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Home My WebLink AboutO-1341-6-95THIRD AND FEUJL RF.ADI11G ORDINANCE NO. 1341-6-95 AN ORDINANCE GRANTING A FRANCHISE TO COMMUNICATIONS SERVICES, INC., TO CONSTRUCT, MAINTAIN, AND OPERATE A CABLE TELEVISION SYSTEM WITHIN THE CITY OF ALLEN UNDER THE PROVISIONS OF ORDINANCE NO. 1340-6-95. WHEREAS, pursuant to the Cable Communications Policy Act of 1984, 47 U.S.C. §§ 521 et seq., as amended, the City may grant or renew a franchise to construct, operate and maintain a cable television system; and WHEREAS, pursuant to state law and City ordinance, the City is empowered to grant cable television franchises and to regulate cable television systems in the public interest; and WHEREAS, on July 20, 1995, the City Council of the City of Allen, Texas ("Council") adopted Ordinance No. 1340-6-95, the City of Allen, Texas Cable Communications Ordinance, governing the granting and regulation of cable television franchises for. and the installation, construction and operation of, cable television systems within the City (the "Ordinance"); and WHEREAS, CommunicatiorLs Services, Inc. ("CSI") desires to renew its franchise to construct, install, maintain, and operate a cable system in the City, and has applied to the City for a renewal of its franchise to construct, install; mavitain and operate a cable system in the city; and WHEFEAS, dic consin:ction, installation, maintenance, and operation of such a system involves the use and occupation of the streets of the City, over which the City exercises governmental control; and WHEREAS, the Council has evaluated C'SI's application in light of the requirements of federal and state law and the Ordinance, and has conducted a public hearing on CSI's application; and WHEREAS, based on said representations, the Council has determined that a renewal of CSI's nonexclusive franchise to construct, install, maintain and operate a cable system in the City, subject to the terms and conditions set forth herein and in the Ordinance, is consistent with the public interest; and WHEREAS, on July 20, 1995, the Council determined to renew CSI's non-exclusive franchise to own, construct And operate a cable television system within the City, subject to the terms and conditions of the Ordinance and to the City and CSI reaching agreement on the terms of a franchise agreement; and WHEREAS, the City Manager has the negotiated terms and conditions for the construction and operation of said cable television system with CSI. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, THAT: SECTION 1: The attached Cable Television Franchise Agreement between the City of Allen, Texas, and Communications Services, Inc., which grants CSI a cable television franchise for a term of fifteen (15) years, and which Agreement is attached hereto and made a part of this Ordinance, be and the sante is hereby approved and the Mayor is hereby authorized to execute said Agreement on behalf of the City. SECTION 2. CSI shall have forty-five (45) days from the effective date hereof to execute and accept such Agreement. SECTION 3. Ordinance Nos. 247 and 291 are hereby extended for a period not to exceed forty-five (45) days from the effective date hereof. SECTION 4. Upon CSI's acceptance of the attached Agreement, Ordinance Nos. 247 and 291 shall be repealed. SECTION 5. This Ordinance shall become effective on the later of (a) the date of its adoption; and (b) the date on which Ordinance No. 1340-6-95 becomes effective. SECTION 6. If any part, section, subsection, or other portion of this Ordinance or any application thereof to any person or circumstance in declared void, unconstitutional or invalid for any reason, such part, section, subsection, or other portion, or the prescribed application thereof, shall be severable, and the remaining provisions of this Ordinance, and all applications thereof not having been declared void, unconstitutional or invalid, shall remain in full force and effect. The City declares that no invalid or prescribed provision or application was an inducement to the enactment of this Ordinance, and that it would have enacted this Ordinance regardless of the invalid or prescribed provision or application. SECTION 7. The City Secretary shall cause this Ordinance to be published in a manner prescribed by law. PRESENTED AND GIVEN THIRD AND FINAL READING ON THE 20TH DAY OF JULY, 1995 AT THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS. APPROVED: he Farmer, MAYOR AT rES T: J Mo on, CMC, CITY SECRETARY Ordinance No. 1341_6_25 Page 2 EXHIBIT A 4 ALLEN CITY SYSTEM Qty Model Description 2 AD -830 Color Camera 470 Lines 2 LZ1161A6XP Camera Lens 6:1 Zoom 2 KTA-12FISP Dome w/ Pan Tilt 2 KTD-0012 Drop Ceiling Kit 1 KTD-303 Camera Remote Controller 2 20VA Camera Power Supplies 1 MX -1 Video Mixer 1 TM -2000 Character Generator 3 TM -91-1 9" Monitor 1 TM -131 13" Monitor 1 VES -58 S -VHS Edit Desk 1 1202 Mackie Audio Mixer 1 AG -455 Panasonic Camcorder 1 3140 Bogen Tripod System 1 Cables and Accessories 1 Installation TOTAL OF 1 SYSTEM EXHIBIT B VHS EDITING SYSTEM Qty Model 2 KV13M10 2 SLV-R1000 1 XV-AL100 1 TOTAL OF 5 SYSTEMS Description Sony 13" Monitors Sony S -VHS Deck Sony Edit Controller Installation S -VHS SPECIAL EFFECTS EDITING SYSTEM Qty Model Description 1 AB -1 A/B Edit Controller 1 MX -1 Video Mixer 1 TM -2000 Video Titlemaker (Character Generator) 3 SVO-2000 Sony S -VHS Deck 3 TM -131 JVC S -VHS Monitor 1 M-267 Shure Mic Mixer 1 EV -635A Electro -Voice Mic 1 DS -5 Mic Desk Stand 1 E4102 Winsted Editing Console 1 41581 Winsted Editor Shelf 3 41581 Winsted VTR Shelf 1 Cables and Accessories 1 Installation TOTAL OF 1 SYSTEM ORDINANCE NO. 1341-6-95 (ATPACHMENT ) CABLE TELEVISION FRANCHISE AGREEMENT BETWEEN THE CITY OF ALLEN, TEXAS AND COMMUNICATIONS SERVICES, INC. TABLE OF CONTENTS PAGE Section 1. Definitions . . . . . . . . . . . . . . . . . . 4 Section 2. Grant of Franchise. . . . . . . . . . . . . . 4 ( a ) Scope of Franchise . . . . . . . . . . . . . . . . . 4 (b) Lawful Purposes. . . . . . . . . . . . . . . . . . 5 (c) Conflicts . . . . . . . . . . . . . . . . . . . . . 5 Section 3. Term and Acceptance of Franchise. . . . . . . 5 (a) Term . . . . . . . . . . . . . . . . . . . . . . . 5 (b) Acceptance . . . . . . . . . . . . . . . . . . . . 5 Section 4. Non -Exclusive Franchise. . . . . . . . . . . . 5 Section 5. Franchise Subject to Cable Act, the Ordinance, Other Laws and Police Power. 6 (a) Subject to Applicable Law . . . . . . . . . . . . . 6 (b) Subject to Ordinance . . . . . . . . . . . . . . . 6 ( c ) Subject to Police Power . . . . . . . . . . . . . . 6 Section 6. Insurance . . . . . . . . . . . . . . . . . . . 6 (a) Insurance Maintained . . . . . . . . . . . . . . . 6 (b) Certificate of Insurance . : . . . . . . . . . . . 6 (c) Proof of Compliance . . . . . . . . . . . . . . . . 7 Section 7. Indemnification of the City. . . . . . . . . . 7 Section 8. Construction Bond . . . . . . . . . . . . . . . 7 Section 9. Guarantee -in -Lieu -of -Bond and Security Eund. . 8 (a) Security Fund Required . . . . . . . . . . . . . . . 8 (b) City's Right to Drawdown of the Fund. . . . . . . . 8 (c) Disposition of Fund on Revocation. . . . . . . . . 9 (d) Disposition of Fund on Other Termination . . . . . 9 (e) City's Rights Reserved . . . . . . . . . . . . . . 10 Section 10. Use of Streets. . . . . . . . . . . . . . . 10 Section 11. System Rebuild and Upgrade. . . . . . . . . . 10 (a) System Upgrade . . . . . . . . . . . . . . . . . . 10 (b) No Limitation on Further Upgrade . . . . . . . . . 10 i (c) Most Favored Nations . . . . . . . . . . . . . . . 11 (d) Limitation of Cost Pass-Throughs . . . . . . . . . 11 Section 12. Minimum Facilities and Services . . . . . . . 12 (a) Minimum Capacity at Effective Dates . . . . . . . . 12 (b) Free Service to Certain Facilities . . . . . . . . 12 (c) Closed Captioned Signals . . . . . . . . . . . . . 13 (d) System Compatibility . . . . . . . . . . . . . . . 13 Section 13. Technical Standards . . . . . . . . . . . . . . 14 Section 14. Proof of Performance Tests. . . . . . . . . . 14 Section 15. Access Channels and Facilities. . . . . . . . 14 (a) Access Channels . . . . . . . . . . . . . . . . . . 14 (b) Access Facilities and Equipment . . . . . . . . . . 19 (c) Franchisee's Agreement to Bill, Collect and Remit Any Access Support Charge . . . . . . . . . : 20 Section 16. Commercial Leased Access. . . . . . . . . . . 21 Section 17. Emergency Use of Facilities. . . . . . . . . . 21 (a) Emergency Interrupt System . . . . . . . . . . . . 21 (b) Implementation Plan . . . . . . . . . . . . . . . . 22 (c) Emergency Standby Power . . . . . . . . . . . . . . 22 Section 18. Lock -out Devices. . . . . . . . . . . . . . . 22 - Section 19. Line Extension Policy . . . . . . . . . . . . . 23 (a) Currently Served Subscribers . . . . . . . . . . . 23 (b) Required Extensions of Service . . . . . . . . . . 23 (c) Subscriber Charges for Extensions of Service . . . 23 (d) Cooperation with Developer . . . . . . . ... . . 25 (e) Location of Drops . . . . . . . . . . . . . . . . . 25 (f) Time for extension . . . . . . . . . . . . . . . . 25 Section 20. Franchise Fee . . . . . . . . . . . . . . . . . 26 (a) Franchise Fee Payment Required . . . . . . . . . . 26 (b) Procedures for Making Franchise Fee Payments . . . 26 (c) Annual Revenue Statements . . . . . . . . . . . . . 26 (d) Acceptance of Payment Not Accord and Satisfaction . 27 (e) Payment on Termination . . . . . . . . . . . . . . 27 ii (f) Franchisee Fee Not In Lieu of Other Lawful Charges . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 21. Reports and Records . . . . . . . . . . . . . . 28 Section 22. Right to Inspect Financial Records and Facilities. . . . . 28 (a) Maintenance of Books and Records . . . . . . . . . 28 (b) City Inspection of Books and Records . . . . . . . 28 (c) Confidential Treatment . . . . . . . . . . . . . . 29 (d) City Inspection of Facilities . . . . . . . . . . . 29 Section 23. Customer Service Requirements. . . . . . . . . 29 Section 24. Transfer of Franchise. . . . . . . . . . . . 30 (a) Prior City Approval Required . . . . . . . . . . . 30 (b) Transfer Application Required . . . . . . . . . . . 30 (c) Unauthorized Transfers . . . . . . . . . . .�. 30 Section 25. Procedures for Requesting Approval of Transfer. 31 Section 26. Renewal of Franchise. . . . . . . . . . . . . 31 Section 27. Arbitration . . . . . . . . . . . . . . . . . . 31 Section 28. Rates . . . . . . . . . . . . . . . . . . . . . 31 Section 29. Enforcement Remedies. . . . . . . . . . . . . 31 (a) Liquidated Damages . . . . . . . . . . . . . . . . 31 (b) Procedures for Assessing Liquidated Damages . . . . 33 (c) Revocation or Termination of Franchise . . . . . . 33 Section 30. Written Notice of Acceptance. . . . . . . . . 34 Section 31. Severability . . . . . . . . . . . . . . . . . 34 Section 32. Effective Date . . . . . . . . . . . . . . . . 35 Section 33. Execution in Counterpart. . . . . . . . . . . 35 iii FRANCHISE AGREEMENT A FRANCHISE AGREEMENT ENTERED INTO BETWEEN THE CITY OF ALLEN, TEXAS, AND COMMUNICATIONS SERVICES, INC., PURSUANT TO THE CITY OF ALLEN CABLE COMMUNICATIONS ORDINANCE AND GRANTING A FRANCHISE TO COMMUNICATIONS SERVICES,INC., TO OWN, OPERATE AND MAINTAIN A CABLE TELEVISION SYSTEM IN THE CITY OF ALLEN, AND SETTING FORTH CONDITIONS ACCOMPANYING THE GRANT OF SUCH FRANCHISE AND PROVIDING FOR REGULATION AND USE OF SUCH SYSTEM. THIS AGREEMENT, effective this 20th day of July, 1995, is by and between the CITY OF ALLEN, TEXAS ("City"), and Communications Services, Inc., a Kansas corporation d/b/a TCI Cablevision of North Texas, ("CSI"). WHEREAS, pursuant to the Cable Communications Policy Act of 1984, 47 U.S.C. H521 et sea., as amended, the City may grant or - renew a franchise to construct, operate and maintain a cable television system; and WHEREAS, pursuant to state law and City ordinance,_ the City is empowered to grant cable television franchises and to regulate cable television systems in the public interest; and WHEREAS, on July 20, 1995, the City Council of the City of Allen, Texas ("Council") adopted Ordinance No. 1340-6-95, the City of Allen, Texas Cable Communications Ordinance, governing 1 the granting and regulation of cable television franchises for, and the installation, construction and operation of, cable television systems within the City (the "Ordinance"); and WHEREAS, CSI desires to renew its franchise to construct, install, maintain, and operate a cable system in the City, and has applied to the City for a renewal of its franchise to construct, install, maintain and operate a cable system in the City; and WHEREAS, the construction, installation, maintenance, and operation of such a system involves the use and occupation of the Streets of the City, over which the City exercises governmental control; and WHEREAS, the Council has evaluated CSI's application in light of the requirements of federal and state law and the Ordinance, and has conducted public hearings on CSI's application; and WHEREAS, the Council has relied on CSI's representations and has considered all information presented to it by CSI, by City staff, by its consultants, and by the public; and WHEREAS, based on said representations, the Council has determined that a renewal of CSI's nonexclusive franchise to construct, install, maintain and operate a cable system in the 2 City, subject to the terms and conditions set forth herein and in the Ordinance, is consistent with the public interest; and WHEREAS, on July 20, 1995, the Council determined to renew CSI's non-exclusive franchise to own, construct and operate a cable television system within the City, subject to the terms and conditions of the Ordinance and to the City and CSI reaching agreement on the terms of a franchise agreement; and WHEREAS, the City Manager has negotiated terms and conditions for the construction and operation of said cable television system with CSI. NOW, THEREFORE, in consideration of the City's renewal of CSI's franchise to own, construct, install, maintain and operate a cable system within the City, and to use and occupy the Streets of the City for that purpose, and in consideration of CSI's promise to provide cable service to residents of the City pursuant to the Ordinance and under the terms and conditions set forth herein, and in consideration of the promises and., undertakings herein, and other good and valuable consideration, the receipt and the adequacy of which is hereby acknowledged, the franchise is hereby granted and THE SIGNATORIES DO HEREBY AGREE AS FOLLOWS: 3 Section 1. Definitions. The definitions in the Ordinance, as such existed on the effective date hereof and except as otherwise set forth herein, shall govern this Franchise Agreement. In addition, the following definitions shall apply: (a) Franchisee means Communications Services, Inc., a Kansas corporation and its lawful and permitted successors, assigns and transferees pursuant to Sections 24 and 25 of this Agreement and Sections 8 and 24 of the Ordinance. (b) Ordinance or Cable Ordinance means City Ordinance No. 1340-6-95, governing the granting and regulation of cable television franchises for, and the installation, construction and operation of, cable television systems within the City. Section 2. Grant of Franchise. (a) Scope of Franchise. Subject,to the terms of this Franchise Agreement and of the Ordinance, the City hereby grants Franchisee a franchise for the right and privilege to own, construct, install, maintain and operate a cable system and provide cable service within the legal boundaries of the City, and such other areas as may hereinafter be annexed or incorporated by the City during the term of this franchise. 