part of the System, the effect of which would materially frustrate or impede the ability of the Grantee to carry out its obligations, and the purposes of this Ordinance; (d) In the event that the Grantee shall suspend or discontinue its business, shall make an assignment for the benefit of creditors, shall fail to pay its debts generally as they become due, shall become insolvent (howsoever such insolvency may be evidenced), shall be adjudicated insolvent, shall petition or apply to any tribunal for, or consent to, the appointment of, or taking possession by, a receiver, custodian liquidator or trustee or similar official pursuant to state or local laws; (e) A persistent failure by the Grantee to comply with any of the provisions, terms or conditions of this Ordinance or with any rules, regulations, orders or other directives of the Grantor after having received notice of a failure to comply. (2) Upon the occurrence of an Event of Default, then, in accordance with the procedures provided in Section 15 (B) (3), the Grantor may, at any time during the term of this Ordinance: (a) Draw upon the Performance Bond, as permitted by this Ordinance; and/or < 17 > ~ I()? - tJ(o c) ~ I I @ (b) Require the Grantee to take such actions as the Grantor deems appropriate in the circumstances; and/or (c) Seek money damages from the Grantee as compensation for such Event of Default; and/or (d) Seek to obtain the court-appointed trustee or similar actions which the Grantor deems circumstances; and/or appointment of Person to take appropriate in a any the (e) Revoke the Franchise by termination of this Ordinance pursuant to this Section 15; and/or (f) Exercise any other remedies that may be available under applicable law. (3) Upon the occurrence of an event of default, the Grantor shall exercise the rights provided in Section 15(B) (2) in accordance with the procedures set forth below: (a) The Responsible Franchising Official shall notify the Grantee, in writing, of an alleged Event of Default, which notice shall specify the alleged Event of Default with reasonable particularity. The Grantee shall, within thirty (30) days after receipt of such notice or such longer period of time as the Responsible Franchising Official may specify in such notice, either cure such alleged Event of Default or, in a written response to the Responsible Franchising Official, either present facts and arguments in refutation or excuse of such alleged Event of Default or state that such alleged Event of Default will be cured and set forth the method and time schedule for accomplishing such cure. (b) The Responsible Franchising Official shall determine (A) whether an Event of Default has occurred; (B) whether such Event of Default is excusable; and (C) whether such Event of Default has been cured or will be cured by the Grantee. (c) If the Responsible Franchising Official determines that an Event of Default has occurred and that such Event of Default is not excusable and has not been or will not be cured by the Grantee in a manner and in accordance with a schedule reasonably satisfactory to the Responsible Franchising Official, then the Responsible Franchising Official shall prepare a written report which may recommend the action to be taken by the Grantor's governing body. The Grantor shall provide notice and a copy of such report to the Grantee. In the event that the < 18 > II?/()q ~ CJ0 ~ ~ I I ~' -. " ~:t~~ Grantor's governing body determines that such Event of Default has not occurred, or that such Event of Default ei ther has been or will be cured in a manner and in accordance with a schedule reasonably satisfactory to the Grantor's governing body, or that such Event of Default is excusable, such determination shall conclude the investigation. (d) If the Grantor's governing body determines that such Event of Default has occurred, and that such Event of Default has not been and will not be cured in a manner and in accordance with a schedule reasonably satisfactory to the Grantor's governing body, and that such Event of Default is not excusable, then the Grantor may take any of the actions provided in Section 15(B) (2) . (C) In the event of any termination of this Ordinance, whether by expiration (where the Grantee does not seek renewal or where renewal is denied), revocation or otherwise, the Grantor may: (i) direct the Grantee to operate the System on behalf of the Grantor pursuant to the provisions of this Ordinance and such additional terms and conditions as are equitable to the Grantor and the Grantee, for a period of up to twelve (12) months; or (ii) order the Grantee to cease all construction and operational activities in a prompt and workmanlike manner. (D) In addition to its rights under Section 15 (C), upon any termination, the Grantor may issue a removal order directing the Grantee to remove, at the Grantee's sole cost and expense, all or any portion of the System from all Rights-of-Way and other public or nonpublic property within the Franchise Area, subject to the following: (1) in removing the System, or any part thereof, the Grantee shall, at its own expense, refill and compact any excavation it makes, and shall leave the Rights-of-Way and other property, including utility cables, wires and attachments, in as good condition as that prevailing prior to the Grantee's removal of the System; (2) the liability insurance and indemnity provisions of this Ordinance shall remain in full force and effect during the period in which the System is being removed and the associated repairs to the Rights-of-Way and other property are being made; and (3) if in the reasonable judgment of the Grantor, the Grantee fails to substantially complete removal, including repair of the Rights-of-Way and other property within twelve (12) months of the Grantor's issuance of a removal order, the Grantor shall have the right to: (A) authorize < 19 > (;!&~- 96 ~ I I ~ removal of the System, at the Grantee's cost, by another Person; and (B) declare that all rights, title and interest to the System belong to the Grantor, including any portion of the System not designated for removal, without compensation to the Grantee. The Grantee shall execute and deliver such documents as the Grantor may request, to evidence such ownership by the Grantor. Notwi thstanding the foregoing, the Grantee may dispose of any portion of the System not designated by the Grantor for removal during such twelve (12) month period, provided, however, that if the Grantee fails to complete the removal of the portiones) of the System designated for removal by the Grantor within such period, then all such portiones) of the System not disposed of and all amounts collected for any portiones) of the System disposed of by the Grantee during such period shall belong to the Grantor, with no price due to the Grantee. (4) Upon any termination and as an alternative to ordering removal of the System, the Grantor may acquire or effect a transfer to a third party of all or any part of the System and all components thereof necessary to maintain and operate the System pursuant to the terms of this Ordinance. (5) The price to be paid to the Grantee upon an acquisition or transfer by the Grantor shall depend upon the nature of the termination as follows: (a) if the Franchise expires without the Grantee seeking renewal or if the renewal is denied, then the price shall be the fair market value of the System valued as a going concern with a deduction for the value allocable to the Franchise itself; and (b) if the termination is due to a revocation of the Franchise for cause, such as the occurrence of an Event of Default as provided in Section 15(B), the price shall be an equitable price, considering the injury to the Grantor and the residents of the City of Clearwater and with no value allocable to the Franchise itself. (E) In the event of any acquisition, transfer or Abandonment pursuant to Section 15(D), the Grantee shall: (1) cooperate with the Grantor or third party in maintaining continuity in the distribution of Services to Subscribers over the System; (2) promptly execute all appropriate documents to transfer to the Grantor or third party title to the System, all components necessary to operate and maintain the < 20 > ~/()~- CJ(; QI I I 4j System, and any rights, contracts, permits or understandings necessary to operate or maintain the System including those necessary to the distribution of Services over the System. All items transferred shall be transferred free of any liabilities, except for the interests in collateral of lending institutions which are secured creditors or mortgagees of the Grantee with respect to the transferred collateral at the time of transfer. With respect to such creditors, the Grantor shall only be obligated to repay any outstanding amounts to the extent of the net operating revenues received by the Grantor from its operation of the System; and (3) promptly supply the Grantor or third person with all records necessary to reflect the change in ownership and to operate and maintain the System. Section 16 -- Liability and Insurance (A) Prior to commencement of construction, but in no event later than sixty (60) days after the effective date of the Franchise and thereafter continuously throughout the duration of the Franchise and any extensions or renewals thereof, the Grantee shall furnish to the City, certificates of insurance, approved by the City, for all types of insurance required under this Section. Failure to furnish said certificates of insurance in a timely manner shall constitute a violation of this Ordinance. (B) Neither the provisions of this Section or any damages recovered by the City hereunder, shall be construed to or limit the liability of the Grantee under any Franchise issued hereunder or for damages. (C) All insurance policies maintained pursuant to this Ordinance or the Franchise shall contain the following, or a comparable, endorsement: It is hereby understood and agreed that this insurance policy may not be canceled by the insurance company nor the intention not to renew be stated by the insurance company until thirty (30) days after receipt by the City Manager, by certified mail, of a written notice of such intention to cancel