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HomeMy WebLinkAbout1998 OrdinanceAK'1'1(:Lr: 1 V . r'AL(:UN (;A13L~ M~lllA (:A13Lr; r'KAN (:H15Y:* ARTICLE IV. FALCON CABLE MEDIA CABLE FRANCHISE* ATE T Co ~ Cor • w~cas P Yage 1 of 1 *Editor's note: Res. No. R-02-18, adopted Apr. 24, 2002, approved the transfer of the franchise granted under Ord. No. 0-98-21 to a related entity of AT&T C Cor oration. Res. No. R-01-38, adopted May 23, 2001, approved the transfer of Falcon Cable Media, a a i ornia limited pa Hers p, also known as Charter Communications, Inc., a Delaware corporation, system and franchise, to TCI Cablevision of Missouri, Inc. Formerly, Ord. No. 0-98-21, adopted Dec. 16, 1998, granted a franchise to Falcon Cable Media. At the request of the city such ordinance is not set out at length herein, but is on file and available for inspection in the office of the city clerk. Formerly, Art. IV contained Ord. No. 218-E, adopted Sept. 23, 1981, which granted anon-exclusive franchise to Cable TV Fund VIII-A, a Limited Partnership, Jones Intercable, Inc. Such franchise was assigned to Falcon Cable Television by Res. No. R-87-74. Res. No. 99-42, § 1, adopted July 28, 1999, the city council approved the sale of Falcon Cable Media, to Charter Communications, Inc., as set forth in the Purchase and Contribution Agreement dated May 26, 1999, based upon the assumption of duties and obligations of the franchisee under Ord. No. 0-98-21 by Charter Communications, Inc. http://library2.municode.com/default/DocView/ 10311 / 1 /144/148 1 /27/2009 aa~eue~ 6~i~ m~~a;ul `dlan~~u~ uen ugor aa~.~agnaN sa{zeq~ .~agmampouno~ Ined ~Cz1~7 ~agmampouno~ ~g3t.tn~~te~ asino7 aagmauxpouno~ ~a~uimm eg7~eyu ~o~~~ l~nda4 . uenq[nS yang aodzy~ ao bIOZ `£I A.renuel3o a~ep aq~ o~ (d) S uol~oas aad se papua~xa ssa{un `6002 ~f l h.~enuef pun ~aa~a ut si as~gaueg aql `~{~mp.~oaa~ as~gau~g aq~3o sm.~az agl3o aaue~daaa~ ua11t-~n~~o a~ep aq~ `666I `£i ~Genuz~ st3oa.~aq~ az~p angaa~a aq~ `aauempap aq~ zad sd ~IZ-86-0 ~oN aauempapdo s~uautannba~ aq~ swam goign~ `6661 `SI ~~naga3 pa~ep ~a{qe~ uool~q pue uegsegagdo ~~~~ aq~ uaan~~aq luamaa~3d asigauea3 a{q~;~ pa~naaxa ~{Tn3 aq~ aouua~aa spaoaaa l03 pug as~ald pasolaug 1Z-86-0 0~ aauempap °asigauel,q algea :ag 6661 `b L{aaey~ :alr/Q -.- ,~ ~Cauaolld' ~~i~ `aa~uiazs gai21 :mo13 ~~~la{~ ~C3i~ `u~lolf~H~O L~l u~q~~?I o,L o~ss-sas (GSS) xvd ^ oss5-sas (ass) dNO~ldd~31 8S6Z£ d01a01~ 'Nt/IlSt/83S ^ 133l~1S NIdW SZZ,I ubi~sbgas ~o ~~i~ t CABLE FRANCHISE AGREEMENT THIS AGREEMENT dated this '= -'' day of February, 1999, between the City of Sebastian, a Florida municipal corporation (hereinafter called "Grantor"), and Falcon Cable Media, a California limited partnership (hereinafter called "Grantee"), pr~.~~-~d~~s THAT IN AND FOR CONSIDERATION of the mutual promises and benefit , trrovided herein, the sufficiency ofwhich is hereby acknowledged and accepted by the p+ntie:>, the lra~~ie;. agree to the following: 1. That Grantee accepts the terms and conditions of the grant of Franchise under City of Sebastian, Florida, Ordinance No. 0-98-21, a certified copy of which is attached hereto and hereby incorporated by reference. 2. That Grantor acknowledges that the grant of Franchise to Gruu.ce und~:r t•a!d Ordinance No. 0-98-21 is valid and in full effect. AGREED to on the date first set forth above- CITY OF SEBASTIAN, a Florida municipal corporation B .,~>/. ullivan, Mayor FALCON CABLE MEDIA, a California limited partnership i By:~.._.:,..r,i~ f: Typed Name and Title Attest: ~ ~ i Kathryn .O'Halloran, CMC/AAE City Clerk (Seal) Attest: ~ -~. ~~ ~ mac-- Vic; ~~-,1.~ t~ , f~ c~(v~., ~ ~, 1~ s~~fi Typed Name and Position (Seal) Approved as to Form and Content for Relia b ~ the Cit of Sebastian Only: ~~ ~L c~ ~ ~ Rich Stringer City Attorney X~a[O ~;I~ add/.~iY~IO `UE1O[lEH~O Yal u~yle?I _. ~ ~_~ i %. ~666I `tienaga33o ,CeP 41 I I siy; `epuo13 `~i;uno0 ~an~ ue~pul `ueilsega33o ~;~0 ay;3o p;aS ay; x~e pue paey ~iw;as o;una~ay I `30~I~-IM SS3N.LIM NI ~,LdQ ~ALL0~333 NV fJNIQIA02Id Q[1V `MF~'I H.LIM ~ONdQ2I00~d NI NOI,LF~OI'IBIld 2103 JNI~A02Id `SNOISIA02Id 30 A.LI'IIfl~2I3A~S 2103 JNIQIA02Id `SNOISIA02Id S,LI 30 NOLLF~'IOIA ~I,L 2I03 S~LL'IdNdd'JNIgRIOS~2Id QI~IF~ `~SIHONF~2I3 30 .LN~2IrJ ~-I.L IJNIANddY~i00~~' S[~IOI.LIQNO~ QI~IV SNRI~.L ~I,L JNISRI~S~2Id `S~OIA21dS NOISIA~'I~.L 3'IgdO `JNIQIA02Id 30 SNd~i F~ S`d `dQRIO'I3 `N~IZS~g~S 30 A.LIO ~I,L NI Ab'M-30-S.LHJRI Qom' S.L~~2I.LS TddIOI~IIINT AdI1~~0 O.L NOISSIY~I21~d ~II,L `dIHS2I3N.i.21F/d Q~.LIY~II'I ~IN2I03I'Id~ H `dIQ~1~[ ~'lfld~ NOO"IF~3 OZ JNI.LNb'21rJ dQI2I0'I3 `Nt/I.LSdgdS 30 A.LIO ~I,L 30 ~ONdNIQ2I0 NFT IZ-86-O ON ~~NF~NIQ2l0 :30 ~Cdoo;oauoa pue an.i; a s~ payoe;;~ ay;;ey; ~iuaa ~Cgalay op epuo13 `~f;uno~ 1an~ ueipul `ue~;segaS 30 ,C;i~ ay;3o 3~aI~ ~C;iO `ueiolleHA Ni u~C.n[;e}I `I NF~I.LSdg~S 30 ~I.LIO 2I~ARI I~IdIQI~II 30 ~i.LNf100 b'QRIO'I3 30 ~.Ld.LS NDIZd~I~IZ~~~ OL55-685 (195) XVd ^ 0££5-685 (L95) dNOf Id3l~l 856Z£tt0liiO~d `NVIlSV83S ^ 133Z~1S NIVW SZZL LI~JI~SI~CrBs' ~O ~lji~ ~~ - ~~ t ~_ ~ ~ .. ~ ~ __.~ " ~1f ~- .1 ~~ ~~~ ~ ~L. l.