4 (b) Lawful Purposes. The cable system herein franchised shall be used and operated consistent with applicable law and for lawful purposes. (c) Conflicts. In the event of a conflict or ambiguity between the Cable Act and the Franchise Agreement, the Franchise Agreement shall control except to the extent preempted by federal law and regulation. Section 3. Term and Acceptance of Franchise. (a) Term. Subject to subsection 29(c) hereof this franchise shall be for a period of fifteen (15) years. It shall commence upon the date of Council adoption of Ordinance No. 1341- 6-95 approving grant of the franchise and this Franchise Agreement, provided that Franchisee accepts the Franchise pursuant to subsection (b) hereof. (b) Acceptance. Franchisee shall accept and execute this Franchise Agreement within forty-five (45) calendar days from the date of the Council ordinance approving the grant of the franchise. Section 4. Non -Exclusive Franchise. The Franchisee's right to use and occupy the Streets shall not be exclusive, and the City reserves the right to grant a similar or other use of said Streets, or any portions thereof, to k, any person, or to make such use itself, at any time during the term of this Franchise Agreement. Section 5. Franchise Subject to Cable Act, the Ordinance. Other Laws and Police Power, (a) Subject to Applicable Law. This Franchise is subject to, and shall be governed by, all terms, conditions and provisions of the Cable Act and all other applicable federal and state law, and any amendments thereto. (b) Subject to Ordinance. The Franchisee is subject to, and hereby agrees that it will comply with, the Ordinance as in effect on the date that Franchisee accepts this Franchise Agreement, provided, however, that if any term of this Agreement conflicts with a provision of the Ordinance, the Franchise Agreement shall control. (c) Subject to Police Power. The Franchisee shall at all times be subject to all lawful exercise of the police power of the City, and this Agreement is not intended to limit the City's lawful exercise of such power in any way. Section 6. Insurance. (a) Insurance Maintained. Franchisee shall obtain and maintain insurance of the types and minimum amounts required M in Section 10 of the Ordinance in such a manner as to comply with each and every requirement of that Section. (b) Certificate of Insurance. A certificate of insurance shall be filed and maintained with the City. The certificate of insurance filed pursuant to this subsection must contain a statement that the City shall receive at least thirty (30) days advance written notice of any cancellation of insurance or reduction in coverage. (c) Proof of Compliance. The Franchisee shall provide proof to the City of compliance with this Section within forty-five (45) days of the Franchisee's acceptance of this Franchise Agreement. Section 7. Indemnification of the City. Franchisee agrees to indemnify the City, its officials, officers, boards, commissions, commissioners, and employees pursuant to Section 10 of the Ordinance Section 8. Construction Bond. Pursuant to Section 12 of the Ordinance, Franchisee shall furnish a construction bond in favor of the City in the amount of Fifty Thousand Dollars ($50,000). The construction bond shall be furnished to the City within thirty (30) days of the commencement 7 of construction to upgrade or rebuild the Cable System. The construction bond shall be maintained until the City Manager has determined in writing that the cable system upgrade or rebuild required by Section 11 hereof is completed and for three (3) months after such determination. Such determination by the City shall not be unreasonably withheld. Section 9. Guarantee -in -Lieu -of -Bond and Security Fund. (a) Security Fund Required.' Pursuant to Section 11 of the Ordinance, Franchisee shall, within forty-five (45) days of the effective date of this Franchise Agreement, post a security fund composed of (i) a Guarantee -in -Lieu -of -Bond from TCI Communications, Inc., a Delaware corporation ("GIL Bond") in the amount of Fifty Thousand Dollars ($50,000); and (ii) a cash security fund ("CSF") in the amount of Five Thousand Dollars ($5,000) (the GIL Bond and CSF being collectively referred to herein as the "Security Fund"). The Security Fund shall serve as security for Franchisee's faithful performance of all provisions of this Franchise Agreement. (b) City's Right to Drawdown of the Fund. If after thirty (30) calendar days' written notice Franchisee fails to pay to the 1.1 City any fees or taxes due and unpaid, or any liquidated damages, damages, costs or expenses that the City has incurred by reason of any act, omission or default of Franchisee in connection with this Franchise Agreement; or fails after_ thirty (30) days notice of such failure by City, to comply with any provision of the Franchise Agreement which the City reasonably determines can be remedied by demand on the Franchisee, the City may immediately, at its sole election, either withdraw such amount from the CSF or request payment of the amount thereof from the GIL Bond. Upon such withdrawal or request for payment, the City shall notify Franchisee in writing of the amount and date thereof. (c) Disposition of Fund on Revocation. The Security Fund shall become the property of the City in the event the franchise is lawfully revoked. Franchisee is entitled to return of the balance of the Security Fund that remains following any other form of expiration of the franchise, provided that there is no outstanding default or unpaid amounts owed to the City by Franchisee. (d) Disposition of Fund on Other Termination. If the franchise terminates for reasons other than revocation, any Security Fund remaining will be returned to Franchisee within one (1) year of the termination date of the franchise, provided.there is no outstanding default or unpaid amounts owed to the City by Franchisee. (e) City's Rights Reserved. The rights reserved to the City under this Section are in addition to all other rights of the City, whether reserved in this Franchise Agreement or in the Ordinance, or authorized by other law, and no action, proceeding or exercise of a right with respect to the Security Fund will affect any other right the City may have. Section 10. Use of Streets. �. Franchisee agrees at all times to comply with and abide by Section 21 of the Ordinance. Section 11. System Rebuild and Upgrade. (a) System Upgrade. Franchisee shall upgrade its system so that, within twenty-four (24) months of the effective date of this Franchise Agreement, the system will be capable of delivering a minimum of seventy (70) activated channels of video programming to subscribers, and the system shall provide at least seventy (70) channels of video programming to subscribers. (b) No Limitation on Further Upgrade. Nothing in this Section shall prevent Franchisee from completing the upgrade of the cable system earlier than required in this Franchise 10 Agreement or from providing more channels or greater capacity than the minimum specified in this Franchise Agreement. (c) Most Favored Nations. Franchisee shall install and employ in its system at all times during the term of this Agreement, any state-of-the-art broadcast, system facilities, programming, transmission, security and other system technology (exclusive of pilot tests and/or demonstration projects) as defined, identified and installed by Franchisee in its (or its Affiliates') cable systems throughout the Dallas/Fort Worth Metroplex area. Franchisee shall install and employ digital compression, fiber technology, and additional activated channels throughout it system in the City no later than any such technology or additional channels are installed and employed by Franchisee (or its Affiliates) in the first fifty percent (50%) of their cable systems throughout the Dallas/Fort Worth Metroplex area. (d) Limitation of Cost Pass-Throughs. No cost associated with the rebuild or upgrade required by this Section, or any subsequent upgrade, shall be passed through to subscribers of the system, unless that cost pass-through is approved by FCC rules and regulations, and is also passed through to subscribers of other Metroplex communities served by systems of Franchisee. 11 Section 12. Minimum Facilities and Services. (a) Minimum Capacity at Effective Dates. At the effective date of this Franchise, Franchisee's cable system shall, at a minimum, (1) have a channel capacity of at least thirty-nine (39) video channels, with at least thirty-nine (39) activated downstream video channels in operation; (2) have at least two channels dedicated to public, educational or governmental access use; and (3) be addressable. (b) Free Service to Certain Facilities. Franchisee agrees to provide one outlet of Basic service and the lowest cable programming ("CPS") tier, without charge, to all current City offices and all schools holding five (5) or more full-time employees of the City or the schools and all such offices and schools that may be constructed or opened within the City during the term of this Franchise Agreement and that are passed by the Franchisee's cable system. The outlets of Basic Service and the lowest CPS tier shall not be used to distribute or sell services in or throughout such buildings, nor shall such outlets be located in areas open to the public. Users of such outlets shall take reasonable precautions to prevent any use of the Franchisee's system and such outlets in any manner that results in inappropriate use of the system or outlets or loss or damage 12 c to the System or that results in violation of applicable laws and regulations governing such use, including but not limited to, copyright laws. The Franchisee shall not be required to provide an outlet to such buildings where the drop line from the feeder cable to said buildings or premises exceeds 150 cable feet unless the appropriate governmental entity agrees to pay the incremental cost of such drop line in excess of 150 cable feet. Except as otherwise required herein, if additional outlets of Basic Service and the lowest CPS tier are provided to such buildings, the building owner shall pay the usual outlet installation fees associated therewith, including, but not limited to, labor and materials. (c) Closed Captioned Signals. All video signals received for transmission over the system to subscribers that contain closed circuit captioning information for the hearing impaired shall contain such information in the form received when transmitted over the system to subscribers. (d) System Compatibility. Franchisee shall configure its system so that subscribers with cable -ready television sets that, as of June 1, 1995, could receive basic service without the need of a converter can continue to receive, for a period of at least 13 three (3) years after the effective date hereof, at least the same number of channels without the need for a converter. Section 13. Technical Standards. Franchisee shall maintain and operate its cable system, at a minimum, in full compliance with the terms of Section 14 of the Ordinance and with all FCC technical, signal quality and system compatibility standards. Section 14. Proof of Performance Tests. Franchisee shall comply with Section 14 of the Ordinance and all applicable FCC rules governing proof -of -performance testing of cable systems. Section 15. Access Channels and Facilities. (a) Access Channels. Franchisee shall provide to the City, voluntarily and without charge, a minimum of three (3) and a maximum of five (5) activated downstream access channels, and, upon completion of the system upgrade required by Section 11 hereof, two (2) activated upstream channels on the system which the City or a designated access organization ("DAO") may elect.to use, in whole or in part, for video or audio services for public, educational and/or governmental access use on the following terms and conditions: 14 (1) Franchisee agrees that, beginning on the effective date hereof, it will provide two (2-) activated downstream access channels (the "Initial Downstream Channels"). (2) Upon six (6) months written notice and demand by the City, Franchisee shall provide additional access channels ("Additional Access Channels") up to a maximum of three (3) Additional Access Channels during the term of this franchise on the following basis: Whenever the Initial Downstream Channels (and, where applicable, any Additional Access Channel(s) already in use for access purposes) are in use for access purposes, with first -run programming, during 50 percent of the hours between 10:00 am and 10:00 pm during any consecutive 5 weeks running, or when the City otherwise reasonably demonstrates that there is demand for use of an Additional Access Channel, Franchisee shall provide an Additional Access Channel. (3) The access channels to be provided to the City as set forth in Sections 15(a)(1)-(2) hereof may be allocated by the City to any or all of the three categories of access use (public, educational or governmental) at the sole discretion of the City, provided that the City will ensure that at least one channel is dedicated to educational access. 