or not to renew. (D) The franchise agreement and all contractual liability insurance policies maintained pursuant to this Ordinance or the franchise shall include the following provisions: < 21 > ~/(J~ -9(; () I I ~ -y The Franchisee/Grantee/Insured agrees to indemnify, save harmless and defend the City of Clearwater, its officials, agents, servants, and employees, and each of them against and hold it and them harmless from any and all lawsuits, claims, demands, liabilities, losses and expenses, including court costs and reasonable attorney's fees for or on account of any injury to any person, or any death at any time resulting from such injury, or any damage to any property, which may arise or which may be alleged to have arisen, whether in whole or in part, out of or in connection with the actions or omissions of the grantee. (E) All insurance policies provided under the provisions of this Ordinance or the Franchise shall be written by companies authorized to do business in the State of Florida, and approved by the State Department of Insurance. (F) The City shall be named as an additional named insured on all general liability policies issued to the Grantee. (G) To offset the effects of inflation and to reflect changing liability limits, all of the coverage, limits, and amounts of the insurance provided for herein are subj ect to reasonable increase at the end of every three (3) year period of the Franchise, applicable to the next three year period, upon the determination of the City; provided at no time shall the grantee be required to provide insurance in amounts or coverage which exceed that commonly provided throughout the Tampa Bay area by cable operators. (H) General Liability Insurance. The Grantee shall maintain, and by it acceptance of any Franchise granted hereunder specifically agrees that it will maintain throughout the term of the Franchise, general liability insurance insuring the Grantee in the minimum of: (1) $500,000 for property damage per occurrence; (2) $500,000 for property damage aggregate; (3) $1,000,000 for personal bodily injury or death to anyone person; and (4) $3,000,000 bodily injury or death aggregate per single accident or occurrence. < 22 > ~!()<6 ~ qt; Q I I ~ ,\ it:r' (I) Such general liability must include coverage for all of the following: comprehensive form, premises-operations, explosion and collapse hazard, underground hazard, products/completed operations hazard, contractual insurance, broad form property damage, and personal injury. (J) Automobile Liability Insurance. The Grantee shall maintain, and by its acceptance of any Franchise granted hereunder specifically agrees that it will maintain throughout the term of the Franchise, automobile liability insurance for owned, non-owned, or rented vehicles in the minimum amount of: (1) $1,000,000 for bodily injury and consequent death per occurrence; (2) $1,000,000 for bodily injury and consequent death to anyone person. (3) $500,000 for property damage per occurrence. (K) Worker's Compensation and Employer's Liability Insurance. The Grantee shall maintain and by its acceptance of any Franchise granted hereunder specifically agrees that it will maintain throughout the term of the Franchise, Worker's Compensation and employer's liability, valid in the State, in the minimum amount of: (1) Statutory limit for Worker's Compensation. (2) $500,000 for employer's liability. Section 17 -- SUBSEQUENT ACTION (A) In the event that, after the Effective Date, any court, agency, commission, legislative body, or other authority of competent jurisdiction: (A) declares this Ordinance invalid, in whole or in part, or (B) requires the Grantee either to: (a) perform any act which is inconsistent with any provision of this Ordinance or (b) cease performing any act required by any. provision of this Ordinance, then the Grantee and the Grantor shall enter into good faith negotiations to amend this Ordinance, so as to enable the Grantee to perform obligations and provide Services for the benefit of the Grantor and others equivalent to those immediately prior to such declaration or requirement, to the maximum extent consistent with said declaration or requirement. In connection with such negotiations, the Grantor and the Grantee shall consider whether the circumstances existing at that time are such that the Grantee should continue to perform such obligations or their equivalent. < 23 > II' If) <(- _ af ~ 0 " I I (B) To the extent that any statute, rule, regulation, ordinance or any other law is enacted, adopted, repealed, amended, modified, changed or interpreted in any way during the term of this Ordinance so as to enhance the Grantor's ability to meet the cable-related needs and interests of the community, the Grantor and the Grantee shall negotiate in good faith as to what modifications to this Ordinance or regulation of the System might be appropriate to reflect such enactment, adoption, repeal, amendment, modification, change or interpretation. Section 18 -- Miscellaneous (A) Controlling Authorities. This Ordinance is made with the understanding that its provisions are controlled by the Cable Act, other federal laws, state laws, and all applicable local laws, ordinances, and regulations. (B) Appendices. The Appendices to this Ordinance, attached hereto, and all portions thereof and exhibits thereto, are, except as otherwise specified in such Appendices, incorporated herein by reference and expressly made a part of this Ordinance. (C) Enforceabilitv of Aqreement: No Opposition. By execution of this Ordinance, the Grantee acknowledges the validity of the terms and conditions of this Ordinance under applicable law in existence on the Effective Date, and pledges it will not assert in any manner at any time or in any forum that this Ordinance, the Franchise, or the processes and procedures pursuant to which this Ordinance was entered into and the Franchise was granted are not consistent with the applicable law in existence on the Effective Date. (D) Notices. All notices shall be in writing and shall be sufficiently given and served upon the other party by first class mail, registered or certified, return receipt requested, postage prepaid, and addressed as follows: THE GRANTOR: Elizabeth M. Deptula, City Manager City of Clearwater P. O. Box 4748 Clearwater, FL 34616 THE GRANTEE: Time Warner Entertainment - Advance/Newhouse Partnership General Manager 2350 Drew Street Clearwater, FL 34625 cc: Division President 2600 McCormick Drive, Suite 255 Clearwater, FL 34619 < 24 > /'//)(>- ~ Ci/~ r;.~,,, ~ I I . (E) Police Powers. In accepting this Franchise, the Grantee acknowledges that its rights hereunder are subject to the police power of the Grantor to adopt and enforce general ordinances necessary to the safety and welfare of the public; and it agrees to comply with all applicable general laws and ordinances enacted by the Grantor pursuant to such power. Any conflict between the provisions of this Franchise and any other present or future lawful exercise of the Grantor's police powers shall be resolved in favor of the latter, except that any such exercise that is not of general application in the jurisdiction or applies exclusively to the Grantee's System or Cable Communications Systems which contain provisions inconsistent with this Franchise shall prevail only if upon such exercise, the Grantor finds an emergency exists constituting a danger to health, safety, property or general welfare or such exercise is mandated by law. (F) Bindina Effect. This Ordinance shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted transferees and assigns . All of the provisions of this Ordinance apply to the Grantee, its successors, and assigns. (G) No Waiver: Cumulative Remedies. No failure on the part of the Grantor to exercise, and no delay in exercising, any right or remedy hereunder including, without limitation, the rights and remedies set forth in Section 15 of this Ordinance, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other right or remedy, all subject to the conditions and limitations established in this Ordinance. The rights and remedies provided herein including, without limitation, the rights and remedies set forth in Section 15 of this Ordinance, are cumulative and not exclusive of any remedies provided by law, and nothing contained in this Ordinance shall impair any of the rights or remedies of the Grantor under applicable law, subject in each case to the terms and conditions of this Ordinance. (H) Severability. If any section, subsection, sentence, clause, phrase, or other portion of this Ordinance is, for any reason, declared invalid, in whole or in part, by any court, agency, commission, legislative body, or other authority of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent portion. Such declaration shall not affect the validity of the remaining portions hereof, which other portions shall continue in full force and effect. < 25 > j. / IJ(/_ r?/ " I I ~.li.'