~ ° ~ ~'L. :j ~.J ~f RJ t~ ~ ' ORDINANCE NO. 0-98-21 AN ORDINANCE OF THE CITY OF SEBASTIAN, FLORIDA GRANTING TO FALCON CABLE MEDIA, A CALIFORNIA LIMITED PARTNERSHIP, THE PERMISSION TO OCCIIPY MIINICIPAL STREETS AND RIGHTS-OF-WAY IN THE CITY OF SEBASTIAN, FLORIDA, AS A MEANS OF PROVIDING CABLE TELEVISION SERVICES; PRESCRIBING TH8 TERMS AND CONDITIONS ACCOMPANYING THE GRANT OF FRANCHISE; AND PRESCRIBING PENALTIES FOR THE VIOLATION OF ITS PROVISIONS; PROVIDING FOR SEVERABILITY OF PROVISIONS; PROVIDING FOR PDBLICATZON IN ACCORDANCE WITH LAW; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SEBASTIAN, FLORIDA, IN SESSION DULY AND REGULARLY ASSEMBLED THAT: Section 1. Findings Pursuant to the procedures in the Cable Act (as defined in Section 3), and Section 166.046 of the Florida Statutes (Municipalities - Definitions; minimum standards for cable television franchises imposed upon counties and municipalities), the Grantor (as defined in Section 3) has held a public hearing where the following issues related to granting a cable television franchise to Grantee were considered: (I) the economic impact upon private property within the City; (ii) the public need for such franchise; (iii) the capacity of public Rights-of-Way to accommodate the Cable System; (iv) the present and future use of the public Rights-of-Way to be used by the Cable System; (v) the potential disruption to existing users of the public rights- of-way to be used by the Cable System and the resultant inconvenience which may occur to the public; (vi) the financial ability of the franchise applicant to perform; and (vii) other societal interests as are generally considered in cable television-franchising. The Grantor has determined to grant a new cable television franchise to Falcon Cable Media, a California limi~ed partnership, (the Grantee") on the terms and conditions set forth in this Ordinance, and the Grantee agrees to such terms and conditions. Section 2. Short Title This Ordinance shall be known and may be cited as the Falcon Cable Media Cable Franchise. Section 3. Definitions 1 Section 3. Definitions For purposes of this Ordinance, the following terms, phrases, words, and their derivations shall have the meaning given herein. When not inconsistent with the context, words in the present tense include the future, words in the plural number include the singular number and words in the singular number include the plural number. The word "shall" is always mandatory and not merely directory. "Abandonment means: () the cessation, by act or failure to act of the Grantee of the provision of all, or substantially all, of the Services then being provided over the System to Subscribers or the Grantor for twenty four (24j or more. consecutive hours, except if due to an event beyond the control of the Grantee; or (ii) the completion of any action described in Section 14 of this Ordinance without the prior written consent of the Grantor. "Affiliated Person means each Person who falls into one or more of the following categories:( i) each Person having, directly or indirectly, a Controlling Interest in the Grantee; (ii) each Person in which the Grantee has, directly or indirectly, a Controlling Interest; (iii) each officer, director, general partner, limited partner holding an interest of fifteen percent (15$) or more, joint venturer or joint venture partner, of the Grantee; and (ivj each Person, directly or indirectly, controlling, controlled by, or under common Control with, the Grantee; provided that Affiliated Person" shall in no event mean the Grantor, the entity, if any, administering some or all of the Access Channels, any limited partner holding an interest of less than fifteen percent (15~) of the Grantee, or any creditor of the Grantee solely by virtue of its status as a creditor and which is not otherwise an Affiliated Person by reason of owning a Controlling Interest in, being owned by, or being under common ownership, common management, or common Control with, the Grantee. Basic Service means that level of Cable Services distributed over the Subscriber Network, which, at a minimum, shall include:( i )all Signals carried on the System in fulfillment of the requirements of Sections 614 and 615 of the Cable Act (47 U.S.C. §§ 534 and 535, respectively); (ii) any access Channel programming required by this Ordinance to be provided to Subscribers; (iii) any Signal of any broadcast station provided by the Grantee to any Subscriber, except a Signal which is secondarily transmitted by a satellite carrier beyond the local service area of such station; and (iv) any other Cable Services offered as Basic Service. Cable Act means the Cable Communications Policy Act of 1984, 47 U.S.C. §§ 521-611 (1991) and any existing or 2 subsequent amendments thereto, including amendments made by the Telecommunications Act of 1996, Pub. L. No. 104-104, 119 Stat. 56 (1996), and the Cable Television Consumer Protection and Competition Act of 1992, Pub. L. No. 102-385, 106 Stat. 1460 (1992), cadified at 47 U.S.C. §§151-611 (1993) and any amendments thereto, including amendments made by the Telecommunications Act of 1996, Pub. L. No. 104-104, 119 Stat. 56 (1996), all of which. among other things, are amendments to the Communications Act of 1934, 47 U.S.C. §§ 151-611 (1991). "Cable Service" means: (i) the one-way transmission to Subscribers of video programming or other programming service and (ii) Subscriber interaction, if any, which is required for the selection or use of such video programming or other programming service. "Cable System" means any facility, consisting of a set of closed transmission paths and associated signal generation, reception and control equipment, that is designed to provide Cable Service which includes video programming and which is provided to multiple Subscribers within a community, but such term does not include (i) a facility that serves only to