15 (4) The Franchisee shall provide one transmission connection/drop in a designated building or facility for use by the City, and one such connection/drop in a designated building or facility for educational and/or public access use(such two locations hereafter referred to as "Designated Locations"). The Franchisee shall provide all the necessary equipment to ensure that the two Designated Locations for PEG access are capable of transmitting video and audio signals to the headend for live distribution over the System to Subscribers. The cost for any additional transmission connection/drop sites beyond the two Designated Locations shall be incurred by the requesting entity. Necessary trunk and distribution cables will be routed by Franchisee near the two Designated Locations, and drops will be extended by Franchisee to a service point inside the Designated Locations. All uses of the Access Channels by Franchisee mast comply with Section 611 of the Cable Act and with any guidelines established thereunder by the City or by public, educational, or governmental agencies authorized to use such Access Channels. (5) The City agrees to hold Franchisee harmless from any damage or liability arising out of use of its access channel provided that Franchisee exercises no editorial control over the programming giving rise to any such damage or liability. City 16 shall take reasonable precautions to prevent use of the channel(s) in any manner that results in inappropriate use of the cable system, or any loss or damage to the cable system. (6) Franchisee agrees that all PEG access channels will be provided to subscribers on the system as a part of basic service and that, if Franchisee publishes any program listing or guide or controls the content of any cablecast of any programming listing or guide, and provided further that such information is supplied to Franchisee, Franchisee will publicize programming on the access channels as a part of any ordinary printed program listings it provides or will include access channel programming listings in any monthly program guide Franchisee controls and sends to subscribers, provided that information concerning access channel programming is provided to Franchisee within the time that other programmers are required to provide such information for inclusion in such program listings or program guide. (7) The City reserves the right to designate or establish one or more DAOs for the purpose of developing, managing, administering or using all or any part of any access channel or access channels. (8) Studio Availability and Use. 17 (A) Franchisee shall make available a fully equipped local area production facility for use by the City and public access users. (B) Franchisee shall continue to inform the City and the public of any guidelines and training requirements they must meet prior to the use of any of Franchisee's equipment dedicated for use by the public. Franchisee will continue to provide qualified staff between 8:00 a.m. and 5:00 p.m., Monday through Friday, for training, video taping, editing, and production purposes. These services shall not be deducted from the franchise fee. (C) Franchisee will provide, free of charge, production crews to the City for off-site video shooting and subsequent production upon request for a period beginning on the effective date hereof and ending six months after equipment is installed at City facilities pursuant to Section 15(b)(3) hereof. (9) During those hours that an Access Channel is not being utilized for access purposes, the City may permit the Franchisee to utilize unused Access Channel capacity under rules and procedures established by the City. An Access Channel permitted by the City for "interim" use hereunder is to be restored to its original use whenever the demand for use, as m reasonably demonstrated by the City, indicates that an excessive number of people or programs are being denied access due to lack of channel capacity availability. (b) Access Facilities and Equipment. (1) Upon completion of the system upgrade required by Section 11 hereof, Franchisee shall provide all on-site cabling necessary to permit both live and delayed cablecast of all City Council meetings and other City or public meetings, events and programs held in a Designated Location to all subscribers in the City. (2) The upstream system electronic and distribution facilities and equipment and cabling provided by Franchisee shall be of sufficient quality and performance specifications to enable all material cablecast on the access channels provided pursuant to this Agreement to meet all video and audio signal quality standards adopted by the FCC when transmitted downstream to subscribers, including any such standards as may be adopted or amended during the term of this Franchise Agreement to the extent the Franchise is required to comply with such additional or amended standards. (3) Franchisee shall, within six (6) months of the effective date of this Agreement, provide the City with the 19 equipment set forth in Exhibit A hereto, and the Allen Independent School District with the equipment set forth in Exhibit B hereto. (4) The parties hereby agree that the facilities, equipment and monetary grant to be provided by Franchisee pursuant to this Section 15 hereof constitute capital costs which are required by the franchise to be incurred by Franchisee for public, educational, or governmental access facilities within the meaning of Section 622(g)(2)(C) of the Cable Act, 47 U.S.C. § 542(g)(2)(C); that such facilities, equipment and grant do not constitute a franchise fee within the meaning of Cable Act, state law, the Ordinance, or this Franchise Agreement; and that Franchisee hereby waives, and will not assert in any proceeding, any claim to the contrary. (c) Franchisee's Agreement to Bill Collect and Remit Any Access Support Charge. Franchisee agrees that the City may, by ordinance, impose on cable subscribers a per -subscriber Access Support Charge that, if imposed by the City, Franchisee will include as a line item in its subscriber bills, collect from subscribers, and remit to the City on a quarterly basis. Such an Access Support Charge, if imposed, (i) would not exceed 40 cents M ($0.40) per subscriber per month during the first five years of the franchise term, and would not exceed fifty cents ($0.50) per subscriber per month thereafter; (ii) and would be imposed equally on all subscribers of any and all cable operators franchised by the City. Franchisee further agrees that, if imposed, such an Access Support Charge would not constitute a franchise fee within the meaning of Section 622 of the Cable Act, 47 U.S.C. § 542, state law, the Ordinance or this Franchise Agreement; and Franchisee hereby waives any claim to the contrary. Any Access Support Charge collected by Franchisee shall not constitute, nor be included in, Franchisee's Gross Revenues for purposes of calculating franchise fees owed the City. Section 16. Commercial Leased Access. Franchisee shall provide commercial leased access channels as required by federal law. Section 17. Emergency Use of Facilities. (a) Emergency Interrupt System. Franchisee shall, at its own cost and expense, install an emergency interrupt system in the headend of the System for the benefit of the City. This emergency interrupt system may be remotely activated by the City 21 by installing a touch-tone telephone line. This telephone line will be at the expense of the City. In the case of an emergency or disaster, the City shall be able to use the remote telephone to provide emergency information and instructions during the emergency or disaster period. The City shall only permit designated persons to operate the emergency override system, and shall take reasonable precautions to prevent any use of the emergency override system in any manner that results in inappropriate use of the override system, or any loss or damage to the Cable System. (b) Implementation Plan. Within three (3) months of the effective date of this Franchise Agreement, Franchisee shall furnish to the City a written plan setting forth the procedures for implementing and using the audio override capability set forth in subsection (a) of this Section. (c) Emergency Standby Power. Franchisee shall provide standby power generating capacity at the cable system headend, capable of providing at least four (4) hours of emergency power supply. Section 18. Lock -out Devices. Franchisee shall make available at reasonable charge to any residential subscriber, upon the request of such subscriber, a 22 "parental guidance" or "lock -out" device which shall permit the subscriber, at his or her option, to eliminate the audio and visual transmissions from any channel reception. Franchisee shall advise all residential subscribers at least annually of the availability of such devices. Section 19. Line Extension Policy. (a) Currently Served Subscribers. Franchisee shall continue to make service available to all homes passed by the Franchisee's cable system as of June 1, 1995. (b) Required Extensions of Service. Franchisee shall extend its trunk or distribution line to subscribers at no cost to.said subscribers other than the usual installation charges in any area of the City having a density of at least 15 residences within 5280 cable -bearing strand feet (one cable mile), or proportionate fraction thereof, of Franchisee's trunk or distribution cable; provided that such extension is technically feasible, and if it will not adversely affect the operation, financial condition, or market development of the System, or as otherwise provided for under this Section 19. (c) Subscriber Charges for Extensions of Service. No subscriber shall be refused service arbitrarily. However, where (1) a subscriber requests to locate his cable drop underground 23 where other utilities are not so located; or (2) the distance from distribution cable to connection of service to a subscriber is more than 150 feet; or (3) density in the area is less than 15 residences per 5280 cable -bearing strand feet (one cable mile) of trunk or distribution cable, Franchisee may make service available on the basis of a capital contribution in aid of construction, including cost of material, labor, and easements. For the purpose of determining the amount of capital contribution in aid of construction to be borne by the Franchisee and Subscribers in the area in which service may be expanded, the Franchisee will contribute an amount equal to the construction and materials cost per mile, multiplied by a fraction whose numerator equals the actual number of residences per 5280 cable - bearing strand feet of its trunks or distribution cable, and whose denominator equals 15 residences or a proportional number of subscribers for fractions of a mile. Potential subscribers who request service hereunder will bear the remainder of the construction and other costs on a pro rata basis. The Franchisee may require that the payment of the capital contribution in aid of construction borne by such potential subscribers be paid in advance. 24 (d) Cooperation with Developer. For the extension of service into areas which are in the process of being developed, the Franchisee will cooperate with the developer to install cable for a capital contribution paid by the developer and upon such terms and conditions as agreed between the developer and the Franchisee. The amount of capital contribution to be paid by the developer for installation of future service provisions for reimbursement of such contribution shall be in accordance with the terms and conditions of the agreement between the Franchisee and the developer. Franchisee agrees that it will reimburse the developer for contributions made by the developer on an annual basis over a period of not less than three (3) years. (e) Location of Drops. Except as federal regulations may otherwise require, in any area where Franchisee would be entitled to install a drop above -ground, Franchisee will provide the Subscriber the option to have the drop installed underground, but may charge the homeowner the difference between the rate for the above -ground installation and the rate for the underground installation. (f) Time for extension. Franchisee must extend service to any person within the service area who requests it (1) within five (5) business days of the request, where service can be 25 provided by activating or installing a drop; (2) within thirty (30) days of the request within the existing City limits as of the effective date of this Franchise Agreement, or where an extension of one-half mile or less is required; or (3) within six (6) months for subsequently annexed areas where an extension of one-half mile or more is required. Section 20. Franchise Fee. (a) Franchise Fee Payment Required. In consideration of the privilege granted herein to use and occupy the Streets to own, construct, install, maintain and operate its cable system, Franchisee shall pay to the City a franchise fee equal to five percent (5%) of its Gross Revenues as defined in Section 2(q) of the Ordinance. (b) Procedures for Making Franchise Fee Payments. Franchisee shall pay the franchise fee to the City in full compliance with the requirements set forth in Section 16 of the Ordinance. (c) Annual Revenue Statements. The annual revenue statements required to be filed by the Franchisee with the City pursuant to Section 16(f) of the Ordinance shall be certified as 26 true and correct by a certified public accountant. Franchisee shall bear the cost of the preparation of such statements. (d) Acceptance of Payment Not Accord and Satisfac.i n. The acceptance by the City of any payment from Franchisee of the franchise fez shall not constitute a release or an accord and satisfaction of any claim the City may have against Franchisee for performance of any of its obligations under the Ordinance, this Franchise Agreement, or local, state or federal law, including, without limitation, Franchisee's obligation to pay the proper franchise fee amount owed. (e) Payment on Termination. Following the expiration and non -renewal or the lawful termination for any reason of its franchise, Franchisee shall pay the franchise fee owed as of the date that its operations ceased within