~. ~ (I) No Aaency. The Grantee shall conduct the work to be performed pursuant to this Ordinance as an independent contractor and not as an agent of the Grantor. (J) Governina Law. This Ordinance shall be deemed to be executed in the City of Clearwater, Florida, and shall be governed in all respects, including validity, interpretation and effect, and construed in accordance with, the laws of the State of Florida, as applicable to contracts entered into and to be performed entirely within that State. (K) Survival. All representations and warranties contained in this Ordinance shall survive the term of the Agreement. (L) Deleaation of Grantor Riahts. The Grantor reserves the right to delegate and redelegate, from time to time, any of its rights or obligations under this Ordinance to any body, organization or official. Upon any such delegation or redelegation, references to "Grantor" in this Ordinance shall refer to the body, organization or official to whom such delegation or redelegation has been made. Any such delegation by the Grantor shall be effective. upon written notice by the Grantor to the Grantee of such delegation. Upon receipt of such notice by the Grantee, the Grantee shall be bound by all terms and conditions of the delegation not in conflict with this Ordinance. Any such delegation, revocation or redelegation, no matter how often made, shall not be deemed an amendment to this Ordinance or require any consent of the Grantee. (M) Claims Under Aareement. The Grantor and the Grantee, agree that, except to the extent inconsistent with Section 635 of the Cable Act (47 U.S.C. ~ 555), any and all claims asserted by or against the Grantor arising under this Ordinance or related thereto shall be heard and determined either in a court of the United States located in Tampa, Florida ("Federal Court") or in a court of the State of Florida located in Clearwater, Florida (" Florida State Court") . To effectuate this Ordinance and intent, the Grantee agrees that if the Grantor initiates any action against the Grantee in Federal Court or in Florida State Court, service of process may be made on the Grantee, either in person, wherever such Company may be found, or by registered mail addressed to the Grantee at its office in the Franchise Area as required by this Ordinance, or to such other address as the Grantee may provide to the Grantor in writing. (N) Modification. Except as otherwise provided in this Ordinance, any Appendix to this Ordinance, or applicable law, no provision of this Ordinance nor any Appendix to this Ordinance, shall be amended or otherwise modified, in whole or in part, except by an instrument, in writing, duly executed by the Grantor and the Grantee, which amendment shall be authorized on behalf of the < 26 > It, If) 9> 4t, r-'. ~t) t I! t;;;;'.",.,.) ~7 Grantor through the adoption of an appropriate resolution or order by the Grantor, as required by applicable law. (0) Delays and Failures Bevond Control of Grantee. Notwithstanding any other provision of this Ordinance, the Grantee shall not be liable for delay in performance of, or failure to perform, in whole or in part, its obligations pursuant to this Ordinance due to strike, war or act of war (whether an actual declaration of war is made or not), insurrection, riot, act of public enemy, accident fire, flood or other act of God, technical failure, sabotage or other events, where the Grantee has exercised all due care in the prevention thereof, to the extent that such causes or other events are beyond the control of the Grantee and such causes or events are without the fault or negligence of the Grantee. In the event that any such delay in performance or failure to perform affects only part of the Grantee's capacity to perform, the Grantee shall perform to the maximum extent it is able to do so and shall take all steps within its power to correct such cause(s). The Grantee agrees that in correcting such cause(s), it shall take all reasonable steps to do so in as expeditious a manner as possible. The Grantee shall notify the Grantor in writing of the occurrence of an event covered by this Section within five (5) business days of the date upon which the Grantee learns of its occurrence. Section 19 -- Acceptance Grantee shall signify its acceptance of the Franchise terms in writing prior to the City Commission's approval of this Ordinance by filing such written acceptance with the City Clerk. < 27 > 6!o~ --9& -- - C:::) I @ I ~-~;}. Section 20 -- Effective Date This Ordinance shall take effect immediately upon adoption. PASSED ON FIRST READING November 7, 1996 PASSED ON SECOND AND FINAL READING AND ADOPTED November 21, 1996 ATTEST: r sAL ~_ !i. D,"~ ~ia E. Goudeau, City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ~~Akin, City Attorney < 28 > lI!fF? -- q0 Q.. ~ ~-. " I APPENDIX A THE SYSTEM I .r-'\ (:I'"~:'l "~~'/ iI/og-Q& Q I I ~.";""'''<'j "':'-;" APPENDIX A I. SYSTEM AND CAPACITY A. System Design. .The cable system shall have a 750 MHz design with an average of five hundred (500) homes passed and 6 homerun fibers from the headend or hub to each per node. The plant hardware shall be 1 GHz passives, I GHz taps, 1.5 GHz active platforms, 750 MHz amplifiers and other actives, and 60 volt powering. The system shall be capable of 79 analog channels (50 to 550 MHz), 200 MHz is reserved for future use including, but not limited to, digital transmission (550 to 750 MHz) in the forward direction and 5 to 40 MHz in the reverse direction. The rebuilt system shall use all new fiber optics. The system shall be designed so that ninety-five percent (95%) of the time there are no more than five (5) amplifiers in cascade. The system shall be designed and constructed in accordance with the standards listed below. The following design specifications shall be adhered to. The system shall be operated in accordance with performance standards which meet FCC regulations and specifications. The system has been constructed in compliance with this section and the design standards below, the Grantee's compliance with the performance standards of the FCC shall constitute compliance with the ongoing technical standards required by this Agreement. System Design - Minimum C/N 49 dB XMOD 49 dB CTB 51 dB CSO 50 dB HUM 52 dB B. Compliance with Applicable Law. In constructing, operating and maintaining the system, Grantee shall at all times comply with this agreement and all applicable laws and regulations. C. Drops. All drops shall meet the standards of the National Electric Code, and meet design specifications in A above. The system shall be designed to allow each subscriber drop to provide service to two (2) television outlets. D. Equipment Quality. Equipment used for the distribution system, headend and reception facilities shall be of good and durable quality and be serviced and repaired on a regular basis and shall at all times be of equal or better quality than the following equipment. The Franchisee shall make the final determination of what constitutes equal or better equipment. A-I /;/O?--1G \... ':.,,' I I ~q .......-....' Fiber Optics: Siecor - loose tube, armored Sumitomo - loose tube, armored ~ Aerial: Underground: Drop: Trilogy JAF MC2 Trilogy JBMC2 Trilogy RG 6, quad shield Trunk Amplifiers: Jerrold: BTD-75SH-SX MB-750-H Trunk Extenders: Jerrold: JLX-7-750PILC Power Supplies: Power Guard SLL Splitters: Jerrold SSP-K Subscriber Taps: Jerrold FFT-K Connectors: LRC Pin Pedestals: Channel Commercial Converters to Other Subscriber Equipment: General Instruments DPBB7514-S8, CFT2224 E. Converters. Grantee shall provide the converters specified in this. Agreement to subscnbers utilizing converters within ninety (90) days of completion of the upgrade. Grantee shall not scramble the basic tier. F. Emergency Alert. Grantee shall continue to provide an all-channel audio-only emergency alert system for use by the City. The Grantee shall arrange to have the emergency alert system tested at least once each year. The Grantee shall make records of such tests available for inspection by the City. The Company shall provide an automatic tone that shall commence emergency broadcast. Emergency messages shall be able to the initiated from any touch-tone phone with an access code. The emergency alert service shall be upgraded throughout the Franchise term as set forth in FCC rules, regulations, or guidelines. Notwithstanding the foregoing, Grantee shall maintain throughout the term of this Agreement the capacity for the City to access the emergency alert system and shall not claim the City's rights hereunder have been preempted by federal or state law. G. Ongoing Preventative Maintenance. Grantee shall comply with the FCC preventative maintenance program. Grantee shall sweep and balance the trunk. FCC proof-of-performance tests A-2 //\/IJ <;( -- 41,., I~'. \~~'.'l I 1 ~,.) .1;:;1 '~ji" shall be performed. All optical node actives shall be checked and balanced including laser outputs/receiver inputs. Grantee shall perform leakage monitoring on the system. The entire system shall be monitored for signal leakage. Subscriber drops with leaks exceeding the FCC's standards (maximum 20UV per meter at 10') are promptly replaced. H. Interference on Channel 8. Grantee shall use its good faith during the rebuild to minimize interference on Channel 8. I. Standby Power. Grantee shall provide a twenty-four (24) hour power-generating capacity at the headend. Grantee shall maintain standby power system supplies, rated for at least two (2.0) hours duration at all optical node locations in the distribution network. 1. Parental Control. Grantee shall provide to subscribers, upon request, parental control devices that allow any channel or channels to be locked out. Upon request, Grantee will, at no cost to the subscriber, provide devices that will block out the audio and video of any channels carrying predominately adult programming. K. Performance Testing. Grantee shall perform all system tests and maintenance procedures as required by and in accordance with: the FCC; this Agreement; Grantee's standards of good operating practice; and the National Cable Television Association's test procedure guidelines. L. Technical Standards. The cable communications system permitted to be operated hereunder shall be installed and operated in conformance with this Agreement, National Electric Code, OSHA Rules and Regulations, Bellcore "Blue Book' manual of construction practices, where applicable to cable system construction, and FCC rules and regulations. M. Employee Identification. Grantee shall provide a standard identification document to all field employees, including employees of subcontractors, who shall be in contact with the public. Such documents shall include a telephone number than can be used to verify identification. In addition, Grantee shall use its good faith efforts to clearly identify all field personnel, vehicles, and other major equipment that are operating under the authority of Grantee. N. Stereo. The system shall have the capability and shall provide Broadcast Television Systems Committee (BTSC) stereo signals on all satellite, broadcast and local services that transmit them. O. State of the Art. Throughout the term of the Franchise, Grantee shall construct, operate, maintain and upgrade the cable system in order to ensure that it continuously conforms to the State of the Art. Notwithstanding anything to the contrary, this paragraph 0 shall not be enforced against the Grantee at any time the Grantee is subject to effective competition as defined by federal law. A-3 11r.c/ /)1 ,r- \":.; ,) I I \<~.:':i. J'.' , .