retransmit the television signals of one or more television broadcast stations; (ii) a facility that serves subscribers without using any public Right-of-Way; (iii) a facility of a common carrier which is subject, in whole or in part, to the provisions of subchapter 11 of the Communications Act of 1934, except to the extent such facility is used in the transmission of video programming directly to subscribers; or (iv) any facilities of an electric utility used solely for operating its electric utility system. Channe t means a band of frequencies in the electromagnetic spectrum, or any other means of transmission (including, without limitation, optical fibers or any other means now available or that may become available), which is capable of carrying a video Signal, an audio Signal, a voice Signal, or a data Signal. Control or Controlling Interest means actual working control in whatever manner exercised, including, without limitation, working control through ownership, management, debt instruments, or negative control, as the case aay be, of the System, the Franchise or the Grantee. Economically and Technically Feasible and Viable means capable of being provided: (a) through technology which is readily available with reasonable delivery schedules from two (2) or more sources of supply and has been demonstrated in actual operating conditions (not simply through tests or experiments) to operate in a workable manner; and (b) in a manner which has a reasonable likelihood of generating a 3 reasonable return on the Grantee's investment when measured over the remaining term of the Franchise. FCC means the Federal Communications Commission, its designee, or any successor thereto. "Franchise Area means the area consisting of the corporate limits of the City of Sebastian, as its border may be changed from time to time. Grantee" or Franchisees means Falcon Cable Media, a California limited partnership, whose principal place of business is located at 10900 Wilshire Boulevard, 15`" Floor, Los Angeles, California 90024 Grantor or Franchisors means the City of Sebastian, Florida, or, as appropriate in the case of specific provisions of this Ordinance, any board, bureau, authority, agency, commission, department of, or any other entity of or acting on behalf of, the City of Sebastian, Florida, or any duly authorized officer, official, employee, or agent thereof, any designee of any of the foregoing, or any successor thereto. "Gross Revenue" means all revenue, including advertising revenue, which is received by the Grantee, by any Affiliated Person, and any other Person from or in connection with the distribution of any service on the System or the provision of any service related activity in connection with providing Service on the System. Gross Revenue shall not include the revenue of any Affiliated Person and other Person, including, without limitation, a supplier of programming of the Grantee, to the extent that said Revenue is also included in Gross Revenue of the Grantee. In no event shall Gross Revenue include any revenue of the Grantee or any other Person which is received directly from the sale of merchandise through any service distributed over the System (other than that portion of such revenue which represents or can be attributed to a Subscriber fee or a payment for the use of the System for the sale of such merchandise, which portion shall be included in Gross Revenue). There shall be deducted from Gross Revenues: bad debts writtei off by Grantee in normal course of its business provided however, that bad debt recoveries from or in connection with the distribution of any service on the System or the provision of any service related activity in connection with providing Service on the System shall be included in Gross Revenue; and refunds made to Subscribers or other third parties. Gross Revenues shall not include: 4 (1) Any tax of general applicability imposed upon a Grantee or upon the Grantee s subscribers by the City, state, federal or any other governmental entity and required to be collected by the Grantee and passed through to the taxing entity (including, but not limited to, user taxes, service taxes and communications taxes), provided such taxes are identified as a separate line item on subscriber statements; (2) Any revenue received by the Grantee from any Person for services not attributable in whole or in part to its Cable System or to other communications services serving the City, including but not limited to revenue derived from electronics retailing, mail marketing or telephone answering services independent of Grantee's Cable System or other communications services, delivery services and video production services for programming or other communications services which are not transmitted over or used in connection with the System; and (3) Any foregone revenue which Grantee chooses not to receive in exchange for its provision of free or reduced cost cable or other communications services to any Person, including without limitation, employee of the Grantee, public institutions or other institutions designated in a Franchise Agreement; provided, however, that such foregone revenue which Grantee chooses not to receive in exchange for trades, barters, services or ether items of value shall be included in 'Gross Revenues". "Non-cable Service" means any Service which is distributed over the System, other thar. a Cable Service. "Pay Service" means any Cable Service offered on a per Channel or