ninety (90) calendar days of ceasing such operations. Such payment shall be accompanied by a certified Gross Revenues statement prepared by a certified public accountant showing the revenues received by Franchisee since the end of the previous fiscal year. (f) Franchisee Fee Not In Lieu of Other Lawful Charges. Franchisee expressly agrees that: (i) franchise fee payments shall be in addition to any and all other taxes and fees of a general nature and not applicable solely to cable television 27 operations within the City; and (ii) Franchisee shall not have or make any claim for any deduction or other credit of all or any part of the amount of said franchise fee payments from or against any of said City taxes or other fees or charges which. Franchisee is required to pay to the City, except as agreed herein or required by law. Section 21. Reports and Records. Franchisee shall furnish the City with all of the information as required under Sections 17 and 18 of the— Ordinance. Section 22. Right to Inspect Financial Records and Facilities. (a) Maintenance of Books and Records. Franchisee shall maintain a complete set of books and records, including plans, contracts, engineering, accounting, financial, statistical, and customer service records reasonably necessary for the enforcement of the franchise as required under Sections 17 and 18 of the Ordinance. (b) City Inspection of Books and Records. The City shall have the right to inspect, at Franchisee's local office, the books and records necessary and pertinent to the enforcement of the franchise and as may be required by the City to perform its 28 regulatory responsibilities under this Franchise and applicable state and federal law. The City agrees to carry out any such inspection during Franchisee's normal business hours and upon reasonable notice. Access by the City to those books and records of Franchisee necessary to the enforcement of the franchise and as required by the City to perform its regulatory responsibilities shall not be denied on grounds that such books and records contain proprietary or confidential information. (c) Confidential Treatment. Upon the Franchisee's written request, the City shall accord all books and records that it inspects under this Section the degree of confidentiality such books and records are entitled to under federal and state law. (d) City Inspection of Facilities. The City shall have the right to inspect Franchisee's facilities and property during Franchisee's normal business hours and upon reasonable notice. Section 23. Customer Service Requirements. Franchisee agrees to comply with each of the customer service requirements set forth in Section 18 of the Ordinance. 29 Section 24. Transfer of Franchise. (a) Prior City Approval Required. Except -as provided in Section 24 of the Ordinance, Franchisee shall not assign, sell or transfer its franchise, or any right, title, or interest in same, this Franchise Agreement, or its cable system, nor shall control. of Franchisee or any lawful successor be transferred, or assigned, without prior written notice to and approval of the City, and only then upon such terms and conditions as the City deems necessary and proper, such consent by the City not to be unreasonably withheld. (b) Transfer Application Recruired. Franchisee shall file an application to transfer its franchise or to transfer control of Franchisee in full compliance with Sections 9 and 24 of the Ordinance. (c) Unauthorized Transfers. In the event of an unauthorized transfer in violation of this Section or of the Ordinance, and after the City gives the Franchisee notice and opportunity to be heard or to cure, the entire amount of the security fund established pursuant to Section 11 hereof shall revert to the City, and Franchisee shall be subject to all applicable sanctions set forth in this Agreement and the 9M Ordinance, including without limitation Sections 22 and 25 of the Ordinance, and Section 29 of this Franchise Agreement. Section 25. Procedures for Requesting Approval of Transfer. Franchisee shall comply with the provisions of Section 8 and 24 of the Ordinance concerning transfers of franchises. Section 26. Renewal of Franchise. Renewal of the Franchise shall be governed by and comply with the provisions of Section 626 of the Cable act as amended unless preempted and superseded by subsequent provisions of federal or state law. Section 27. Arbitration. No dispute between the City and Franchisee under this Franchise Agreement shall be arbitrable. Section 28. Rates. Franchisee agrees to abide by Section 28 of the ordinance. Section 29. Enforcement Remedies. (a) L_�uidated Damages. Because the City will suffer damages from any violation by Franchisee of this Agreement, which damages may be difficult to quantify, the City and Franchisee agree to the following schedule of liquidated damages: 31 (1) For failure to substantially complete the system upgrade as required by Section 11 hereof or to substantially complete line extensions and offer service as required by Section 19 hereof, unless the City specifically approves a delay caused by the occurrence of conditions beyond Franchisee's control, Franchisee shall pay Five Hundred Dollars ($500) per day for each day, or part thereof, the deficiency continues. (2) For material failure to provide data, documents, reports or information in a timely manner as required by this Franchise Agreement, Franchisee shall pay Fifty Dollars ($ 50) per day, or part thereof, that each violation occurs or continues. (3) For material failure to provide signal quality consistent with and as required by this Franchise Agreement, or FCC rules, Franchisee shall pay Fifty Dollars ($ 50) per day for each day, or part thereof, that such noncompliance continues. (4) For failure to comply with any other material provision of this Franchise Agreement or the Ordinance within thirty (30) days of receipt of notice of such non-compliance, Franchisee shall pay One Hundred Fifty Dollars ($150) per day for each day, or part thereof, that such non-compliance continues. 32 (5) For failure to substantially comply with reasonable and lawful orders of the City within its police powers, Franchisee shall pay Fifty Dollars ($50) per day for each day, or part thereof, that noncompliance continues. (b) Procedures for Assessing Liquidated Damages. Before assessing liquidated damages against Franchisee, the City shall give Franchisee written notice of its intention to assess such damages. Following receipt of such notice, Franchisee and the City shall have a thirty (30) day period during which time 7 Franchisee and the City shall make good faith reasonable efforts to resolve the dispute in question or cure the noncompliance. If the dispute is not resolved in that thirty (30) day period, the City may collect liquidated damages owed, either through draw- down of the Security Fund as provided in Section 11 of the Ordinance and in Section 9 of this Agreement, or through any other means allowed by law. (c) Revocation or Termination of Franchise. In the event the City lawfully revokes or terminates the franchise, the procedures set forth in Section 25 of the Ordinance shall apply. 33 Section 30. Written Notice of Acceptance. Within forty-five (45) days of the Council ordinance approving the grant of this franchise, Franchisee shall provide the City with written acceptance of all the terms and conditions of this Franchise Agreement. Section 31. Severability. In the event that a court or agency of competent jurisdiction declares that any nonmaterial provision of this Franchise Agreement is unenforceable according to its terms or is otherwise void, or in the event a nonmaterial provision is preempted by federal or state laws, rules or regulations, said provision shall be considered a separate, distinct, and independent part of this Agreement, and such declaration shall not affect the validity and enforceability of all other provisions of this Agreement. In the event that a court or agency of competent jurisdiction declares that any material provision of this Agreement is unenforceable according to its terms or is otherwise void, or in the event a material provision is preempted by federal or state laws, rules or regulations, the City and the Franchise shall negotiate in good faith to agree to a revised provision that is mutually acceptable, and which is enforceable. By way of illustration and not limitation, the 34 following provisions shall be considered material for purposes of this Section 32: Sections 5(c) (Franchise Subject to Exercise of Police Powers), 11 (System Rebuild and Upgrade), 12 (Minimum Facilities and Services), 15 (Access Channels and Facilities), and 20 (Franchise Fee). Section 32. Effective Date. The effective date of this Franchise shall be the date on which the Council passes an ordinance approving this Franchise Agreement, provided that Franchisee timely accepts as provided herein. Section 33. Execution in Counterpart. This Franchise Agreement, accepted this 20th day of July, 1995, subject to applicable law, may be executed in counterpart. State of Colorado ) County of v1J ) SS COMMUNICATIONS SERVICES, INC. t I ;AC�A By Name Tom Van Bockern Title: Executive Vice President Dated: JURus o?ya l �iS'S 35 Subscribed before me this 202' day of OLL4cjtcSf, lays by 2n,-_ P)as of `�tL�.•••••• �• �nications Services, Inc. AS WITNESS may hand and Seal. - --0-0-0- _ "77- • of dy Public % •,• •.•'t�V��` MY COMMISSION EXPIRES: sion expires: June 1, 1997 llllli� * * * * * * * * * * * * * * PASSED, APPROVED AND ADOPTED in Regular Council Session this 2Oth day of July , 1995. CITY OF ALLEN TEXAS BY: � ayor - Joe Farmer, MAYOR ATTEST: Ci Seetary APPROVED AS TO FORM BY: City Attorney WAFS1\38581.8\104038-00001 36 SECOND PZADr1c DRAFT July 6, 1995 ORDINANCE NO. 1341-6-95 AN ORDINANCE GRANTING A FRANCHISE TO COMMUNICATIONS SERVICES, INC., TO CONSTRUCT, MAINTAIN, AND OPERATE A CABLE TELEVISION SYSTEM WITHIN THE CITY OF ALLEN UNDER THE PROVISIONS OF ORDINANCE NO. 1340-6-95. WHEREAS, pursuant to the Cable Communications Policy Act of 1984, 47 U.S.C. §§ 521 et seq., as amended, the City may grant or renew a franchise to construct, operate and maintain a cable television system; and WHEREAS, pursuant to state law and City ordinance, the City is empowered to grant cable television franchises and to regulate cable television systems in the public interest; and WHEREAS, on 1995, the City Council of the City of Allen, Texas ("Council") adopted Ordinance No. 1340-6-95, the City of Allen, Texas Cable Communications Ordinance, governing the granting and regulation of cable television franchises for, and the installation, construction and operation of, cable television systems within the City (the "Ordinance"); and WHEREAS, Communications Services, Inc. ("CSI") desires to renew its franchise to construct, install, maintain, and operate a cable system in the City, and has applied to the City for a renewal of its franchise to construct, install, maintain and operate a cable system in the city; and WHEREAS, the construction, installation, maintenance, and operation of such a system involves the use and occupation of the streets of the City, over which the City exercises governmental control; and WHEREAS, the Council has evaluated CSI's application in light of the requirements of federal and state law and the Ordinance, and has conducted a public hearing on CSI's application; and WHEREAS, based on said representations, the Council has determined that a renewal of CSI's nonexclusive franchise to construct, install, maintain and operate a cable system in the City, subject to the terms and conditions set forth herein and in the Ordinance, is consistent with the public interest; and WHEREAS, on 1995, the Council determined to renew CSI's non-exclusive franchise to own, construct and operate a cable television system within the City, subject to the terms and conditions of the Ordinance and to the City and CSI reaching agreement on the terms of a franchise agreement; and WHEREAS, the City Manager has the negotiated terms and conditions for the construction and operation of said cable television system with CSI. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, THAT: SECTION 1: The attached Cable Television Franchise Agreement between the City of Allen, Texas, and Communications Services, Inc., which grants CSI a cable television franchise for a term of fifteen (15) years, and which Agreement is attached hereto and made a part of this Ordinance, be and the same is hereby approved and the Mayor is hereby authorized to execute said Agreement on behalf of the City. SECTION 2. CSI shall have forty-five (45) days from the effective date hereof to execute and accept such Agreement. SECTION 3. Ordinance Nos. 247 and 291 are hereby extended for a period not to exceed forty-five (45) days from the effective date hereof. SECTION 4. Upon CSI's acceptance of the attached Agreement, Ordinance Nos. 247 and 291 shall be repealed. SECTION 5. This Ordinance shall become effective on the later of (a) the date of its adoption; and (b) the date on which Ordinance No. becomes effective. SECTION 6. If any part, section, subsection, or other portion of this Ordinance or any application thereof to any person or circumstance in declared void, unconstitutional or invalid for any reason, such part, section, subsection, or other portion, or the prescribed application thereof, shall be severable, and the remaining provisions of this Ordinance, and all applications thereof not having been declared void, unconstitutional or invalid, shall remain in full force and effect. The City declares that no invalid or prescribed provision or application was an inducement to the enactment of this Ordinance, and that it would have enacted this Ordinance regardless of the invalid or prescribed provision or application. SECTION 7. The City Secretary shall cause this Ordinance to be published in a manner prescribed by law. PRESENTED AND GIVEN SECOND READING ON THE 6TH DAY OFTULYY, 1995 AT THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS. APPROVED: G C� Joe Farmer, MAYOR ATTEST: J y Mor on, CMC, CITY SECRETARY Ordinance No. 1341-6-95 Page 2 FIRST READING DRAFT June 15, 1995 ORDINANCE NO. 1341-6-95 AN ORDINANCE GRANTING A FRANCHISE TO COMMUNICATIONS SERVICES, INC., TO CONSTRUCT, MAINTAIN, AND OPERATE A CABLE TELEVISION SYSTEM WITHIN