~./ ll. CONSTRUCTION A. System Design Review. The City shall have the authority to review the technical design plans of the system to ensure that the system design meets the requirements of this Agreement, as well as applicable portions of the City Code governing construction within public rights-of-way. On a case by case basis, Grantee may use existing coaxial cable which meets manufacturer specifications. B. Underground Construction. Grantee shall participate in and use an underground utility locator program and ensure that the cable is buried at a depth specified by City regulations. Temporary drops shall be buried within one month of installation, weather permitting. Grantee shall comply with the City's ten (10) year plan to have cable and utilities placed underground. Grantee in accordance with such plan shall at its expense, remove, relay, and relocate its equipment, provided, however, that other utilities are similarly required to do such work at their own cost and expense. C. Cable Drops and Monthly Service. Grantee shall provide one free cable drop and free, basic and tier services, excluding premium services, audio services, and pay-per-view to public buildings already provided with free drops, on the effective date of this Agreement, and at any other public buildings passed by the system, and designated by the City. D. Right of Inspections. The City shall have the right to inspect any construction and installation work performed subject to the provisions of this Agreement, and shall make such tests as it shaU find necessary to ensure compliance with the terms of this Agreement and other pertinent provisions of the law over which the City has jurisdiction. E. Business Extensions. Grantee shall extend its cable. system and make cable service available to every business in the franchise area in any case where the business subscriber agrees to pay for the labor costs incurred and materials used in making the extension. Provided, however, if the business subscriber is within one-hundred and fifty feet (150') of the cable system, the business shall pay only the normal installation fee. F. Clearwater Marina. Grantee shall extend its cable service to the Clearwater Marina and the Harbor Master in accordance with the service agreement between the City and the Grantee. A-4 I In","" /7/ €i) I ApPENDIX B Terms and Conditions Applicable to Work on the System I t-.. ~'.:'1. ~9 I / ~ ("- t"? I (j I I r'-, l..".')' ~ .. ' 'I " ~.....' ApPENDIX B Terms and Conditions Applicable to Work on the System General Requirement. The Grantee certifies that the System as upgraded as of the Effective Date, complies with the construction and technical requirements contemplated by Appendix A to this Ordinance. The Grantee agrees to comply with each of the terms set forth in this Appendix B and in Appendix A to this Ordinance governing construction and technical requirements for the System, in addition to any other requirements or procedures reasonably specified by the Grantor pursuant to its police power or as otherwise permitted by applicable law. Quality. All work involved in the construction, operation, maintenance, repair, upgrade, and removal of the System shall be performed in a safe, thorough and reliable manner using materials of good and durable quality. If, at any time, a reasonable determination is made by the Grantor or any other agency or authority of competent jurisdiction that any part of the System, including, without limitation, any means used to distribute Signals over or within the System, is harmful to the health or safety of any Person, then the Grantee shall, at its own cost and expense, promptly correct all such conditions. Licenses and Permits. The Grantee shall have the sole responsibility for diligently obtaining, at its own cost and expense, all permits, licenses, or other forms of approval or authorization necessary to construct, operate, maintain, repair or upgrade the System, or any part thereof, prior to commencement of any such activity. New Grades or Lines. If the grades or lines of any Street within the Franchise Area are changed at any time during the term of this Ordinance, then the Grantee shall, at its own cost and expense and upon reasonable written notification and request of the Grantor, protect or promptly alter or relocate the System, or any part thereof, so as to conform with such new grades or lines. In the event that the Grantee refuses or neglects to so protect, alter, or relocate all or part of the System, following notice to do so, the Grantor shall have the right to break through, remove, alter, or relocate all or any part of the System without any liability to the Grantee, any Affiliated Person or any other Person, and the Grantee shall pay to the Grantor the documented costs incurred in connection with such breaking through, removal, alteration, or relocation. Protect Structures. In connection with the construction, operation, maintenance, repair, upgrade, or removal of the System, the Grantee shall, at its own cost and expense, protect any and all existing structures belonging to the Grantor and all designated landmarks. The Grantee shall obtain the prior approval of the Grantor before altering any water main, sewerage or drainage system, or any other municipal structure in the Rights-of-Way required because of the presence of the System in the Rights-of- Way. Any such alteration shall be made by the Grantee, at its sole cost and expense, and in any reasonable manner prescribed by the Grantor. The Grantee agrees that it sha1I be liable, at its own cost and expense, to replace or repair and restore to a condition as good as that prevailing before said work and, in any reasonable manner as may be specified by the Grantor, any Street or any municipal structure involved in the construction, operation, maintenance, repair, upgrade or removal of the System that may become disturbed or damaged as a result of any work thereon by or on behalf of the Grantee pursuant to < B-1 > I /11 <7 _ ell c;.''''.'_'.)' '<:.. I I (~ ~~.~~ " ..... this Ordinance. No Obstruction. In connection with the construction, operation, maintenance, repair, upgrade, or removal of the System, the Grantee shall not obstruct the Rights-of-Way, subways, railways, passenger travel, river navigation, or other traffic to, from, or within the Franchise Area without the prior consent of the appropriate authorities. Movement of Wires. The Grantee shall, upon prior written notice by the Grantor or any Person holding a permit to move any structure, temporarily move its wires to permit the moving of said structure. The Grantee may impose a reasonable charge (which may require advance payment in appropriate circumstances) on any Person other than the Grantor for any such movement of its wires. Safety Precautions. The Grantee-shall, at its own cost and expense, undertake all necessary and appropriate efforts to prevent accidents at its work sites, including the placing and maintenance of proper guards, fences, barricades, watchmen, and suitable and sufficient lighting. Moving Wires. The Grantor may, in case of fire, disaster, or other such emergency, as reasonably determined by the Grantor, in its sole discretion, cut or move any of the wires, cables, amplifiers, appliances, or other parts of the System, in which event the Grantor shall not incur any liability to the Grantee, any Affiliated Person or any other Person. The Grantor shall take reasonable efforts to consult the Grantee prior to any such cutting or movement of its wires, and the Grantee shall be given the opportunity to perform such work itself. All documented costs to repair or replace such wires, cables, amplifiers, appliances or other parts of the System shall be borne by the Grantee. No Liability for Public Woric, etc. Neither the Grantor nor its officers, employees, agents, attorneys, consultants or independent contractors shall have any liability to the Grantee or any Affiliated Person for any liability as a result of or in connection with the protection, breaking through, movement, removal, alteration, or relocation of any part of the System by or on behalf of tbeGrantee or the Grantor in connection with any emergency, public work, public improvement, alteration of any municipal structure, any change in the grade or line of any Street, or the elimination, discontinuation, and closing of any Street. < B-2 > /. //1 q _ C)/ (;) :.~~~>~i I APPENDIX C PEG MATTERS I ~) / /"~ ",-. / APPENDIX C I ~...::. .:. :,.'). c., . ..../" ~ . ~/ I I. ACCESS CHANNELS, EQUIPMENT, FACILITIES, AND SERVICES. In order to develop and promote educational, government access, and local programming for the system's access channels, Franchisee hereby agrees to provide the following: A. Access Channels. During and after the rebuild, Franchisee shall provide the following number of dedicated access channels: two (2) channels for government access (one for the City of Clearwater and one for Pinellas County) and one (1) additional digital channel upon the City's request to be used by the City for local government access, once Grantor provides programming generally on a digital basis; one (1) channel for public access; and two (2) channels for educational access (one for the Pinellas County School District and one for the St. Petersburg Junior College). Such channels shall be used exclusively for purposes of public, educational and governmental access programming on a non- commercial, not-for-profit basis. All active access channels shall be placed on the basic tier of service, unless both parties mutually agree otherwise. B. Government Access Equipment and Facilities. Franchisee agrees to provide a matching grant of one-hundred thousand dollars ($100,000) to the City for purchase of access equipment within one (1) month of the effective date of this Agreement. The parties agree that such grant of funds for initial government access equipment shall not be deducted from the franchise fee. C. Government Access Equipment Replacement. On or before December 1, 2003 the Franchisee shall provide the City with a government access equipment grant in an amount equal to $2.50 times the number of subscribers to the system as of October 21, 2003. The parties agree that such grant of funds for government access equipment replacement shall not be deducted from the franchise fee. D. Public Access Facilities, Equipment and Services. Franchisee agrees to continue to provide the same quality and level of public access services, facilities, and equipment as provided the year preceding the effective date of the franchise. Public access equipment and facilities shall be maintained and replaced in the same manner as during the previous franchise. The parties agree that such funds shall not be deducted from the franchise fee. The level of public access services, facilities, and equipment provided on the effective date of this Agreement is included in this Appendix. - I - ~/O <J - 9ft; ""'" -' ~:''''.