per program basis. "Person" means any natural person or any association, firm, partnership, joint venture, corporation, or other legally recognized entity, whether for-profit or not-for-profit, but shall not mean the Grantor. "Rights-of-Ways means all of the public streets, alleys, highways, waterways, bridges, easements, and sidewalks of the City of Sebastian to the extent to which there exists public easements or public rights of way suitable to accommodate Grantee's facilities, as they now exist or may be hereafter constructed, opened, laid out or extended within the present limits of the City, or in such territory as may hereafter be added to, consolidated or annexed to the City. "Service means any Cable Service, including any Basic Service, and any other related service, such as, the provision of any equipment and any installation of equipment or facilities and monthly use thereof, whether originated by 5 the Grantee or any other Person, which is offered to any Person in conjunction with, or distributed over, the System. "state-of-the-Art" or State of the Art as applicable, means that level of technical or service performance, capacity and capability (including, but not limited to, plant or other equipment; construction techniques; customer service; facilities, equipment, systems and operations; and performance standards) which has been developed and demonstrated in the cable industry to be workable and Economically and Technically Feasible and Viable from time to time throughout the term of the Franchise. "subscriber means any Person lawfully receiving any Service. provided by the Grantee by means of or in connection with the System, whether or not a fee is paid for such Service. Subscriber Network means that portion of the System over which Services are provided primarily to residential Subscribers. "System means the Cable System which is to be constructed or leased, operated, maintained and upgraded, as necessary, by the Grantee pursuant to this Ordinance, including, without limitation, all of Grantee's rights to and interest in all real property, all tangible and intangible personal property, buildings, offices. furniture, leases, Subscriber lists, cables, amplifiers and all other electronic devises used in connection therewith and all of Grantee's rights to and interest in all rights, contracts and understandings with regard to any matter related thereto. Section 4. -- Grant of Authority (A) There is hereby granted by Grantor, to Grantee, the rights and privilege to construct, erect, operate, own and maintain, in, upon, along, across, above, over and under Rights-of-Way now laid out or dedicated, and all extensions thereof, and additions thereto in the Grantor, poles, wires, cables, underground conduits, manholes and other communication fixtures and utility structures necessary or proper for the maintenance and operation of the System in accordance with the provisions of this Ordinance; and in addition, so to use and operate imilar facilities or properties including, but not limited to, any public utility, rented or leased from other Persons, including, but not limited to, other grantees franchised or permitted to do business in the City. This Franchise is awarded subject to all applicable City ordinances and regulations, provisions of general or special laws of Florida, and the federal laws and regulations. (B) This Franchise is for use by Grantee of Grantor's Rights- 6 of-Way to provide Cable Services only and only within the Franchise Area. (C) The Franchise is nonexclusive. Nothing in this Ordinance shall affect the right of the Grantor to grant to any Person, or to itself, a franchise, consent, or right to occupy and use the Rights-of-Way, or any part thereof, for the construction, operation, or maintenance of all or any part of a Cable System within the Franchise Area or for any other purpose. (D) This Section 4(D) shall be applicable if the Grantor exercises its right to grant to any third party one or more franchises for the construction, operation or maintenance of a cable system pursuant to the Cable Act, and shall be implemented consistent with Section 166.046 of the Florida Statutes (Municipalities - Definitions; minimum standards for cable television franchises imposed upon counties and municipalities). If the Grantor exercises its right to grant to any third party one or more franchises (hereinafter Additional Cable Franchise Ordinance ) for the construction, operation or maintenance of a Cable System pursuant to the Cable Act and the Grantee believes the Additional Cable Franchise Ordinance pursuant to which such Additional Cable Franchise Ordinance is granted bestows benefits or imposes burdens on the franchisee which, on balance, are materially more advantageous to such third party than the benefits bestowed and burdens imposed on the Grantee by this Ordinance are to the Grantee, then the Grantee may request that the Grantor make a determination to such effect and, in the event of such a determination, renegotiate the terms and conditions of this ordinance as provided below. The Grantee may only request such a determination if the Grantee is in substantial compliance with the material provisions of this Ordinance. In the event of such a request, the Grantor shall determine, under its standard procedures, whether the Additional Cable Franchise Ordinance bestows benefits or imposes burdens on the third party which, on balance, are materially more advantageous to the third