THE CITY OF ALLEN UNDER THE PROVISIONS OF ORDINANCE NO. 1340-6-95. WHEREAS, pursuant to the Cable Communications Policy Act of 1984, 47 U.S.C. §§ 521 et seq., as amended, the City may grant or renew a franchise to construct, operate and maintain a cable television system; and WHEREAS, pursuant to state law and City ordinance, the City is empowered to grant cable television franchises and to regulate cable television systems in the public interest; and WHEREAS, on 1995, the City Council of the City of Allen, Texas ("Council") adopted Ordinance No. 1340-6-95, the City of Allen, Texas Cable Communications Ordinance, governing the granting and regulation of cable television franchises for, and the installation, construction and operation of, cable television systems within the City (the "Ordinance"); and WHEREAS, Communications Services, Inc. ("CSI") desires to renew its franchise to construct, install, maintain, and operate a cable system in the City, and has applied to the City for a renewal of its franchise to construct, install, maintain and operate a cable system in the city; and WHEREAS, the construction, installation, maintenance, and operation of such a system involves the use and occupation of the streets of the City, over which the City exercises governmental control; and WHEREAS, the Council has evaluated CSI's application in light of the requirements of federal and state law and the Ordinance, and has conducted a public hearing on CSI's application; and WHEREAS, based on said representations, the Council has determined that a renewal of CSI's nonexclusive franchise to construct, install, maintain and operate a cable system in the City, subject to the terms and conditions set forth herein and in the Ordinance, is consistent with the public interest; and WHEREAS, on 1995, the Council determined to renew CSI's non-exclusive franchise to own, construct and operate a cable television system within the City, subject to the terms and conditions of the Ordinance and to the City and CSI reaching agreement on the terms of a franchise agreement; and WHEREAS, the City Manager has the negotiated terms and conditions for the construction and operation of said cable television system with CSI. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, THAT: SECTION 1: The attached Cable Television Franchise Agreement between the City of Allen, Texas, and Communications Services, Inc., which grants CSI a cable television franchise for a term of fifteen (15) years, and which Agreement is attached hereto and made a part of this Ordinance, be and the same is hereby approved and the Mayor is hereby authorized to execute said Agreement on behalf of the City. SECTION 2. CSI shall have forty-five (45) days from the effective date hereof to execute and accept such Agreement. SECTION 3. Ordinance Nos. 247 and 291 are hereby extended for a period not to exceed forty-five (45) days from the effective date hereof. SECTION 4. Upon CSI's acceptance of the attached Agreement, Ordinance Nos. 247 and 291 shall be repealed. SECTION 5. This Ordinance shall become effective on the later of (a) the date of its adoption; and (b) the date on which Ordinance No. becomes effective. SECTION 6. If any part, section, subsection, or other portion of this Ordinance or any application thereof to any person or circumstance in declared void, unconstitutional or invalid for any reason, such part, section, subsection, or other portion, or the prescribed application thereof, shall be severable, and the remaining provisions of this Ordinance, and all applications thereof not having been declared void, unconstitutional or invalid, shall remain in full force and effect. The City declares that no invalid or prescribed provision or application was an inducement to the enactment of this Ordinance, and that it would have enacted this Ordinance regardless of the invalid or prescribed provision or application. SECTION 7. The City Secretary shall cause this Ordinance to be published in a manner prescribed by law. PRESENTED AND GIVEN FIRST READING ON THE 15TH DAY OF JUNE, 1995 AT THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS. APPROVED: he Farmer, MAYOR r ATTEST: Jt(dVMorrjgan, CMC, CITY SECRETARY Ordinance No. 1341-6-95 Page 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 CABLE TELEVISION FRANCHISE AGREEMENT 24 BETWEEN THE CITY OF ALLEN, TEXAS 25 AND COMMUNICATIONS SERVICES, INC. 26 27 28 D R A F T June 13, 1995 RECEIVED JUN 1 4 1995 CITY MANAGER w n TABLE OF CONTENTS D R A F T June 13, 1995 PAGE Section 1. Definitions . . . . . . . . . . . . . . . . . . 4 Section 2. Grant of Franchise. . . . . . . . . . . . . . Section 3. Term of Franchise . . . . . . . . . . . . . . . Section 4. Non -Exclusive Franchise. . . . . . . . . . . . Section 5. Franchise Subject to Cable Act';Ia-nd the ordinance:, tit er haw ... s* ........ . . a*"**:,n,:"iffV:,�,:o,:*:Ilq.,e ow r. ............... SectionInsurance . . . . . . . . . . . . . . . . . . . section Indemnification of the City. . . . . . . . . . Section 440. SLC ibis 3ctjri Bond . . . . . . . . . . . . . . . and Section 'i ............. lieu w ........................... Section 442-i"G. Section 441T. Section 47 Section 44.11. Section 141 Section 4rW-1:3. Section 441.14"... Section X87. section Section 24 Section Section 27E i. Use of Streets . . . . . . . . . . . . . . . . Ah. System RebuildIF" W 4:0 . . . . . . . . . . Minimum Facilities and services . . . . . . . Technical Standards . . . . . . . . . . . . . . Proof of Performance Tests. . . . . . . . . . Access Channels and Facilities. . . . . . . . Commercial Leased Access. . . . . . . . . . . Emergency Use of Facilities. . . . . . . . . . Lock -out Devices . . . . . . . . . . . . . . . Line Extension Policy . . . . . . . . . . . . . Franchise Fee . . . . . . . . . . . . . . . . . Reports and Records . . . . . . . . . . . . . . i 4 5 7 7 8 9 10 10 12 12 14 15 16 16 23 23 24 24 27 30 D R A F T June 13, 1995 1 Section 3�:2. Right to Inspect 2 Financial Records and Facilities. . . . . 31 3 4 Section 34.21. Customer Service Requirements. . . . . . . . . 32 5 6 Section -3-40A. Transfer of Franchise . . . . . . . . . . . . . 32 7 8 Section -3-1-2.54. Procedures for 9 Requesting Approval of Transfer. 33 10 11 Section 3-24-t. Renewal of Franchise. . . . . . . . . . . . . 34 12 13 Section 34.2."77. Arbitration . . . . . . . . . . . . . . . . . . 35 14 .... 15 Section 34�-."" Rates . . . . . . . . . . . . . . . . . . . . . 35 16 17 Section 33,2'.9'.. Enforcement Remedies. . . . . . . . . . . . . 36 18 19 section 3-6.30, Areawide Interconnection. . . . . . . . . . . 38 20 ... 21 Section Written Notice of Acceptance. o . . . 39 22 23 Section G4 Effective Date . . . . . . . . . . . . . . . . 40 24 25 section Execution in Counterpart. o . . . . . . 40 26 ii 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 D R A F T June 13, 1995 FRANCHISE AGREEMENT A FRANCHISE AGREEMENT ENTERED INTO BETWEEN THE CITY OF ALLEN, TEXAS, AND COMMUNICATIONS SERVICES, INC., PURSUANT TO THE CITY OF ALLEN CABLE COMMUNICATIONS ORDINANCE AND GRANTING A FRANCHISE TO COMMUNICATIONS SERVICES,INC., TO OWN, OPERATE AND MAINTAIN A CABLE TELEVISION SYSTEM IN THE CITY OF ALLEN, AND SETTING FORTH CONDITIONS ACCOMPANYING THE GRANT OF SUCH FRANCHISE AND PROVIDING FOR REGULATION AND USE OF SUCH SYSTEM. THIS AGREEMENT, effective this day of 18 is by and between the CITY OF ALLEN, TEXAS ("City"), and , 1995, 19 Communications Services, Inc., a Kansas corporation d/b/a TCI 20 Cablevision of North Texas, ("CSI"). 21 WHEREAS, pursuant to the Cable Communications Policy Act of 22 1984, 47 U.S.C. §§521 et sea., as amended, the City may grant or 23 renew a franchise to construct, operate and maintain a cable 24 television system; and 25 WHEREAS, pursuant to s -0.aQ ........................an`Citjt. Q ;d�. a�l� , the City 26 is empowered to grant cable television franchises and to regulate 27 cable television systems in the public interest; and 28 WHEREAS, on , 1995, the City Council of the City of 29 Allen, Texas ("Council") adopted Ordinance No. , the City of 30 Allen, Texas Cable Communications Ordinance, governing the 31 granting and regulation of cable television franchises for, and 1 D R A F T June 13, 1995 1 the installation, construction and operation of, cable television 2 systems within the City (the "Ordinance"); and 3 WHEREAS, CSI desires to renew its franchise to construct, 4 install, maintain, and operate a cable system in the City, and 5 has applied to the City for a renewal of its franchise to 6 construct, install, maintain and operate a cable system in the 7 City; and 8 WHEREAS, the construction, installation, maintenance, and 9 operation of such a system involves the use and occupation of the 10 Streets of the City, over which the City exercises governmental 11 control; and 12 WHEREAS, the Council has evaluated CSI's application in 13 light of the requirements of federal and state law and the 14 Ordinance, and has conducted public hearings on CSI's 15 application; and 16 WHEREAS, the Council has relied on CSI's representations and 17 has considered all information presented to it by CSI, by City 18 staff, by its consultants, and by the public; and 19 WHEREAS, based on said representations, the $ouncil has 20 determined that a renewal of CSI's nonexclusive franchise to 21 construct, install, maintain and operate a cable system in the 22 City, subject to the terms and conditions set forth herein and in 1- 23 the Ordinance, is consistent with the public interest; and 6 D R A F T June 13, 1995 1 WHEREAS, on , 1995, the Council determined 2 to renew CSFs non-exclusive franchise to own, construct and 3 operate a cable television system within the City, subject to the 4 terms and conditions of the Ordinance and to the City and CSI 5 reaching agreement on the terms of a franchise agreement; and 6 WHEREAS, the City Manager has negotiated terms and 7 conditions for the construction and operation of said cable 8 television system with CSI. 9 NOW, THEREFORE, in consideration of the City's renewal of 10 CSI's franchise to own, construct, install, maintain and operate 11 a cable system within the City, and to use and occupy the Streets 12 of the City for that purpose, and in consideration of CSI's 13 promise to provide cable service to residents of the City 14 pursuant to t . ty at'0:i�Gt A.ri� ` 104i the terms and conditions set 15 forth herein, and in consideration of the promises and 16 undertakings herein, and other good and valuable consideration, 17 the receipt and the adequacy of which is hereby acknowledged, the 18 . franchise is hereby granted and 19 THE SIGNATORIES DO HEREBY AGREE AS FOLLOWS: 3 D R A F T June 13, 1995 1 Section 1. Definitions. 2 The definitions in the Ordinance, as such existed on 3 the effective date hereof and except as otherwise set forth 4 herein, shall govern this Franchise Agreement. In addition, the 5 following definitions shall apply: 6 7 (a) Franchisee means Communications Services, Inc., a .................. 8 a corporation and its lawful and permitted successors, 9 assigns and transferees pursuant to Sections 30 and 31 of this 10 Agreement and Sections 8 and 24 of the Ordinance. 11 (b) Ordinance or Cable Ordinance means City Ordinance No. 12 , governing the granting and regulation of cable television 13 franchises for, and the installation, construction and operation 14 of, cable television systems within the City. 15 Section 2. Grant of Franchise. 16 (a) Subject to the terms of this Franchise Agreement 17 and of the Ordinance, the,,.City hereby grants Franchisee a 18 franchise for the right and privilege to own, construct, install, 19 maintain and operate a cable system 20 within the legal boundaries of the City, and such other areas as 21 may hereinafter be annexed or incorporated by the City during the 22 term of this franchise. 0 D R A F T June 13, 19%5 1 (b) The cable system herein franchised shall be used 2 and operated consistent with applicable law and for lawful 3 purposes. 4 (c) In the event of a conflict or ambiguity between 5 the Cable Act and the Franchise Agreement, the Franchise 6 Agreement shall control except to the extent preempted by federal 7 law and regulation. 8 9 Section 3. Term of Franchise. 10 (a) Subject to subsection 3(b) and 533(c) hereof, this 11 franchise shall be for a period of a ,.. }`twenty (2-g} years. 12 It shall commence upon the date the Franchisee executes this 13 Franchise Agreement, which must occur within forty-five (45) 14 calendar days from the date of the Council resolution approving 15 the grant of the franchise. This franchise is subject to all 16 other requirements and conditions set forth in this Franchise 17 Agreement and in the Ordinance for a grant of a franchise to 18 become effective. 19 (b) PermalPerfermanee Rev 20 On the f±ft-h-and the -tem -anniversary e€ the e€€eetive date 21 ef its Franehise, the Gity may, 22 Franehisea and the publie, eemmenee an evaluatien of the 23 Fra n eh i s eels- p er f erma n ee-thereunder. The results a -errs 24 25 Theprimaryp e s e-ef this evaluati ems- shallb e t e -e a ns ! 9 D R A F T June 13, 1995 1 whether the Franehisee-- has -substantially eek=ear-er made 2 all reasenab l e-e€€erts-te eemp3y with all substantive 3 -eq- .-events of As-Franehse Agreement, ie-radingbut net - 4 limited te--the-teehnleltandards-and eustemer s . . 5 standards hereunder. The mest reeent annual repert required 6 under -Seetion !q efthe 9 dinanee-shall hepar -efts 7 .. luat . 8 Upen request, and -prier ta- he-pblie hem:gyre 9 Franehisee shall prevideme results e€--tire-nest reeen-t-preen-o= 10 rerfermanee test. During the year prier to a fermal perzertanee 11 andif it se desires, tkeGitymay infer -the Franehisee 12 that an ebeerver agpeinted by the --pity Manager shall be present 13 at the preef ef perfermanee- test -that --will be reperted--en-stthe 14 publie hP-+ri ng - t ened in this Seetien. Be=ere eeitiiEtene3iig the 15 preefef perfermaime test, the —rranei isee-shall give the Gitr 16 17 that ve an etserver present 18 If An. -eAya-1 untie weeding - has -revealed dcrreleneies-in the 19 Fr-fneh i reel s perfermanee under—its Franehise Agreement, the Gity 20 shall netify the Franehiseeand -request that the de€re}eneies be 21 eerreeted within reasenable pered--ef time. if -the 22 deflelene}es ilii►6Ive substantial -nen--eempli anee, er repeated nen .23 eempilanee with its -Franehse-Agreement and -are -net, er eannet 24 be, eerreeted within a reasenable perled ef t1rae, the elty may I D R A F T June 13, 1995 1 2 the revere. -Mien e€- the Franehise Agreement er ether apprepriate 3aetien. 