}- '. ,,,,,--....., I I /.:>~1 V The City agrees to review these public access obligations within three months of Franchisee's renewal of its cable television franchise agreement in the County of Pinellas. If as a result of that renewal, public access requirements are established which provide substantially the same public access benefits to the City residents that the City residents enjoy on the effective date of this Ordinance, then Franchisee's public access obligation to the City under this Ordinance shall be deemed satisfied, so long as the County obligations are satisfied and so long as they continue to provide public access benefits to the City residents that are substantially the same as the City residents enjoy on the effective date. If, as a result of the renewal of Franchisee's franchise with the County of Pinellas, the City reasonably determines, following a public hearing, that the public access benefits enjoyed by the City residents are materially reduced then the Franchisee shall pay the amounts below with payment being made within ten working days following the public hearing (prorated based on the number of weeks remaining in the franchise year) and on each anniversary date of the effective date of the Franchise Ordinance thereafter. FRANCHISE YEAR 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 AMOUNT $ 50,000 $ 50,000 $ 75,000 $ 75,000 $100,000 $100,000 $100,000 $100,000 $125,000 $125,000 $150,000 $150,000 $150,000 $150,000 $150,000 Any such payments shall be reduced by (i) the portion of all of Franchisee's public access costs (direct and indirect as reasonably approved by the City) allocable to the City (subject to audit by the City) derived by multiplying such costs by a fraction, the numerator of which is the number of subscribers in the City one month before such payment is due and the denominator of which is the total number of Franchisee's subscribers in Pinellas County as of such date who are offered public access programming and (ii) the annual costs of providing the services and equipment described in subparagraphs F and G below. - 2 - (dO,? -- qt, G~~A ....../ I I ~ ~ Until the Franchisee has renewed its franqhise with the County of Pinellas, the City shall pay to Franchisee within 30 days of adoption of this Ordinance and on the next two anni versaries $50,000, and $75,000 on each anniversary for the remaining term. After the fifth year, this payment shall be adjusted based on the U. S. Department of Commerce "National Consumer Price Index" for all Urban Consumers, U. S. City Average (CPI-U) indicator, and shall be determined by dividing the CPI-U indicator from the most recently published indicator prior to the payment date, by the CPI- U January indicator published one year prior to the adjustment date, and multiplying the resultant number by the payment amount. In lieu thereof, any time after the 3rd franchise year the City may upon its own initiative audit all of the costs (direct and indirect) of Franchisee in providing public access, in which event, the City shall pay on such date one-half of all such costs to Franchisee. In the event that Franchisee at any time becomes the sole cable franchisee in Clearwater, City shall have no obligation under this paragraph. E. Educational Access. If the public schools or other educational institutions in the County of Pinellas receive educational access equipment, services, programming and facilities in excess of that provided to the public schools or other educational institutions in the City of Clearwater, the Franchisee shall provide additional educational equipment, services, programming, and facilities to the public schools or other educational institutions in the City of Clearwater such that the City receives equipment, services, programming and facilities equivalent on a per school basis to that provided in the County of Pinellas. Franchisee may donate used equipment or services or otherwise assist schools on a voluntary basis as a part of Franchisee's community involvement without triggering the provisions of the preceding sentence. Both parties agree that all such educational access equipment, services, programming and facilities will not be deducted from the franchise fee. F. Mobile Van. Upon reasonable notice, Franchisee agrees to provide the City with use of the Franchisee's local origination van three (3) times per year for the production of Government access programming. The mobile van will be in good working order and will be staffed with the Franchisee's local origination personnel. Provided, however, that if in the Franchisee's business judgment, the Van is no longer to be operated by the franchisee, then the City will be compensated for the lost support as follows: 3 van usages @ $ 2,000 each = $ 6,000 - 3 - ft;/O? -10 - .1 . :../ I I ~ii:'(~ ~~'t:1 G. On-site Access Services. Franchisee agrees, at its own cost, to provide the City with nine (9) hours per week of Franchisee's local origination staff time for the duration of the franchise term. Such personnel shall be available on-site at the City and be qualified to assist the City in government access production in accordance with the production needs of the City. Provided, however, that if in the Franchisee's business judgment, the relevant personnel no longer work for the Franchisee, then the City will be compensated for the lost support as follows: 9 hrs X 52 wks x $20 per hr = $9,360 H. Publicity. Franchisee shall actively promote ongoing community awareness of public, educational and government access channels, and public access facilities and training opportunities for public and educational access, at a minimum in its program guides containing listings of the local off-air broadcast signals in the Franchisee's basic service tier, provided that the publisher of any such guide consents to the inclusion of information, at no cost to the Franchisee, concerning public, educational and governmental access programming carried by the Franchisee based upon the good faith efforts of the Franchisee to secure such listings, in an annual bill stuffer, and in public service announcements supplied by Franchisor, all in such places and at such times as Franchisee in its sole discretion shall determine, and Franchisee shall provide Franchisor, on request, with a summary of its activities in this regard. I. Optical Transmission Equipment. The Franchisee agrees to provide one (1) digital, optical transmission package to the City at Franchisee's cost, if necessary to originate programming. J. Signal Quality. Franchisee shall ensure that the access channel delivery system from all origination sites, specified herein and in Appendix D, meet the same technical standards as the remainder of the system as set forth in Appendix B. The origination points at the Municipal Service Building and City Hall shall be swept and balanced regularly. K. Origination Sites. The Franchisee, at no charge, agrees to construct an origination line from the Municipal Services Building within six (6) months of the effective date of this Agreement. The Franchisee shall maintain and/or replace and maintain throughout the franchise term, origination lines in existence upon the effective date of this Agreement, and the origination line from the Municipal Services Building. - 4 - ~/O <3' --1iIJ : . .) I I (~-'",:'~:~) APPENDIX c COMMUNITY ACCESS EQUIPMENT .DES.CBIeII.ON 0UANIlIY Audio Consoles Yamaha - 12 Input 2 Camera Control Units Hitachi 4 C-1 Chip Cameras Hitachi 8 Switchers Sony - 8 Input 2 Videotape Recorders 3/4 Inch 12 Portable VTRs 3/4 Inch 3 Edit Controllers Sony 2 Time Base Correctors Industrial 4 Character Generators Industrial 2 Distribution Amplifiers Ditech 4 Monitors Industrial 12 CD Players Standard Video Tech C. D. 2 Tripods Bogen 8 Router Ditech 1 Signal Scopes T echtronics 4 Set Lights (various) Lee Colortran & Cowell 15 CYC Curtain & Tracks Standard Issue 2 Machine Racks Standard Issue 12 All equipment is of industrial quality as measured on a scale from lowest to highest quality: Home, Industrial, Broadcast. The Community Access studio will be available for the use of Clearwater residents a minimum of 40 hours per week, including some evening and weekend hours. - (, ~ ~/ () <;( - q t, ~. ,. , I I APPENDIX D FRANCHISEE'S OBLIGATIONS WITH RESPECT TO INSTITUTIONAL NETWORK (~:) t./flq _QI - '.,,,.~l \~..:'/ I I E" . ""-.