party than the benefits and burdens imposed by this Ordinance are to the Grantee. In making a determination under this subsection, the Grantor may consider factors such as, but not limited to: (i) the term of each franchise; (ii) the franchise fee to be paid by each franchisee, including the Grantee; (iii) the number and density of dwelling units to be served; (iv) differences in construction, operational and maintenance costs; (v) differences in required system characteristics, including State-of-the-Art requirements; (vi) differences in service obligations, including public, educational and governmental 7 access and institutional service requirements; (vii) differences in permitted company fees and charges; and (viii) such other factors and considerations as it considers to be relevant to an inquiry into the overall economic comparability of the agreements. If the Grantor determines that the Additional Cable Franchise Agreement bestows benefits and imposes burdens on the third party which, on balance, are materially more advantageous to the third party than the benefits bestowed and burdens imposed by this Ordinance are to the Grantee, then upon the Grantee's request, the Grantor and the Grantee shall enter into good faith negotiations to seek to modify this Ordinance to bestow benefits and impose burdens which, on balance, create overall economic comparability between this Ordinance and the Additional Cable Franchise Agreement. (E) Nothing in this Ordinance shall be construed to prohibit the Grantee from ( i )operating as a multichannel video programming distributor in the Franchise Area, notwithstanding the granting of one or more franchises by the Grantor or (ii) requiring the Grantor to secure a franchise to operate as a multichannel video programming distributor. (F) Nothing in this Ordinance shall ( i )abrogate the right of the Grantor to perform any public works or public improvements of any description, (ii) be construed as a waiver of any codes or ordinances of the Grantor or of the Grantor's right to require the Grantee or any Person utilizing the System to secure the appropriate permits or authorizations for such use, or (iii) be construed as a waiver or release of the rights of the Grantor in and to the Rights-of-Way. In the event that all or part of the Rights- of-Way within the Franchise Area are eliminated, discontinued and closed, the Franchise shall cease with respect to such Rights-of-Way upon the effective date of the final action of the Grantor with respect thereto. (G) Nothing in this Ordinance authorizes the Grantee to provide non-cable services. Consistent with applicable law, the Grantee may, if necessary, petition the Grantor for the authority to provide Non-cable Services, and the Grantor may grant such authority on terms and conditions that the Grantor reasonably determines are appropriate in the circumstances. Section 5. - Term of Franchise (A) The Franchise and rights herein granted shall take effect and be in force from and after the final passage hereof, as required by law and upon the filing of an acceptance by Grantee of all the terms thereof with the Grantor and shall, unless sooner terminated pursuant to this Ordinance or applicable law, continue in force and effect for a term of 8 ten (10) years after the effective date of this Franchise. Falcon Cable Media, a California limited partnership shall have the option to renew this franchise for an additional term of five (5) years, provided that it is in substantial compliance with the material terms of this ordinance at the time of its expiration, by providing written notice of the intent to renew to Grantor in the time and manner provided by federal law or, in the absence of such guidance, no later than three (3) years prior to expiration of the initial term herein. (B) If the Grantor grants a subsequent cable operator in its negotiation process a term longer than ten (10) years, and if the terms and conditions of Section 6, the definition of Gross Revenue in Section 3, and Appendix C of this Franchise are not materially less favorable to the Grantor than the similar terms and conditions of the grant of franchise between the Grantor and the subsequent cable operator, the Grantor will change the length of the term of this Franchise to the same length of the term granted to the subsequent cable operator. (C) Subject to Section 626 of the Cable Act {47 U.S.C. § 546), the Grantor reserves the right to grant or deny renewal of the Franchise. Section 6. - Compensation and Other Payments (A) As compensation for the Franchise, the Grantee shall pay, or cause to be paid, to the Grantor the amounts set forth in this Section 6(A) (1) The Grantee shall pay to the Grantor franchise fees of three percent (3~) of Gross Revenue, as defined herein. (2) All such payments of franchise fees shall be made on a quarterly basis and shall be remitted simultaneously with the submission of the Grantee's quarterly report required pursuant to Section 6(A)(3). Any required listing of -the City's telephone number _.nd address shall be in the least conspicuous location on the company's subscriber bills. (3) The Grantee shall submit form and containing such reasonably require, not late last day of each quarter Ordinance setting forth the quarter. to the Grantor a report, in such detail as the Grantor shall than thirty (30) days after the throughout the term of this Gross Revenue for the preceding 9 (4) No acceptance of any franchise fee payment by