4 Section 4. Non -Exclusive Franchise. 5 The Franchisee's right to use and occupy the Streets shall 6 not be exclusive, and the City reserves the right to grant a 7 similar or other use of said Streets, or any portions thereof, to 8 any person, or to make such use itself, at any time during the 9 term of this Franchise Agreement. in- the -event -the Git s 10 inte a permit, 11 3eind--with any ether persen er entity ether than theTranehisee, 12 13 14 Gerviee te any part ef the Gity, the material p s e is 'eree€ 15 shall be1 r b able tethese e,T e edherein, 16 ender that erre-eperatenet e- granted -an unfair eemp '-tea 17 advantage ever anether, and te Previde all parties equal pretee-t 18 undu=e lair'-. 19 Section 5. Franchise Subject to Cable Act, the 20 ordinance, other .I.a�ws and``oli�e re. 21 :....::.:..........::,. ...... .,....: ..<.: v:.:. 22 (a) Thelia Franchisee Agree-_::* is subject tofado 23 24 all terms, conditions and provisions of the Cable Act and 7 d D R A F T June 13, 1995 1 other applicable federal and state law, and any amendments 2 thereto. - 3Mi.:...:::::.:. .. ::. v.•rrr ::•r..::V. :. :v:: •..:•;.;:..:..r::••.•.:rni;n�., .•: •.:{•:{:::: r{: rr{:::r..r+vnm.r .... ...................:v...... :: ... 4c�t �: S+I1.. C►#1l1 ti+tft tfte +triari : Aar v........... »»,,,»... r..,.......,.,v....:.. v.,,..................»..........,...:.,»,,.,,...,,.,................�».»:�: 6-{-b} The Franchisee shall at all times be subject 7 to all lawful exercise of the police power of the City, and this 8 Agreement is not intended to limit the City's lawful exercise of 9 such power in any way. 10 11 Section 8. Insurance. 12 (a) Franchisee shall obtain and maintain insurance of 13 the types and minimum amounts required in Section 10 of the 14 Ordinance in such a manner as to comply with each and every 15 requirement of that Section. 16 (b) A certificate of insurance shall be filed and 17 maintained with the City. The certificate of insurance filed 18 pursuant to this subsection must contain a statement that the 19 City shall receive at least thirty (30) days advance written 20 notice of any cancellation of insurance or reduction in coverage. 21 (c) The Franchisee shall provide proof to the City of 22 compliance with this Section within 23 days of the Franchisee's acceptance of this -fFranchiserenewal 24 aAgreement. 8 1 2 D R A F T June 13, 1995 section -% . Indemnification of the City. <::. PeEsUaflt teSee- en !9 of the rdinanee,Franchisee agrees 3 d...a:nd ttn f atits-se1e eest and -expense -te-€trjjy-indemnify, 4 defend an held harmless -the City, its officials, officers, 5 boards, commissions, commissioners, and and employees aef inst any and all6 pst sob» of `'...tcria 7 aetlens, elai-ns;- suits-ee-, hies, liabilities and judgments €er 8 damages at ego4T er . 9 -(a) Anyzaif! preeesses, er preaewes, aets-er- 10 11 12 13 14 15 16 17 18 19 20 21 eenstruetleii---1Rstallatlen,-maint-enanee, r eperatien ef Fra " eh ; s e e' s eab l e-system;--er eentraeters er agents whether er net sueh aet er emissien is autherized, Agreement erby- required the a, -9rdinanee , a erprehibited-by- this Franehise 0 D R A F T June 13, 1995 1 section 3Q Bond. 2 Pursuant to Section 12 of the Ordinance, Franchisee shall 3 furnish a construction bond in favor of the City in the amount of 4 Fifty Thousand Dollars ($50,000). The construction bond shall be 5 furnished to the City within thirty (30) days of the commencement 6 of construction to upgrade or rebuild the Cable System. The 7 construction bond shall be maintained until the City Manager has 8 determined in writing that the cable system upgrade or rebuild 9 required by Section i4 hereof is completed and f or three (3 ) 10 months after such determination. Such determination by the City 11 shall not be unreasonably withheld. 12 section Y vn::i•}}:±i.};: vv }:::w w;..} :.; •{:.Wx:::.w w µ� ':::::?}:r....vxw:..w:.. .•n.n:.%rt:^':tyxpY ..: rvw :t: v}Y' wxx �}:vW,Y.+•.y.H..;xx.:vn. •.'1.:.}•::.v �:.v..uw•::nx. ,: •ttw., 13 x,,..:::N:::.,.y.x.,:x,ww..txx.w�,,.tt.":'�.,}Y'NM�}Y.tFir. 14 :r € t C J " j�..; ; :ik�;<t #"j.: :Md hm" �:t.:�f}....r}�I�� +•�w+��wy-'," .}y}}:,�M!x ::,.,.,Mv.,,vvn+mm�„ii,,,»v.,:.::ixi:::4:,::.;ixx..::}..nnvwm•.vn,v::::t;•}}iv.,,iK•.tiintot......w..,L::.:i:.v} ; ..••.. •.•......••. 15 F ::••vyx}}};.}}}};:+}y: •:.}:i.}::4• •v :.. xvw,,,,w:. v:nw. „• Y x rCi9 G I....},}'.t71'i` WQt}`':;ic c£ w •�.. .:},.. 16 ara; 'OuWt -=f i L i =8 ,w. .0. y ; 17 .f•t:ty..:.:.};. w�.,,wx:x...w:xx, O mount:�.Y: 18 . }.:v}}}:......::;.:..:.:.:..v�v..,:�.v�w.,.:}�..::}:x:::.,.:.,.:M.:m.,:..�w:.�,�xx:}:�>:w.ttt.::xx.,�..,:......x...�v.::x:::x::.::..x.,v...:..r..:�x.Yx:xx.::::�.:xx.x..::M„�..��,.:.vN}:}.vx.Nwx:}Y,x:riv}: 19 3Vt.Vx? 'f3>"J11 a.Z.:�..:fi.;•. ,;: x. tw ••„ ;. 20nc .. 21 ns sa'::piczz` +a. aiaxx' ._v ,:< :. th o. 22 23 r-r-anehisee-shall preyid�e- the -Gity a guarantee in -lieu ef- 24 bend seeurity fund in theater of Fifty T d , , 10 D R A F T June 13, 1995 1 , —see r i ty £ethe —faithful perfermanee—e=- a14 2 . The grantee In-liete€- 3 bend shall be furnished te the Gity within ferty-five (45) thirty 4 (-39) days of effeetive- date -ef this franehise agreement. 5 () If after thirty (30) calendar days' written notice 6 Franchisee fails to pay to the City any fees or taxes due and 7 unpaid, or any liquidated damages, damages, costs or expenses 8 that the City has incurred by reason of any act, omission or 9 default of Franchisee in connection with this Franchise 10 Agreement; or fails after thirty (30) days notice of such failure it by City, to comply with any provision of the Franchise Agreement 12 which the City reasonably determines can be remedied by demand on 13 the Franchisee, the City may immediately`--' ---- 0,01,10n ;?!•"'1" '•'v •:;}:?6::M.}..n..:?':•iY.: •{n}:x.;{{{r:mv.wn• ............ .... 14 1 ? W, -.1; Oi w a z request payment of P Ym 15 the amount thereof from the guarantee—i n-' ie_-efs bend 16 Upon such Ai:.#Va. t request for payment, the City shall 17 notify Franchisee in writing of the amount and date thereof. 18 €+c.".::;F s...a ...ra` erg°.AY I::::::..::.W.:>. 19«7F'c`7::::3tiwJ.t?'V`tk,:�:::x::::� ,N It :.::.; 20 cx ri�:::e V S`z:ti°:.{.:N �....;..;,..,.:. ... .ret�a� e, dol O Y h 21 '....::.,M,x,�.,..y ori:=::: •: , .. : .. txr.f�x. t:Y1i�e .fns....... ova:t' "thy m:.....,.:..:: :.:::: ..::..., .: ,. ,..:.:::..::::. :..: 22 fiw �tlt3#'G52c'l }'r1 3. �: 11 D R A F T June 13, 1995 12 Seatien 12. Payment Of Gensultant and Legal Fees. 13 Section 33 t. Use of Streets. 14 Franchisee agrees at all times to comply with and abide by 15 Section 21 of the Ordinance. 12 D R A F T June 13, 1995 13 D R A F T June 13, 1995 1 Section 4�3`1. Minimum Facilities and Services. 2 (a) At the effective date of this Franchise, Franchisee's 3 cable system shall, at a minimum,(I)' have a channel capacity of 4 at least thirty-nine (39) video channels, with at least thirty - 5 nine (39) activated downstream video channels in operation; (-3) 6 have at least two channels dedicated to public, educational or 7 governmental access use; and (t4) be addressable. 8 (b) Franchisee agrees to provide one outlet of Basic iAd 9 Pp cdi iK d cable service, without charge, to those City 10 offices and publieschools institutiens set forth in Exhibit to 11 this Franchise Agreement, and to all offices holding=' 12 { or more full-time employees of the City and or 13 pub schools that may be constructed or opened within the City 14 during the term of this Franchise Agreement and that are passed 15 by the s#G f -m cable system. The outlets of Basic 16`':"{ Service shall not be used to distribute or 17 sell services in or throughout such buildings, nor shall such 18 outlets be located in areas open to the public. Users of such 19 outlets shall take reasonable precautions to prevent any use of 20 the ai `- system and such outlets in any manner 21 that results in inappropriate use of the system or outlets or 22 loss or damage to the System or that results in violation of applicable laws and regulations governing such use, including but 24 not limited to, copyright laws. The Franchisee shall not be 14 D R A F T June 13, 1995 1 required to provide an outlet to such buildings where the drop 2 line from the feeder cable to said buildings or premises exceeds 3 150 cable feet unless the appropriate governmental entity agrees 4 to pay the incremental cost of such drop line in excess of 150 5 cable feet. Except as otherwise required herein, if additional c......................6 outlets of Basic . ..._ Service are provided to such 7 buildings, the building owner shall pay the usual installation 8 fees associated therewith, including, but not limited to, labor 9 and materials. 10 (c) All video signals received for transmission over the it system to subscribers that contain closed circuit captioning 12 information for the hearing impaired shall contain such 13 information in the form received when transmitted over the system 14 to subscribers. 15.vv.AwgtieV`sl'::.cnci»srsNO a ::t 16 siibdd I:S I ::..................:..::..;::::......::.::.:...: w :::.:. r ..-.... t 21 Section Technical standards. 22 .Franchisee shall maintain and operate its cable system, at a 23 minimum, in full compliance with eh of "" Duos"` a on " 24 0 3 d3nice: d - .,"`a: FCC technical ,:. ai .`.: Standards"- . tandards > 15 D R A F T June 13, 1995 1 (b) Franehiseele eable-system alis- eet er , 2 emeeed-all t��eal and signal EjUal lty standeL-ds of theFGG 3 Section Proof of Performance Tests. . :.n:.b.mnC....z::.,:..r �:.....,...:,;.rQ.,:.:.x,wa,4P r<s .`1�n 7 Section 36&*L Access Channels and Facilities. 8 (a) Access Channels. Franchisee shall provide to the City, 9 voluntarily and without charge, ihimum o three (3) d YM4%:::.::i.' J:: %4:: l .yxi rm •::rrr:• 10E33 -Mb. (' activated downstream access channels:'." and two 11 (2) activated upstream channels on the system which the City or a 12 designated access organization ("DAO") may elect to use, in whole 13 or in part, for video, audio services for public, educational 14 and/or governmental access use on the following terms and 15 conditions: 16 (1)' Franchisee agrees that, beginning on the effective 17 date hereof, it will provide two (2) activated downstream access 18 channels (the "Initial Downstream Channels"). 19 (4) Upon six (6) months written notice and demand by 20 the City, and pevided-ehanne! spaee is avallableFranchisee shall 21 provide additional access channels ("Additional Access Channels") 22 up to a maximum of five (5) Additional Access Channels during the 23 term of this franchise on the following basis: Whenever the 24 1 °` la wn rea h tries t ,.: where a O'dbl.�! .a :.. 16 D R A F T June 13, 1995 .......... . ...... C. . .............. . ..... . ...... ..... . . . . designated aeeess ehann are in use for 2 3 access purposes, with first -run programming, during 50 percent of 4 the hours between 10:00 am and 10:00 pm, during any consecutive .......... .... *****Hi**"""""'*"""'*,*'L""""""""*'*"'*"**'* ................. --G weeks running, when the. M... 5 5.1 so reiaomiab,"' ot . ......... ............ ..... . ... ........................ 6C 11d#3am. there is demand for use of an ak"dditional .......... . ....... ........... 7 ii!!..C.hannel, Franchisee shall provide an additional 8 speeially dell gnat'°�...ccess elthannel_'.. fei- the same purpese.If an 9 additional A66"*� S": dOhannel is designated for access -related 10 purposes, but after one year it is not programmed at least 25 11 percent of the hours between 10:00 am and 10:00 pm, it will 12 revert b a Xn': part to the Gerapany, 13 use until such time as the need for an additional channel is 14 again shown by the criteria above. 15 The access channels to be provided to the City as 16 set forth in Sections'. (a)(1)-(4`2) hereof may be allocated by 17 the City to any or all of the three categories of access use 18 (public, educational or governmental) at the sole discretion of 19 the City. 20 (6�) The Franchisee shall provide 21 one transmission connection/drop in a designated building or qp 22 facility for the City, one nee . . . ................................ 23 for education::a-l"'*%..-*,�eand one .... ........ iw bii .1414 or 24 4 -AS for public . . ........... ........................ . 17 D R A F T June 13, 1995 1 access. The Franchisee shall provide all the necessary equipment 2 to ensure that the transmission connection/drops provided to the 3 City and the ire—pub4-re &, are capable of 4 transmitting video and audio signals to the headend for°z�` 5 distribution over the System to Subscribers. The cost for # 6 additional transmission connection/drop sitesa...�' .........................:...::..::....:.....:....:........ 7 !;d,n. 6jr6 shall be 4ncurred by the requesting entity. The 8 transmission site for the public Access Channel shall be 9 designated by the Franchisee and located at a site in the Service 10 Area. Necessary trunk and distribution cables will be routed by 11 Franchisee near these ^ installations, where possible, or , 12 where the system is in the area, feeder lines will be extended by 13 Franchisee to a service point ens the building. No 14 charge will be made by Franchisee for the installation 15 iGj'tJ.#3i, disconnection, or monthly service of any such service 16 connection/drop in, dstributien eable—er feederline. All uses 17 of the Access Channels by Franchisee must comply with Section 611 18 of the Cable Act and with any guidelines established thereunder 19 by the City or by public, educational, or governmental agencies 20 authorized to use such Access Channels. 21 In wadi t ente-fie fereg ing "' _ . _____. '_�.he City 22 agrees to hold Franchisee harmless from any damage or liability 23 arising out of use of :.rd channel3YC'`,r,l F'k. .k•.xx....v rx....x. n.4..... iii.': ..: n.....w.».......... m... n.. n.:.n. n.:.....:......v.}:....xx... n 24 '0 lel #fib t Ciri'Y tV# 'Ghri City shall :... .. .. :::.::.::::: i::::i...... 18 D R A F T June 13, 1995 1 take reasonable precautions to prevent use of the channel(s) in 2 any manner that results in inappropriate use of the cable system, 3 or any loss or damage to the cable system. 