-,i." ) ~~J;; APPENDIX D I. INSTITUTIONAL NETWORK A. I-Net. Except as provided herein, Franchisee shall, at its own cost, maintain and replace, as needed, the institutional network to the sites which are a part of the institutional network as of the effective date of this Agreement. The City may relieve the Franchisee of this requirement in writing at any time during the term of the Franchise. Franchisee agrees not to charge subscribers, the City or other institutions with institutional network sites for their noncommercial use of the institutional network for video program distribution, training, data transmission, and other applications (such as energy management) . B. End User Equipment. The City and such institutions shall purchase all necessary end user equipment for data transmission and other applications. C. Interconnection with Subscriber Network. The institutional network shall permit institutions to transmit programming via upstream, institutional channels to access channels on the residential subscriber network. Franchisee's system shall be capable of switching from the upstream channels to the downstream residential subscriber network and shall allow for switching between the Municipal Services Building, City Hall and other institutional network originating locations. D. Design. Each origination site on the institutional network shall be able to originate transmissions simultaneously when economically and technically feasible and viable. The design of the institutional network shall be the same as that on the effective date of this Agreement or better. The Franchisee shall work cooperatively with the City to design any institutional network construction to meet the needs of the City. E. Future Construction. At any time during the franchise term, the City may require Franchisee to construct: extensions to the coaxial cable ~nstitutional network in existence on the effective date of the franchise. At least ninety (90) days prior to requested construction, the Franchisee shall provide to the City for its review and approval, a quotation of costs and schedules for institutional network construction and installation. The City will be charged for the construction of institutional network facilities based on the Franchisee's direct costs of labor and materials as specified below. For institutional network construction in locations served by the institutional network in existence the effective date of the franchise, the City will be charged for one-hundred percent (100%) of the direct cost incurred by the Franchisee. t,/()9-Cl/. 4~.~~') ,"Uf ) I {... ~ \ ., , } '.I." .; F. Franchisee will continue to own and perform routine maintenance on the existing Institutional Network. All extraordinary maintenance (i.e., replacement of cable and electronics) will be done on a time and material basis, payable by the City. In situations where Franchisee also has to replace cable or electronics at the same time, no labor costs will be passed on to the City. The City will pay for any improvements to the I-Net. G. Use. The I-Net shall be a closed circuit loop network dedicated for the non-commercial use of the City. Provided, however, that if the City wishes to interconnect the I- Net directly to a public switched network, then the following shall apply: 1. If Franchisee (or a business affiliate of Franchisee) offers the service sought to be accessed by City by interconnecting to the public switched network, then the City shall purchase such service from the Franchisee (or its affiliate) at a discount of 10% from the lowest rates charged by Franchisee (or its affiliate) for such service, if such a discount is allowed by applicable law. If such a discount is not allowed by applicable law, the service shall be furnished at the lowest rate of Franchisee (or its affiliate) . 2. If Franchisee (or a business affiliate of Franchisee) does not offer the service sought to be accessed by City by interconnecting to the public switched network, then the City may purchase such service from a third party, provided, however, at such time as Franchisee (or a business affiliate of Franchisee) offers such service, then the City shall purchase such service from the Franchisee (or its affiliate) at a discount of 10% from the lowest rates charged by Franchisee (or its affiliate) for such service, if such a discount is allowed by applicable law. If such a discount is not allowed by applicable law, the service shall be furnished at the lowest rate of Franchisee (or its affiliate) . Provided, however, that the City shall not be required to purchase such service from Franchisee (or business affiliate of Franchisee) if the cost is substantially higher than the City is currently paying. 3. If the City interconnects the I-Net directly to a public switched network and purchases service from a third party, then the City shall from and after the date of such interconnection, commence reimbursing Franchisee for the incremental cost of all routine maintenance on the existing I-Net, in addition to making the other payments described in paragraph F above. The reimbursement for routine maintenance shall cease, and the provisions of paragraph F shall be reinstated, at such time as the City is no longer interconnected to the public switched network of a third party. 2 !.//J (7 _ a/~ ~ . I APPENDIX E Customer Service Standards (City of Clearwater) I (~-) (,//l q - C}( '. . ~.) SECTION 1 SECTION 2 SECTION 3 SECTION 4 SECTION 5 SECTION 6 SECTION 7 SECTION 8 SECTION 9 SECTION 10 SECTION 11 SECTION 12 I (v...) , ...-' 'J <<. I APPENDIX E CUSTOMER SERVICE STANDARDS INDEX SOUCIT A TION OF SUBSCRIPTIONS ......... . . . . . TRAINING OF EMPLOYEES; TELEPHONES . . . . . . . . . BILLING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EQUIPMENT PROVIDED BY The Grantee ........... OUTAGE CORRECTION AND REPAIR SERVICE. . . . . . SUBSCRIBER COMPLAINTS .................... NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TERMINATION OF SERVICE AND DISCONNECTION ....................... CREDITS AND REFUNDS ... . . . . . . . . . . . . . . . . . . . MISCELLANEOUS REQUIREMENTS . . . . . . . . . . . . . . FAILURE TO COMPLY WITH THESE REQUIREMENTS. . . . . . . . . . . . . . . . . . . . . . . DEFINITIONS .............................. <-i-> ~ E-l E-3 E-4 E-6 E-6 E-8 E-9 E-9 E-IO E-ll E-12 E-12 1.//'1<7 /'i/ I I (-",} ';"" APPENDIX E CUSTOMER SERVICE STANDARDS SECTION 1 SOLICITATION OF SUBSCRIPTIONS 1.1 Subscription Information. 1.1.1 Before providing any service to any Subscriber and upon request by any customer thereafter, the Grantee shall provide the following subscription information a. a description of the Cable Services provided by the Grantee, accompanied by a listing of the charges for each such service, either alone or in combination; b. a listing of all rates, terms and conditions for each Cable Service or tier of Cable Service, both alone and in combination, and all other charges, such as for returned checks and for relocating cable outlets; c. instructions on how to use other communications devices which may be used in conjunction with the System; d. a description of the Grantee's billing and collection procedures; e. the procedure for the resolution of billing disputes, including the telephone number of the City of Clearwater office Subscribers may call with regard to billing disputes, as specified by the Grantor; f. a description of the Grantee's policies concerning credits for outages and reception problems, consistent with these consumer protection standards; g. an explanation of the procedures and charges, if any, for upgrading, downgrading or disconnecting services, consistent with these consumer protection standards; h. the required time periods for the completion of installation requests, consistent with these consumer protection standards, and an indication of the penalties for failure to complete installation within such time periods; i. the complaint resolution process; < E-l > t,//l <1 - 01 ~,.; J J ,~----- (0" ..;~ ";':'Y increase; j. the procedures by which the Subscriber will be notified of any rate k. the local numbers for the Grantee's Subscriber service telephone system; and 1. a description of significant rights accorded to the Subscriber pursuant to applicable law. 1.1.2 The Grantee shall deliver copies of all such subscription information to the Grantor within three (3) days after distributing it to the first Subscriber or potential Subscriber so that the Grantor may ensure that the information contained therein comports with these consumer protection standards and is not misleading. If the Grantor determines that such information does not comport with these consumer protection standards or this Ordinance or is misleading, the Grantor may order the Grantee to submit to any Subscriber or potential Subscriber corrected subscription information. The Grantee agrees that the Grantor assumes no liability for the subscription information by virtue of its review of such information. 1.2 Right of Rescission. Anyone who requests the installation of Cable Service from the Grantee shall have the right to rescind such request at any time prior to the point in time at which physical installation upon the premises begins. Anyone who requests a particular service from the Grantee shall have the same right of rescission, except that such right shall expire once the requested service is actually received by such Person. 1.3 Marker Showing Converter Dial Locations. The Grantee will provide Subscribers with a dial location card for all Cable Services when channel line-up changes, at the time of installation and upon request thereafter. 1.4 Procedure for InstaJIation 1.4.1 Under nonnal operating conditions, the standards in this Section shall be met no less than ninety-five percent (95%) of the time as measured on an annual basis. 1.4.2 Once a request for Cable Service is received, the Grantee shall either set a specific appointment time or specify a four (4) hour time block during normal business hours, as requested by the Subscriber or potential Subscriber, during which the Grantee's work crew shall install the necessary equipment to receive service. The Grantee may schedule installation activities outside of normal business hours for the express convenience of the Subscriber. 1.4.3 Unless a later date is requested by a potential Subscriber, the Grantee shall complete installation of service for any new Subscriber within seven (1) business days after any such request is received, where the installation is located up to 125 feet from the existing distribution system. < E-2 > /.. If) (1 _ 41 ,,--, (....-....) ~ I I /' " V"j 1.5 Records of Requests for Cable Service 1.5.1 The Grantee shall keep records capable of showing all requests for Cable Service, which shall contain, with respect to each request for service, the name and address of the Person requesting service, the date on which service was requested, the date and appointment period on which service was scheduled to be provided and the date and appointment period service was actually provided. These records shall be assembled continuously and made available to the Grantor in summary form and in a legible format. 