the Grantor shall be construed as an accord and satisfaction that the amount paid is in fact the correct amount for a release of any claim that the Grantor may have, or further or additional sums payable under this Ordinance, and all amounts paid shall be subject to audit and recomputation by the Grantor. If, as a result of such audit or any other review, the Grantor determines that the Grantee has underpaid its fees in any twelve (12) month period by five percent (5~) or more, then, in addition to making full payment of the relevant obligation, the Grantee shall reimburse the Grantor for all of the reasonable costs associated with the audit or review, including all reasonable out-of-pocket costs and fees for attorneys, accountants, and other consultants. (5) If the Grantee collects from Subscribers any amounts to be paid to leased access programmers for the provision of Services on the System that would not otherwise be included in the definition of Gross Revenue, the Grantee shall deduct the same percentage from such amounts as the then-applicable franchise fee percentage pursuant to Section 6(A)(1) and include such deducted amounts in its payment to the Grantor pursuant to this Section 6(A) and include such payments in its report pursuant to Section 6(A)(3). (6) The Grantee shall ensure, through contract or other arrangement, that any Person other than the Grantee who collects from Subscribers amounts that would constitute Gross Revenue if received directly by the Grantee (e.g., from a Person who leases a Channel pursuant to Section 612 of the Cable Act) is required to remit to the Grantor quarterly a percentage of such amounts collected which is equal to. the then-applicable franchise fee. Such contract or arrangement must also require the Person to submit a quarterly report which meets the requirements of Section 6(A)(3) and must entitle the Grantor to enforce the fee and reporting requirements directly against the Person. (B) The parties agree that the compensation and other payments to be made pursuant to this Section 6 and any other provision of this Ordinance are not a tax and are not in the nature of a tax and are in addition to any and all taxes of general applicability or other fees or charges (including any fees or charges which may be imposed on the Grantee for_the use of poles, conduits or similar facilities that may be owned or controlled by the Grantor) which the Grantee or any Affiliated Person shall be required to pay to the Grantor. (C) If any payment required by this Ordinance is not actually received by the Grantor on or before the applicable date fixed in this Ordinance or by the Grantor, the Grantee shall l0 pay interest thereon, from the due date to the date paid at a rate of one percent (1$) per month, compounded monthly, for the period of delinquency. If the Grantor retains an attorney to collect any payment, and it prevails, Grantee shall be obligated to reimburse Grantor for its reasonable costs and fees incurred in collecting the delinquent payment. (D) If the Grantee continues to operate all or any part of the System after the term of the Franchise, then the Grantee shall continue to comply with all applicable provisions of this Ordinance, including, without limitation, all compensation and other payment provisions of this Ordinance, throughout the period of such continued operation, provided that any such continued operation shall in no way be construed as a renewal or other extension of the Franchise. Section 7. - The System (A) The Grantee shall construct, operate, maintain, and upgrade the System as provided in this Ordinance. (B) The Grantee shall build the System in the schedule and as otherwise provided in Appendix 'A. Upon completion of the System, it shall be capable of providing at least eighty-four (84) activated downstream video Channels, a design capacity for upstream capabilities, an emergency override mechanism tied into the Indian River County Emergency- Management Services, and the other characteristics set forth on Appendix A. (C) The Grantee shall construct operate, maintain and upgrade the System such that it is capable of transmitting and receiving signals to and from any other Cable System in the City of Sebastian. (D) The Grantee shall comply with the terms set forth in Appendix B in connection with all work involved in the construction, operation, maintenance, repair, upgrade, and removal of the System, in addition to any other requirements or procedures reasonably specified by the Grantor. All work involved in the construction, operation, maintenance; repair, upgrade, and removal of the System shall be performed in a safe, thorough and reliable manner using materials of good and durable quality. If, at any time, it is de':ermined by the Grantor or any other agency or authority of competent jurisdiction that any part of the System, including, without limitation, any means used to distribute Signals over or within the System, is harmful to the health or safety of any Person, then the Grantee shall, at its own cost and expense, promptly correct all such conditions. (E) Except for actions brought pursuant to Section 768.28, Florida Statutes, neither the Grantor nor its officers, employees, agents, attorneys, consultants or independent 11 contractors shall have any liability to the Grantee or any Affiliate Person for any liability as a result of or in connection with the protection, breaking through, movement, removal, alteration, or relocation of