4 (0;) Franchisee agrees that all downstream access 5 channels will be provided to subscribers on the system as a part 6 of basic service: t ;&t.r t eu� .... u3y t p l .st i :.�:...:........::...,:.::...:..............,......:...v : v:., ..:.::....:..:.::::::.,.:::.,.::;:::::.. :.,.... ........ 7 i ► s 0 t F -Wfto .. `:. 00. .: . i e . pz'o ri a dpz 8 Zs as a --par a any or ::nary :fi r to 9 w s: ar:.. » i c " access "0 antel 10 +'titx.y pct C�L� d G-�#� tt�ibsb r p'4X ::,1 11 fiyyyy yyyyyyyy +y+yy� ,y y.y y y y cy �y Wj� y. yy + y yay�yyy f y �y yr��y �+ y}ry .. 4.. i... ...... 12 Fis: °z pragxaammr�er ...axe x'ire 13rsr cueu 3.+az�. fax 33:t 1 on a ns�n: 14 15 (4.x) The City reserves the right to designate or 16 establish one or more DAOs for the purpose of developing, 17 managing, administering or using all or any part of any access 18 channel or access channels. 19 19 U 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 D R A F T June 13, 1995 Access Channel is not being utilized for access purposes, the City may permit the Franchisee to utilize unused Access Channel capacity under rules and procedures established by the City. An Access Channel permitted by the City for "interim" use hereunder is to be restored to its original use whenever the demand for 18 use, as 19 20 21 22 23 24 .....:::.::::......:..... : demonstrated byYie rzeoru recess Ghon -', indicates that an excessive number of people or programs are being denied access due to lack of channel capacity availability. (b) Access Facilities and Equipment. (1) Upon completion of the system upgrade required by Section 34: hereof, Franchisee shall provide all on-site 20 D R A F T June 13, 1995 1 cabling necessary to permit both live and delayed cablecast of 2 all City Council meetings and other City or public meetings, 3 events and programs held in the designated location within City 4 Hall to all subscribers in the City. Franchisee shall also 5 provide two (2) state-of-the-art character generators for public, 6 educational and/or governmental access use as determined by the 7 City. 8 (2) The upstream system electronic and distribution 9 facilities and equipment and cabling provided by Franchisee shall 10 be of sufficient quality and performance specifications to enable 11 all material cablecast on the access channels provided pursuant 12 to this Agreement to meet all video and audio signal quality 13 standards adopted by the FCC when transmitted downstream to 14 subscribers, including any such standards as may be adopted or 15 amended during the term of this Franchise Agreement to the extent 16 the Franchise is required to comply with such additional or 17 amended standards. :.,•tr.,•. :.•;.?.::?:.,,.;:,.; .;::,y:,:r:.•:an;;.:.,,.r,.•:•w •:.;••,;: ,y.,•,,,r» »�.w :.�. w..,.w.,.•.. ::. .. .......r��,::fs rry;;.;••.,:.. n•.•+»:c 18 s Z�,��:', V. --.in S.1 rovi, 19 .... ........... . P 20 ::.,;.. ; . :.... . . w,:....w,.....r,:..w........:......,...,.�.:::::..w»m m :..:::::::::..,...:..:..::.:..................::::;:: 21 :4n•%Ginv:.. iv.x \{tri::::O::?C:i•.z•:::::: n i:C?•i: i::vi.. rnv....v....: ii:::: is i...,w.. n.... n........... 22 ERRUMIX .. -pro • • ya• Fn'F.? f;ri+ilY. .H Q fx4?A23 triii° an .. 24,??t?...:?,,:;:?:r:?,?..?::....,:>::•,;?.;�,..::?.?a:::,,:;.,;:»,;??<.;t.;oy•y,x:•:r:•.::•:;.xy;:,,;::.;..y;.,.:.,yr: ;:,.,....;?: w.»:» A .. :+•tE,-:P3aM••••...I.•:C?w+a +:+•x:m.c•, . .........:::::::n....:...........::.�:n:.v..w.?,:.v...,, 21 D R A F T June 13, 1995 19..:t :::};}::,.vm 20 ,y �YF,�.y yy.� J1�i'�.� �i��vvyw�1{y.;.yyiy�}3;�.wvtv,.;}}}�iy}}r:•}:nn.nivy.:tt..Y.}}}:;i�:y;{:.Avtw:{.}x�xy},v�:navw,/.t�y� 'j.,Jl�j�} 'v�vy; :}K�};;}}}:y.}y}}}•vvi�}v}};mvv .a };,: ;{v:yx�.}}x;.vv. #tk3.ti/FIG 1ii.'.r la1RM�7,\IaA G7i �i 4 wtN+�.M! i�A�ir (i 1 i7 5rG� M7.K'n ' M �: .:..:::...:+»..»•:.vw•.: »wxnv vmvxyv y•v??r{ \.}}:LIC!NM'.OJ}'f,.•};x•vvv: •}:•l;.ynv:••L: •: n•,nxv.•:: .r... _ n .v};px,vxvr •x• x 21EC "P 21 4 F`J�IC7t�G:E::Aif«JC�:w .'...,.:.r::.. x.w.v...::::::.vvv,v.vvn•n•.,vrnv+.w.•:nt,t,,,w:.YvvxL•: rliMvv:nvxvvw ::::. nn.::: nw.v:.w: n:....nv.v. n.wnv.::::; r}}::: }:}}:: riv:•i:•....v...... ni }..:. rrrn::n.n.i;vrx.,wr.,v:::mv: }}}}}i:: }::::: rx::::. .. .v : •.v: LL<: .; ,,. vn .::: ..}.; ptv ...xrr x 22 rt....:,.�f�� _ tib_ t }................ n..:n::. n..:.•xnwxm:.wxnvn.::::::: Nm•:nvx:: n..v:.ti?.}:??}::::. �: r:.:.:.::.....vv........:: i}}: n....::..).: x.: x..., n?wl:: }:C:Lvnv: }:::n r:: n.:.itii4}}: n.:».vnK.ii::ti•}:•}}..w. x. r. x:., x: m}i}}}}..:: .;:•}}};;LL•>:•>:•}:+}:•;}tn:•v.•:;i,<::•?•:it}i:.}:.:y;•.;::,:::...t:v:.:Y:.Y:..•,.,,•. :. ...t,},.w.wn•: txtt,wm...i„x,,...,.,,..Y;� •. z 3..... nx..:..:. ... �:::: r:::::::::::.,,::::::.::::.,..::..,..,.•3.::::::::::::............:::.:........::....... ......... n.:m::...:::::::.::::::•:: }::..................... ?....:::.:.,.:::. »::: }:.::................... 22 D R A F T June 13, 1995 10 Section 34.. commercial Leased Access. 11 Franchisee shall provide commercial leased access channels 12 as required by federal law. 13 Section 24 Emergency Use of Facilities. 14 :raj' Franchisee shall, at its own cost and expense, install 15 an emergency interrupt system in the headend of the System for 16 the benefit of the City. This emergency interrupt system may be 17 remotely activated by the City by installing a touch-tone 18 telephone line. This telephone line will be at the expense of 19 the City. In the case of an emergency or disaster, the City 20 shall be able to use the remote telephone to provide emergency 21 information and instructions during the emergency or disaster. 22 period. The City shall only permit designated persons to operate 23 the emergency override system, and shall take reasonable 24 precautions to prevent any use of the emergency override system 23 D R A F T June 13, 1995 1 in any manner that results in inappropriate use of the override 2 system, or any loss or damage to the Cable System. 3 (b) Within three (3) months of the effective date of this 4 Franchise Agreement, Franchisee shall furnish to the City a 5 written plan setting forth the procedures for implementing and 6 using the audio override capability set forth in subsection (a) 7 of this Section. 8 (c) Franchisee shall provide standby power generating 9 capacity at the cable system headend, capable of providing at 10 least four (4) hours of emergency power supply. it Section Lock -out Devices. 12 Franchisee shall make available at reasonable charge to any 13 residential subscriber, upon the request of such subscriber, a 14 "parental guidance" or "lock -out" device which shall permit the 15 subscriber, at his or her option, to eliminate the audio and 16 visual transmissions from any channel reception. Franchisee 17 shall advise all residential subscribers at least annually of the 18 availability of such devices. 91 19 Section eal Line Extension Policy. 20 IOU < C.araric 21c� avaa. <a1 omst'iTM ee 22 ....: e r : slu 4s Q� . use...1� 7.�9� . 23 (ani) Reguired Extensions of Service. The sytema, 24 eenstruetedas e€— he date e€- he passage and final 24 D R A F T June 13. 1995 1 this Franehise, —substantially empl ieswith the a. , 2 r==.= hereef.Whenever the Franchisee shall receive a request 3 for service from at least 15 residences within _1_-;'`$E cable - 4 bearing strand feet (one quarter cable mile)`t..t..ap#+ 5011 .ti of its trunk or distribution cable, it shall 6 extend its System to such subscribers at no cost to said 7 subscribers for System extension, other than the usual connection 8 fees for all subscribers; provided that such extension is 9 technically feasible, and if it will not adversely affect the 10 operation, financial condition, or market development of the 11 System, or as otherwise provided for under this Section x 44. 12 (b) Subscriber Charges for Extensions of Service No 13 subscriber shall be refused service arbitrarily. However, €� 14 usual eireumstanees, sueh-a-sS k ice a subscribers requests to 15 locate his cable drop underground tnt..heC othe wu..s..e:Ft 16 ...., .c C i :..: .. 2 existenee-efmerethan 159 feet of the 17 distance from distribution cable to connection of service to 18 subscribers; -era= ; # ; k e t N:or fYY density 19 than than 15 residences per 3-32$'8fl: cable -bearing 20 strand feet ,.,M... 3?: of trunk or distribution cable, 21 Fahis #iy servicemay be made available on the basis of 22 a capital contribution in aid of construction, including cost of 23 material, labor, and easements. For the purpose of determining 24 the amount of capital contribution in aid of construction to be 25 D R A F T June 13, 1995 1 borne by the Franchisee and Subscribers in the area in which 2 service may be expanded, the Franchisee will r . . 3 ? s" ` : to a 00ft Ot�t��# �x1tt� T � �:��5 tjS�w,w�� V�tE�� U. 4 xtE«ni whose numerator equals the actual number of 5 residences per -1-� 'I'd cable -bearing strand feet of its trunks 6 or distribution cable, and whose denominator equals 15 residences "'for 6-7.7 'i 3LYnrwCb..x{.:r..$ '"avy �. 7. 8 ''GP -A, £subscribers who request service hereunder will bear 9 the remainder of the construction and other costs on a pro rata 10 basis. The Franchisee may require that the payment of the 11 capital contribution in aid of construction borne by such 12 potential subscribers be paid in advance. 13 () For the extension of service into areas which are in 14 the process of being developed, the -Franchisee will cooperate 15 with the developer to install cable for a capital contribution 16 paid by the develeperand upon such terms and conditions as agreed 17 between the developer and the Franchisee. The meunt of eapital 18 eentri but ente be paid -by --the develeperfer installation of 19 future se-.ee-previsiens--€ereimbursement of sueh eentri-butioa3 20 shall -be--�-aeee-danee- with the terms and eenditiens eche 21 agreement between Franehisee and the deveieper. Franehisee, 22 agrees -that it shall reimburse - he-deyeleper en an annual basis 23 eyes-a-peried of net less -than --three -years . 26 D R A F T June 13, 1995 1 (e) Location of Drops. Except as federal regulations may 2 otherwise require, in any area where Franchisee would be entitled 3 to install a drop above -ground, Franchisee will provide the 4 Subscriber the option to have the drop installed underground, but 5 may charge the homeowner the difference between the rate for the 6 above -ground installation and the rate for the underground 7 installation. 8 (f) Time for extension. Franchisee must extend service to 9 any person within the service area who requests it (1) within 10 five (5) business days of the request, where service can be 11 provided by activating or installing a drop; (2) within thirty 12 (30) days of the request within the existing City limits as of 13 the effective date of this Franchise Agreement, or where an' 14 extension of one-half mile or less is required; or (3) within six 15 (6) months for subsequently annexed areas where an extension of 16 one-half mile or more is required. 17 Section 2-42'0. Franchise Fee. 18 (a) In consideration of the privilege granted herein to use 19 and occupy the Streets to own, construct, install, maintain and 20 operate its cable system, Franchisee shall pay to the City a 21 franchise fee equal to five percent (5%) of its Bross revenues 22 as defined in Section 2() of the Ordinance. :: �: �: n.... :v •n ::..: •. '.}••nv{n+: :v:.,:: •: � �.,,.•;r.•:x...:.•.•,.....::.:v._•::; ..: ..,•.J .:.: ....... .:....::: ... ... y::.::::::•::.v:.v.w:::.;::::.m:.: :.;;:::: :wy: 2 3 c s' d ri .sukysection ( a .l...:. rftch. ari l t matted ........ ► V ltbd :, r s s cable. off. 1§ .7 ��7�'� :.�;1� 2 4..........::.....::;:::...:..:::,r::;.; . 27 D R A F T June 13, 1995 20 (bid Franchisee shall pay the franchise fee to the City in 21 full compliance with the requirements set forth'in Section 16 of 22 the Ordinance. 23 (e) The annual revenue statements required to be filed by 24 the Franchisee with the City pursuant to Section 16(f) of the 28 D R A F T June 13, 1995 1 Ordinance shall be certified as true and correct by a certified 2 public accountant. Franchisee shall bear the cost of the 3 preparation of such statements. 4 (d) The acceptance by the City of any payment from 5 Franchisee of the franchise fee shall not constitute a release or 6 an accord and satisfaction of any claim the City may have against 7 Franchisee for performance of any of its obligations under the 8 Ordinance, this Franchise Agreement, or local, state or federal 9 law, including, without limitation, Franchisee's obligation to 10 pay the proper franchise fee amount owed. The periea of 11 limitatien fer reeevery ef any franehise fee payable hereunder 12 shall be five yearB frem the date en whieh payment by t 13 =rang riBee is 'u'a'e. Unless within five yei irs frem and —after s e i 14 15 sueh—€ranehise fees in , eetrt of eempetent jurisdietien, saeh 16 17 asserting aims vhatseever-against the Franehisee relating 18 to any --such alleged l 7 - 19 (e- Following the expiration and non -renewal or the lawful 20 termination for any reason of its franchise, Franchisee shall pay 21 the franchise fee owed as of the date that its operations ceased 22 within ninety (90) calendar days of ceasing such operations. 23 Such payment shall be accompanied by a certified g ross Oevenues 24 statement prepared by a certified public accountant showing the 29 D R A F T June 13, 1995 1 revenues received by Franchisee since the end of the previous 2 fiscal year: 3 (g) Franchisee expressly agrees that: (i) 5tiD `iit+...t`:..v.:.; (i) such franchise fee payments 6 shall be in addition to any and all taxes of a 7 general nature and not applicable solely to cable television 8 operations within the City; (ii-:) Franchisee shall not have or 9 make any claim for any deduction or other credit of all or any 10 part of the amount of said franchise fee payments from or against 11 any of said City taxes or other fees or charges of gener='_ 12 applle•a ll i t j% •vt....,..' '':4i,��L. G1#,li:,.'I brir„7.., f�,r ..." .�. i:•. .. .{. rr,Y,+ 44F ��4Y.- 13rr:at +ara:rryr;` anc 4,10 dt 15 C � �t M 3yt �' C . :.w .s�:. rfra#�Chi.G�� tx�r :�� ....�w w}%..,,,.N::::}::.,-:::}.,.:r:rr.;:.}:..rr.....:.. .WAV-,and:o Z 16 ise ri 1ii ::..: .x...wn...mx,v.v::n»„v:m:.,,v:i:,v:x:rvw:::x,vn-.,wmfnw::•nv}:.v::.ii•}rvvii+n....ii•......w:.......v::...::::.vm......,..v.....mw.mn.,.,,.,.v:n.:.:::::.,v.v:.vw.:vn-.w.:.vnti:: rxv::.wn44nvirnwt . 