1.5.2 Any infonnation in the records required by Section 1.5.1 of this Appendix may be destroyed five (5) years after such information was collected, unless the Grantor authorizes the Grantee, in writing, to destroy any information required by Section 1.5.1 of this Appendix prior to the expiration of such five (5) year period. SECTION 2 TRAINING OF EMPLOYEES; TELEPHONES 2.1 Trainin~ of Employees 2.1.1 Each field employee of the Grantee who may come into contact with members of the public at their places of residence shall: (i) wear a Company-provided uniform identifying the Grantee; (ll) use a vehicle appropriately identifying the Grantee; (iii) wear a picture identification card indicating his or her employment with the Grantee. Each such employee shall also be trained to perfonn efficiently the various tasks, including responding to consumer inquiries and complaints, necessary to provide consumer services in a responsible and courteous manner. 2.1.2 All Company employees shall identify themselves by first name when answering Company telephone lines routinely used by members of the public. 2.2 Telephone Lines. The Grantee shall have local telephone lines for receiving requests for repair or installation services, for reporting outages and for responding to billing questions. Repair lines shall be answered twenty-four (24) hours per d~y, seven (7) days per week. 2.3 Standard of Setvice for the Tel~hone System. At the commencement of the tenn of this Ordinance, the telephone system shall have, at a minimum, enough incoming lines and adequate staff to process incoming calls such that telephone answer time, including wait time, shall not exceed thirty (30) seconds when the connection is made. If the call needs to be transferred, transfer time shall not exceed thirty (30) seconds. Subscribers shall receive a busy signal less than three percent (3 %) of the time. < B-3 > tl(}~ -CJr;, ',_:) J I ~-: -'....1 < : 2.4 Compliance. The standards in Section 2.2 and 2.3 of this Appendix shall be met no less than ninety percent (90%) of the time under normal operating conditions, measured on a n annual basis. The Grantee will not be required to acquire equipment or perform surveys to measure compliance with the telephone answering standards unless a historical record of complaints indicate a clear failure to comply. SECTION 3 BILLING 3.1 The Format of a Subscriber's Bill 3.1.1 The bill shall be designed in such a way as to present the information contained therein clearly and comprehensibly to Subscribers. 3.1.2 The bill shall contain itemized charges for each category of Service and equipment and any installation of equipment or facilities and monthly use thereof (together, "Equipment") for which a charge is imposed (including late charges, if any), an explicit due date, the name and address of the Grantee and telephone number for the Grantee's office responsible for inquiries and billing, the telephone number specified by the Grantor for the resolution of billing disputes, and the FCC Community Unit Identifier Number. The bill shall state the billing period, amount of current billing and appropriate credits or past due balances, if any. 3.1.3 The Grantee shall not charge a potential Subscriber or Subscriber for any Service or Equipment that the Subscriber has not affirmatively requested by name. A Subscriber's failure to refuse a cable operator's proposal to provide such Service or Equipment shall not be deemed to be an affirmative request for such Service or Equipment. 3.2 Billin~ Procedures. All bills shall be rendered monthly, unless otherwise authorized by the Subscriber, or unless service was provided for less than one (1) month. 3.3 Procedures for Collecting Late Bills 3.3.1 No bill shall be due less than fifteen (15) days from the date of the mailing of the bill by the Grantee to the Subscriber. 3.3.2 A bill shall not be considered delinquent until at least thirty (30) days have elapsed from the mailing of the bill to the Subscriber and payment has not been received by the Grantee, provided that no bill shall be mailed more than fifteen (15) days prior to the date services covered by such bill commence, except in cases where. a Subscriber requests advance billing. Late fees will not exceed grantee's average cost of collecting delinquent accounts. < E-4 > t,/()<l-C;(~ ~, v..) I I .t~t,; 3.3.3 The Grantee shall not physically or electronically discontinue service for nonpayment of bills rendered for service until: (i) the Subscriber is delinquent in payment for service; and (ii) at least five (5) days have elapsed after a separate written notice of impending discontinuance has been served personally upon a Subscriber; or (Hi) at least eight (8) days have elapsed after mailing to the Subscriber a separate written notice of impending discontinuance (for which postage is paid by the Grantee), addressed to such Person at the premises where the Subscriber requests billing; or (iv) at least five (5) days have elapsed after a Subscriber has either signed for or refused a certified letter (postage to be paid by the Grantee) containing a separate written notice of impending discontinuance addressed to such Person at the premises where the Subscriber requests billing. Notice of Service discontinuance must clearly state the amount in arrears, the total amount required to be paid to avoid discontinuance of service, reconnection charges if applicable, and the date by which such payment must be made. 3.4 Procedure for the Resolution of Billine Di~utes 3.4.1 The billing dispute resolution procedure shall be initiated once a Subscriber contacts the Grantee's department which handles billing questions or the Grantor, orally or in writing, so long as such contact occurs within thirty (30) days from the date of receipt of the bill by the Subscriber. If the Subscriber contacts the Grantor, the Grantor shall notify the Grantee, by mail, by telephone or by electronic means, that the dispute resolution procedure has been initiated and the Grantee shall then contact the Subscriber to discuss the dispute. 3.4.2 The Subscriber shall not be required to pay the disputed portion of the bill until the dispute is resolved. The Grantee shall not apply finance charges, issue delinquency or tennination notices, or initiate collection procedures for the disputed portion of the bill pending resolution of the dispute. 3.4.3 The Grantee shall promptly undertake whatever review is necessary to resolve the dispute, and shall notify the Subscriber of the results of the review as soon as it is completed, but in no case later than twenty (20) business days after receipt from the Subscriber of the billing dispute, problem or complaint notification. billing dispute. 3.4.4 The Grantee shall notify the Subscriber of its proposed resolution of the < E-S > r;/OY-Cjt, I I _. "'. ..\ I 3.5 Referral of Delinquent Accounts to a C01lection Agency 3.5.1 If the billing dispute resolution procedures have not been initiated, the delinquent account may be referred to a private collection agency for appropriate action no sooner than thirty (30) business days after it becomes delinquent. 3.5.2 If the billing dispute resolution procedures have been initiated, the delinquent account shall not be referred to a collection agency prior to ten (10) business days after the conclusion of those procedures, including any appeal to the Grantor. SECTION 4 EQUIPMENT PROVIDED BY The Grantee 4.1 Types of Equipment To Be Provided 4.1.1 The Grantee shall supply a closed caption decoder to any hearing impaired Subscriber who requests one at a charge not to exceed the Grantee's cost. 4.1.2 The Grantee shall comply with all rules and regulations promulgated by the FCC pursuant to Sections 623 and 624A of the Cable Act (47 U.S.C. ~~ 543 and 544a). 4.2 Terms for Rental and Loaner Equipment 4.2.1 The Grantee may require deposits on certain Equipment it provides to Subscribers, provided that all such deposits shall be placed in an interest bearing escrow account for the Subscribers, which deposit shall bear a reasonable interest rate. 4.2.2 For billing purposes, the return of rental Equipment shall be deemed to have taken place on the day such equipment is returned. SECTION 5 OUTAGE CORRECTION AND REPAIR SERVICE 5.1 Interruption of Service. The Grantee shall exercise its good faith to limit any scheduled interruption of any Cable Service for any purpose to periods of minimum use. Except in emergencies or incidents requiring immediate action, the Grantee shall provide the Grantor and all affected Subscribers with prior notice of scheduled service interruptions, if such interruptions will last longer than one and one-half hours (1- 1/2). < E-6 > /. III? .-0/ ~) I I i7.i 5.2 Time Periods by Which Outages Must Be Corrected and R~airs Made 5.2.1 The Grantee shall maintain sufficient repair and maintenance crews so as to be able to correct or repair any reception problem or other service problem of either picture, or sound quality, including any outage of sound and/or picture, on any Channel except for a problem caused by an intentional, wrongful act of the Subscriber or by the Subscriber's own equipment which was not supplied by the Grantee, promptly and in no event later than forty-eight (48) hours after the Grantee either receives a request for repair service or the Grantee learns of it. For purposes of this Ordinance, "reception problem" shall constitute reception that an affected Subscriber reasonably determines is unsatisfactory, unless the Grantee can demonstrate that the Signals transmitted to such Subscriber are in compliance with the FCC's technical signal quality standards (47 C.F.R. A 76.601 et seq.). 5.2.2 The Grantee shall maintain, at all times, an adequate repair and service force in order to satisfy its obligations pursuant to the Section 5.2.1 of this Appendix, and in cases where it is necessary to enter upon a Subscriber's premises to correct any reception problem or other service problem, the Grantee shall either set a specific appointment time or specify a four (4) hour time block during normal business hours, as requested by the Subscriber or potential Subscriber, during which the Grantee's work crew shall work on the service problem. The Grantee may schedule service calls outside of normal business hours for the express convenience of the Subscriber, provided that the Grantee's customer service representatives shall at all times endeavor to be aware of service or other problems in adjacent areas which may obviate the need to enter a Subscriber's premises. 