any part of the System by or on behalf of the Grantee or the Grantor in connection with any emergency, public work, public improvement, alteration of any municipal structure, any change in the grade or line of any street, or the elimination, discontinuation, and closing of any street, as provided in this Ordinance. Provided, however, this provision shall not protect the Grantor's officers, employees, agents, attorneys, consultants or independent contractors from liability arising out of acts made in bad faith, with malicious purpose, or in a manner exhibiting wanton and willful disregard of human. rights, safety or property. (F) Performance Bond (1) To guarantee the timely construction of the System and of any upgrade undertaken during the term of this Ordinance, to ensure that the operation of the System continues in an orderly and uninterrupted manner in the event of a default by the Grantee, and for the other purposes specified in Section 7(F)(3) hereof, the Grantee shall arrange for, and shall maintain throughout the term of this Ordinance, a performance bond solely for the protection of the Grantor, with a corporate surety and trust company acceptable to the Grantor, as provided in this Section. (2) The performance bond shall be in a face amount of Fifty Thousand Dollars ($50,000.00). (3) The performance bond shall indemnify the Grantor, up to the full face amount of the bond, for (i) the cost to continue any upgrade of the System in the Franchise Area and to maintain operation of the System following a termination of this Ordinance until the face amount of the bond, plus all net revenue actually received through the continued operation of the System during said period, have been exhausted; (ii) any loss or damage to any municipal structure or property during the course of any construction or operation of the System; (iii) any other costs, or loss or damage actually ;.ncurred by the Grantor as a result of the Grantee's failure to perform o~ other breach of its obligations pursuant to this Ordinance; (iv) the removal of all or any part of the System from the Rights-of-Way; (v) the payment of compensation set forth in this Ordinance; (vi) the payment of premiums for the liability insurance required pursuant to this Ordinance; (vii) the removal of the System from the property of the Grantor at the termination of this Ordinance, however terminated, at the election of the Grantor, pursuant to this Ordinance; (viii) the payment to the Grantor of any amounts for which the Grantee is liable pursuant to Section 12 16 which are not paid by the Grantee's insurance; (ix) the payment of any other amounts which become due to the Grantor pursuant to this Ordinance or law; and (x) any costs, losses or damages incurred by the Grantor as a result of a default of the Grantee's obligations under this Ordinance. (4) The performance bond shall be in a form approved by the City Attorney. Such approval shall not be unreasonably withheld. Such bond shall provide that it may not be canceled without the consent of the Grantor. The Grantor will be given Sixty (60) days written notice by registered mail, return receipt requested of intent to cancel or not renew this bond, or any reduction in the face amount of the bond. (5) The faithful performance by and the liability of the Grantee pursuant to this Ordinance shall not be limited by the acceptance of the bond required by this Section 7(F). (6) Throughout the term of this Ordinance, or for as long as the Grantee operates the System, which ever period is longer, and for at least ninety (90) days thereafter, the Grantee shall maintain the performance bond in the amount specified in this Section 7(F)(2). Within fifteen (15) business days after receipt of notice from the Grantor that any amount has been withdrawn from the performance bond, as provided in this Section, the Grantee shall restore the performance bond to the amount required pursuant to Section 7(F)(2), provided that said restoration obligation shall be suspended during the period of any judicial challenge by the Grantee to the propriety of said withdrawal from the performance bond. If a court determines that said withdrawal by the Grantor was improper, the Grantor shall restore the improperly withdrawn amount to the performance bond. (7) The Grantor shall have the right to withdraw amounts from the performance bond to cure any breaches of obligations for which the performance bond acts as security, provided, however, that the Grantor shall not make any withdrawals by reason of any breach for which the Grantee has not been given written notice and an opportunity to cure pursuant to Section 15 of this Ordinance, including notice that the Grantor may make a withdrawal from the performance bond. The withdrawal of amounts from the performance bond shall constitute a credit against the amount of the applicable liability of the Grantee to the Grantor but only to the extent of said withdrawal. Section 8. - Service Obligations (A) Grantee shall make Services available to any Subscriber within the City upon Subscriber's request and at the standard connection charge if the connection requires no more than a one hundred fifty (150) foot aerial or underground drop 13 (hereinafter the "Standard Drop"), measured from the new Subscriber's residence or place of business to Grantee's nearest activated coaxial or fiber optic distribution line, and includes one (1) outlet and standard materials. The Grantee shall be required to