17;nxs n• oCwr w:Y -or.w N.}r;<.:<.:<.}::�::} . I:.: 1:.:::; h}'}}}ivn.::}:wnw.v:::,:ry:':%•::i•rrrnJ.nw:::..,,:::,:.v";:: \: r%•::.v:}:nv...:..:...%^ .........:..::: r}::::. %..v......:. ,.}}:r.•x}%h'.}v,�.}}}xw}}:{: :v,:rr.}vxnv:rm!: x:: •,.q}y,%: y.,v.v,m:rxn•nx:vx•x . . . ...... . :..... .... .......... 19 Section Reports and Records. 20 Franchisee shall furnish the City with all of the 21 information as required under Sections 17 and 18 of the 22 Ordinance. 30 D R A F T June 13, 1995 1 Section 244.. Right to Inspect 2 Financial Records and Facilities. 3 4 (a) Franchisee shall maintain a complete set of books and 5 records, including plans, contracts, engineering, accounting, 6 financial, statistical, and customer service records asiaEa V 7 necessary for the enforcement of the franchise— et sir d t�€d4r 8 ed Sons.#� and"'� cry��e' �r,�i�iance:' 9 (b) The City shall have the right to inspect, at 10 Franchisee's local office, the books and records necessary and 11 pertinent to the enforcement of the franchise and as may be 12 required by the City to perform its regulatory responsibilities 13 under this Franchise and applicable state and federal law. The 14 City agrees to carry out any such inspection during Franchisee's 15 normal business hours and upon reasonable notice. Access by the 16 City to those books and records of Franchisee necessary to the 17 enforcement of the franchise and as required by the City to 18 perform its regulatory responsibilities shall not be denied on 19 grounds that such books and records contain proprietary or 20 confidential information. 21 (c) Upon the Franchisee's written request, the City shall 22 accord all books and records that it inspects under this Section 23 the degree of confidentiality such books and records are entitled 24 to under federal and state law. 31 D R A F T June 13, 1995 1 (d) t -The City shall have the right to inspect Franchisee's 2 facilities and property during Franchisee's normal business hours 3 and upon reasonable notice. 4 Section 2JA.1. Customer Service Requirements. 5 Franchisee agrees to comply with each of the customer 6 service requirements set forth in Section 18 of the Ordinance. 7 Section a8 4 Transfer of Franchise. 8 (a) Franchisee shall not assign, sell or transfer its 9 franchise, or any right, title, or interest in same, this 10 Franchise Agreement, C h....5#; nor shall control of 11 Franchisee or any lawful successor be transferred, assigned, 12 without prior written notice to and approval of the City, and 13 only then upon such terms and conditions as the City deems 14 necessary and proper. A 11tans€er-11—er "assignent"fer 15 eftrrrssa-etsen-ss:arshave ^ an 16 the rules -and regulat i eats -e f the Federal Gemmunieat row 17 Gemmissien appileable t^ transfers and assignments -oz-eable 18 }^' ^ : s! Pave-r_keenses. Previdedfurthmss; the 19 transfer of ewnership er ether interest in Fransae-� 20 eenneetlen with an internal reerganizatien er internal merger te 21 a direet er indireet parent, subsidiary er affiliated ent-i-ty 22 under eemmen eentre! with thefranehisae shall net be a-trc�nsfer 23 32 D R A F T June 13, 1995 1 n^otifl=d-erthe -purpesed transfer nester than ( 3 9) days 2 prier te thd transfer efewnership erether interea " l ` the ; 3 transferee shall -insure -that -insuranee ee :=erage-and all -ether 4 eemmltments-nder the-rare#ise Agreement eentinue in fereeana 5 witheut i n aw_._L t : es,and pev-ide-evidenee-to-ire-safae e€ -the GitT 6 ne-cater than thirty (3 9) days prier thepurpesad transfer 25 trans€ems--eentrel eiFranehisee. 33 D R A F T June 13, 1995 1 (a) At least ene hundred twenty (120) ealendar days p --*-- 2 te the eentemplated-e€€eetive date o f a transfer, rranehi see 3 shall submit to the Git an epp �eati e�fz-o=-agg reval e €-tie 4eati en-sh shall, -all infermati c en and 5 ferns required under federallaw. 6 7 eensistent with the in=ermatlenalrequirements ogre FGG and 8 federal law abeut a prepesed transfers eh--additlena-I 9 infermatiet. s---easenably neeessary fer the -Gity-te deterrainewe 10ability, 11 but-sueh request shall net tell the it7's ebb-igatien-fie grant er 12 deny the--petitleT within x29- days -ef thefiling of the 13 applleat-'-... 14 Section 3-ZU.. Renewal of Franchise. 15 Renewal of the Franchise shall be governed by and comply 16 with the provisions of Section 626 of the Cable act as amended 17 unless preempted and superseded by.subsequent provisions of 18 federal or state law. in add t Rhe the-greeedures setferr -in 19 said-,6ee-tlen 626the ` agrees to neify theFranehisee ef 20 all ef itsassessments regarding -eke -identity effuture -eable 21 related -ee -ity needs and interests, as well -as, the -PaSt 22 23 term. The Gity further agrees- that sueh a pre . -- sessment 24 shall be previ rye-' te- the --Franehisee remptly se that the 34 D R A F T June 13, 1995 1Franehisee has e -time -to -self a prepesal tinder Sateen 2 the et- and -eemplPteTenewal e€- the Franehise 3 prier te expiratien ef Its term. Netwithstanding anything te the 4 5 agree that at any time during the term ef the then eurre 6 Franeh-isa --while af€erding- the -publie apprepate-netlee 7 eppertunity te eemment, the Gity and the Franehisee may agree te 8 undertake and finalize infermal negetiat-i —s -regarding z-eneral-oz 9 the then-eurrent- Franehise- and -the GAY may grant a renew 10 thereef. The- raneh-isee- and -the m-eensid r the terras set 11 f erth-in t-h-i-s-Seetlen te be-eens isten-;ith the empress 12 previsiens a€--Seen-62-6 e the -Gable -Aet. 13 Section -342. Arbitration. 14 No dispute between the City and Franchisee under this 15 Franchise Agreement shall be arbitrable. 16 Section a4 .. Rates. 17 (a) The City may regulate rates for the provision of Basle 18 Cable Service and equipment to the full extent expressly 19 permitted by applicable law. 20 (b) Franchisee further agrees that it shall not increase 21 rates or charges for basic cable service,isa]fla't 22 t Onne-C one or associated equipment without first providing at 23 least thirty (30) days' prior written notice to all subscribers 35 D R A F T June 13, 1995 1 and to the City., 2 Section 33r. Enforcement Remedies. 3 (a) Liquidated Damages. Because the City may suffer 4 damages from any violation by Franchisee of this Agreement, which 5 damages may be difficult to quantify, the City and Franchisee 6 agree to the following schedule of liquidated damages: 7 (1) For failure to substantially complete the system 8 upgrade as required by Section 44 hereof or to l n sIlk 9 complete line extensions and offer service as required by Section 10 Q4 hereof, unless the City specifically approves a delay caused 11 by the occurrence of conditions beyond Franchisee's control, 12 Franchisee shall pay 6" Hundred FiftyDollars per 13 day for each day, or part thereof, the deficiency continues. 14 (2) For material failure to provide data, documents, 15 reports or information in a timely manner as required by this 16 Franchise Agreement, Franchisee shall paye�uriie 17 Dollars ($ 58t) per day, or part thereof, that each violation 18 occurs or continues. 19 (3) For material failure to provide signal quality 20 consistent with and as required by this Franchise Agreement, or 21 FCC rules, Franchisee shall pay Fifty Dollars ($ 50) per day for 22 each day, or part thereof, that such noncompliance continues. 23 (4) For failure to comply with any other material 24 provision of this Franchise Agreement i" ."�l�e"V:f:��d naHa within 36 I� 1 D R A F T June 13, 1995 1 thirty (30) days of receipt of notice of such non-compliance, 2 Franchisee shall pay Gnetwd Hundred Fifty Dollars ($4-150) per day 3 for each day, or part thereof, that such non-compliance 4 continues. 7 Fife �c .i z (.$'Sq' ... x cta or... a h::::c y,=..car partt�ekd�£,::::��8 ti 9 (b) Before assessing liquidated damages against Franchisee, 10 the City shall give Franchisee written notice of its intention to 11 assess such damages. Following receipt of such notice, 12 Franchisee and the City shall have a thirty (30) day period 13 during which time Franchisee and the City shall make good faith 14 reasonable efforts to resolve the dispute in question or cure the 15 noncompliance. If the dispute is not resolved in that thirty 16 (30) day period, the City may collect liquidated damages tCr 17 : u raw a zx a€ t ie lS"0urit�r Fila:M : itOV 18 E:i t #1 11 Of Okc i .00 ..: rit ..:7 ri sedt�.i�ri,... i�e ... ::.. . 19 or through any means allowed by law. 20 (c) Revocation or Termination of Franchise. In the event 21 the City lawfully revokes or terminates the franchise, the 22 procedures set forth in Section 25 of the Ordinance shall apply. 23 37 D R A F T June 13, 1995 Section 3-fiwi'l '.:0"'. Areavide Interconnection. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 Tie F . ........ h r ....... ........ ..... . wm 0 H. vp . . d. a� . ............ ........ 38 D R A P T June 13, 1995 .......... .... ................ ...... . . . ..... . ..... . .. 2 t Mot Qn-b v. i I...': AM . . ......... 3 . ............. ......... .. ............ ..... ....... ......... . . ......... ........ ... 4 .... 7 8 Section 34 - Written Notice of Acceptance. 9 Within thirty (30) days of the Council resolution approving 10 the grant of this franchise, Franchisee shall provide the City 11 with written acceptance of all the terms and conditions of this 12 Franchise Agreement. 13 . . .... ............. 0 ..... % ........................ .......... . . ..... #"�" 14 if any part, seetlen, subseetion, er ether pertien of this 15 Franehise Agreement er any applieatien thereef te any persen e -r 16 eireumst—ee . - deelared veid, oneenstitutienal invalid er fer 17 any reasen, sueh seetien, part, subseetien, er ether pertien, er 18 the preseribed appileatien thereef, shall be severable, and the 19 ---1 previsiens ef this Franehise Agreement, and all 20 applieatiens thereef net having been deelared vei4-,- 21 uneenstitutlenal er invalid, shall remain in fui! feree and 22 effeet. The Gity deelares that ne invalid er preseribed 23 . . :k er applieatien was an indueement te the enaetment of 39 D R A F T June 13, 1995 *fie-Franehise- Agreement, and that it weuld have meted- this Fr,neh is Int regardless ewe-invalid-erpreseribed pres}ems--er applieatien. Section a Effective Date. The effective date of this Franchise is pursuant to.the provisions of applicable law. Section 44901. Execution in Counterpart. 11-1-6 This Franchise Agreement, accepted this day of , 1995, subject to applicable law, may be executed in counterpart. Communications Services, Inc. By Name Title: Dated: 40 D R A F T June 13, 1995 1 State of Colorado ) 2 County of ) SS 3 ) 4 5 Subscribed before me this day of by 6as of 7 Communications Services, Inc. AS WITNESS may hand and 8 Notary Seal. 9 10 11 Notary Public 12 13 My Commission expires: 14 15 * * * * 16 17 18 PASSED, APPROVED AND ADOPTED in Regular Council Session this 19 day of , 1995. 20 21 22 CITY OF ALLEN TEXAS 23 24 25 BY.: 26 Mayor 27 28 ATTEST: 29 30 31 32 City Secretary 33 34 APPROVED AS TO FORM BY: 35 36 37 38 City Attorney 39 40 41 WAFSIM622.2%1e4098-00001 41 i I EXH ALLEN CITY SYSTEM IBIT A Qty Model Description 2 AD -830 Color Camera 470 Lines 2 LZ1161A6XP Camera Lens 6:1 Zoom 2 KTA-12FISP Dome w/ Pan Tilt 2 KTD-0012 Drop Ceiling Kit 1 KTD-303 Camera Remote Controller 2 20VA Camera Power Supplies 1 MX -1 Video Mixer 1 TM -2000 Character Generator 3 TM -9U 9" Monitor 1 TM -131 13" Monitor 1 VES -58 S -VHS Edit Desk 1 1202 Mackie Audio Mixer 1 AG -455 Panasonic Camcorder 1 3140 Bogen Tripod System 1 Cables and Accessories 1 Installation TOTAL OF 1 SYSTEM EXHIBIT B VHS EDITING SYSTEM Qty Model Description 2 KV13M10 Sony 13" Monitors 2 SLV-R1000 Sony S -VHS Deck 1 XV-AL100 Sony Edit Controller 1 Installation TOTAL OF 5 SYSTEMS S -VHS SPECIAL EFFECTS EDITING SYSTEM Qty Model Description 1 A13-1 A/B Edit Controller 1 MX -1 Video Mixer 1 TM -2000 Video Titlemaker (Character Generator) 3 SVO-2000 Sony S -VHS Deck 3 TM -131 JVC S -VHS Monitor 1 M-267 Shure Mic Mixer 1 EV -635A Electro -Voice Mic 1 DS -5 Mic Desk Stand 1 E4102 Winsted Editing Console 1 41581 Winsted Editor Shelf 3 41581 Winsted VTR Shelf 1 Cables and Accessories 1 Installation TOTAL OF 1 SYSTEM AFFIDAVIT AND PROOF OF PUBLICATION THE STATE OF TEXAS COUNTY OF COLLIN BEFORE ME, the undersigned authority, on this day personally appeared DEBBIE TACKETT, who having been by me duly sworn, on oath deposes and says: That she is the General Manager of THE ALLEN AMERICAN, a newspaper published in COLLIN COUNTY, TEXAS, not less frequently than once a week, having a general circulation in said county, and having been published regularly and continously for more than twelve (12) months prior to publishing Ordinance #1341-6-95 of which the attached is a true and written copy, and which was published in THE ALLEN AMERICAN on July 26 & July 29, 1995 and which was issued on July 26, 1995 by City of n A l l e n of COLLIN COUNTY, TEXAS A printed copy of said publication is attached hereto. SUBSCRIBED AND ORN to before me this day A.D. 19� /--a, NOTARY PUBLIC in and for COLLIN COUNTY, TEXAS Publisher's fee $ 20 . 26 My COMMISSION EXPIRES Qesember5, 1G96 CITY OF ALLEN - PUBLIC NOTICE Notice is hereby given that the Allen City Council adopted the following ordinance at their regular meeting held on Thursday, July 20, 1995 (Title Only): Ordinance No. 1341-6-95: An Ordinance Granting a Franchise to Communications Services, Inc., to Construct, Maintain, and Operate a Cable Television System within the City of Allen under the Provisions of Ordinance No. 1340-6-95. A copy of s ordinance Purchased inl the office of he City Sebe cret- ary, City of Allen, One Butler Circle, Alle , Texas 75013. /s/ Judy Morrison City Secretary CITY OF ALLEN PUBLIC NOTICE Notice is hereby given that the Allen City Council adopted the following ordinance at their regular meeting held on Thursday, July 20, 1995 (Title Only): Ordinance No. 1341-6-95: An Ordinance Granting a Franchise to Communications Services, Inc., to Construct, Maintain, and Operate a Cable Television System within the City of Allen under the Provisions of Ordinance No. 1340-6-95. A copy of this ordinance may be read or purchased in the office of the City Secret- ary, City of Allen, One Butler Circle, Allen, Texas 75013. /s/ Judy Morrison City Secretary