5.2.3 In no event shall the Grantee cancel any necessary scheduled service call after the close of the business on the business day prior to the scheduled appointment. If the Grantee needs to cancel a scheduled appointment, it must contact the Subscriber and reschedule at a time convenient for the Subscriber. 5.3 Failure To Meet Time Periods May Be Excused. The Grantee's failure to correct outages or to make repairs within the stated time periods shall be excused in the following circumstances: (i) if the Grantee could not obtain access to the Subscriber's premises; or (ii) if the Grantor, acting reasonably, agrees with the Grantee that correcting such outages or making such repairs was not reasonably possible within the allotted time period. 5.4 No Char~e for R~r Service. The Grantee shall not imJX>se any fee or charge any Subscriber for any service call to his or her premises to perform any repair or maintenance work on Grantee's equipment. < E-7 > /, IIJ<J _ 01 .......... . \ ~:'~';1 I I .,_'.""'~ . " / 5.5 Service Calls To Be Provided on a Nondiscriminato(}' Basis. The Grantee shall provide all service calls throughout the Franchise Area on a nondiscriminatory basis. 5.6 Records of R~air Service Requests 5.6.1 The Grantee shall keep records capable of showing all requests for repair service and information on outage correction (to the extent available with respect to each of the following types of information), which shall show, at a minimum, the name and address of the affected SubsCriber, the date and the approximate time of request, the date and approximate time the Grantee responds, the date and approximate time service is restored, the type and the probable cause of the problem, and the names of the Grantee employees who took the corrective action(s). Such records shall also describe the corrective action taken., and, in the case of outages, shall estimate the number of Subscribers affected. For the purposes of this Section 5.6.1, "time" shall mean the time of request or appointment period, as applicable. 5.6.2 Any information in the records required by Section 5.6.1 of this Appendix may be destroyed two (2) years after such information was collected, unless the Grantor authorizes the Grantee, in writing, to destroy any information required by Section 5.6.1 of this Appendix prior to the expiration of such two (2) year period. SECTION 6 SUBSCRIBER COMPLAINTS 6.1 Complaints. For the purposes of this Ordinance, "complaint" shall mean any written communication by a Subscriber or potential Subscriber or oral communication by a Subscriber or potential Subscriber reduced to writing, including to a computer form, expressing dissatisfaction with any nonprogramming aspect of the Grantee's business or operation of the System. 6.2 Time Period for the Resolution of Complaints. Except where another time period is required by any other provision of this Appendix, the Grantee shall make its good faith to resolve, as soon as practicable and in no event later than.seven (7) business days, all complaints after they are received by the Grantee. 6.3 Referral of Complaints from the Grantor to the Grantee 6.3.1 If the Grantor is contacted directly about a complaint concerning the Grantee, the Grantor shall notify the Grantee. 6.3.2 Within seven (7) business days after being notified about the complaint, the Grantee shall issue to the Grantor a report detailing the investigation thoroughly, describing <E-8> ~/()?{- q;;., i ... '--:......\ I , ~.~:'J the findings, explaining any corrective steps which are being taken and indicating that the Person who registered the complaint has been notified of the resolution. 6.4 Complaint Records 6.4.1 The Grantee shall maintain complaint records, which shall record the date a written complaint is received, the name and address of the affected Subscriber, a description of the complaint, the date of resolution, and a description of the resolution. 6.4.2 Any information in the records required by Section 6.4.1 of this Appendix may be destroyed after one (1) year after such information was collected, unless the Grantor authorizes the Grantee, in writing, to destroy any information required by Section 6.4.1 of this Appendix prior to the expiration of such one (1) year period. SECTION 7 NOTICE 7.1 Notice Required 7.1.1 The Grantee shall provide notice to the Grantor and all Subscribers of any change in any fee, charge, deposit, tenn or condition, which notice shall be provided no later than thirty (30) days prior to the effective date of any such change. All notices required by this Section 7.1.1 shall specify, as applicable, the service or services affected, the new rate, charge, term or condition, the effect of the change, and the effective date of the change. 7.1.2 The Grantee shall provide notice, in writing, to the Grantor and all Subscribers of any change in any Channel assignment or in any Service provided over any such Channel, which notice shall be provided no later than thirty (30) days prior to the effective date of any such change. SECTION 8 TERMINA nON OF SERVICE AND DISCONNECTION 8.1 Notice of Tennination of Service. As described in Section 3.3.3 of this Appendix, the Grantee may tenninate service to any Subscriber whose bill has not been paid after it becomes delinquent, so long as the Grantee gives proper notice to the Subscriber. 8.2 Resubscription to Cable Service. The Grantee shall not refuse to serve a former Subscriber whose service was tenninated, so long as all past bills and late charges have been paid in full. <E-9> 610<1-9(:; i.. ." I , .. .:::\ ~? 8.3 Length of Time to Disconnection. If disconnection occurs at the Subscriber's written or oral request, then, for billing purposes, it shall be deemed to have occurred three (3) business days after the Grantee receives the request for disconnection at Grantee's business offices unless (i) it in fact occurs earlier or (ii) the Subscriber requests a longer period. 8.4 Scheduling Appointments. The Grantee shall either set a specific appointment time or specify a four (4) hour time period during normal business hours, during which its work crew shall visit the Subscriber's premises to disconnect service and to remove any Equipment. The Grantee may schedule such service outside normal business hours for the express convenience of the Subscriber. 8.5 Restoration of Subscriber Premises. The Grantee shall ensure that the subscriber's premises are restored to their original condition if damaged by the Grantee's employees or agents in any respect in connection with the installation, repair or disconnection of Cable Service. 8.6 No Fee for Disconnection. The Grantee shall not charge any fee for disconnection. Grantee will make a seasonal plan available for part-time residents at discounted prices. SECTION 9 CREDITS AND REFUNDS 9.1 Grounds. As a result of the Grantee's failure to comply with these consumer protection standards, the Grantee shall provide to each affected Subscriber or potential Subscriber, as applicable, the following credits: (i) for a failure of the Grantee's crew to arrive at the Subscriber's premises at the scheduled time or within the promised four (4) hour period for any installation service, as provided in Section 1.4.2 of this Appendix, a credit equal to free installation. (ii) for any reception problem, including any outage of sound and/or picture on any Channel, as defined in Section 5.2 of this Appendix, or for any other service problem which remains unrepaired for more than twelve (12) hours after either the Grantee receives from the Subscriber a request for repair service (provided that, to the extent access to the Subscriber.'s premises is required to effect such repair, the Subscriber has granted the Grantee such access) or the Grantee learns of such problem an appropriate credit. (ill) for a failure of the Grantee's crew to arrive to correct any outage or make any repair during the stated time period, as specified in Section 5.2.2 of this Appendix < E-IO > 6/0f-9& -'" . ( I I f/:- '-. ',,\. 10.4 Cable Guide. The Grantee shall provide in any cable programming guide supplied to Subscribers, in which Grantee has editorial control, a listing of the channel location of all PEG channels. SECTION 11 FAILURE TO COMPLY WITH THESE REQUIREMENTS 11.1 Material Requirements 11.1.1 The Grantee agrees that substantial failure to comply with any material requirement set forth in these consumer protection standards shall constitute an Event of Default. 11.1.2 The Grantee also agrees that if the Grantor determines, in the exercise of its sole discretion, that the Grantee has, after notice from the Grantor, repeatedly failed to comply with any requirement set forth in these consumer protection standards, then the Grantor may elect to treat such failure in all respects as an Event of Default. 11.2 Liability for Contractors'/Subcontractors' Failure To Comply. If the Grantee fails to take reasonable steps to ensure that its contractors, subcontractors or agents abide by these consumer protection standards, the Grantee shall be liable for any breach of these consumer protection standards committed by its contractors, subcontractors, or agents just as if the Grantee itself had committed the breach. SECTION 12 DEFINITIONS 12.1 Normal Business Hours. The term "normal business hours" means those hours during which most similar businesses in the community are open to serve customers. 12.2 Normal O~ratin& Conditions. The term "normal operating conditions" means those service conditions which are within the control of the Grantee. Those conditions which are not within the control of the Grantee include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions which are ordinarily within the control of the Grantee include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak: or seasonal demand periods, and maintenance or upgrade of the cable system. < E-12 > ~/Otj-16