provide service to any customer request wherein that customer is located along a road right- of-way with at least twenty five homes per mile. Such homes may be on either or both sides of the measured right-of-way. (B) If making service available requires more than a Standard Drop (such as a wall fish installation), Grantee may, after so informing the Subscriber, charge the Subscriber (i) the standard connection charge and (ii) an amount equal to the reasonable actual labor (including wages, benefits and payroll taxes), material and other costs incurred by Grantee for the additional facilities and work including related overhead (i.e. supervision, tools, materials, and minor materials); in the alternative, Grantee may charge an appropriate and reasonable hourly service charge for the entire installation. Extension to new subdivisions or developments within the Franchise Area shall be commenced within thirty (30) days after a request for Service and Service shall be activated within ninety (90) days, unless the Grantor consents to some other time period. (C) In addition to the obligations set forth in Section 8(A) and 8(B) above, for requests of service by commercial, industrial, and non-residential customers requiring more than a Standard Drop, Grantee shall, within one hundred twenty (120) days following a request for service from any potential commercial, industrial or non-residential customer, estimate the costs per customer of supplying services to all the potential contiguous customers within an area reasonably defined by Grantee, including the potential customer requesting service. Grantee shall ( i) provide the potential customer requesting Service with a written estimate of the costs of providing that customer with Service, along with an statement that such costs shall only apply if all (or a specified percentage) of the other potential commercial, industrial or non-residential customers in the service area defined by Grantee also request comparable Service, and (iij offer to provide the potential customer requesting Service as well as all the other potential contiguous customers, with a list of the names and addresses of all the potential customers in the area defined by Grantee. If the potential customer requesting Service asks Grantee in writing for such a list of names and addresses, Grantee shall, at its cost, provide the potential customer requesting Service and all the other potential customers in the defined service area with a copy of such written estimate of costs and the names and addresses of all such potential customers in the defined service area, thereby enabling the potential customer 14 requesting Service and all the other potential customers in the defined area jointly to agree to obtain Service at the lowest possible group rates; provided, however, that Grantee shall only be required to provide such a list of names and addresses if a commercial service is reasonably available to provide Grantee with such a list. Grantee may require that such customer or customers enter contracts which will reasonably assure adequate revenues to provide Grantee with recovery of the full costs and expenses of constructing and operating the line extension, including a reasonable return on investment over the first five years of operation. Grantee shall provide the Grantor with one (1 ) copy of the written cost estimates and any list of names and addresses of potential customers provided to the potential customer requesting Service. (D) Throughout the term of the Franchise, the Grantee shall endeavor to offer to all Subscribers a diversity of video programming services. (E) The Grantee shall not discriminate or permit discrimination between or among any Persons in the availability of Services. It shall be the right of all Persons to receive continuously all available Services insofar as their financial and other obligations to the Grantee are satisfied. (F) The Grantee shall provide a standard service drop from the Subscriber network to one point determined by the Grantor in each Cit;~ building, fire station, community center, library, and other public facilities, as they develop within the City, and to one point determined by each educational institution for each public primary, middle, secondary, higher education and technical school located within the Grantee's service areas, including schools constructed subsequent to the effective date of this Ordinance, with Cable Service including the Basic Service tier containing over-the-air local broadcast stations and all educational and governmental access channels required to be carried on basic, together with the immediately subsequent tier of programming (if any) containing basic satellite services (such as CNN, Discovery, ESPN and USA), but excluding any Subscriber equipment and subsequent or higher tier of programming, ~.zcluding a la carte services, premium and related services (such as Cinemax, TMC, HBO and Showtime) and any pay-per-view or per-event programming (such as Action, Request or Viewer's Choice). Such Cable Service shall be provided without charge and at no monthly service charge for the first connection or drop, and with additional outlets to be provided to any public facilities at the request of the City Manager at the cost of labor and materials; provided, however, (i) that each such facility be located within 150 feet of Grantee's existing activated coaxial or fiber optic distribution 15 system; (ii) that wiring provided for facilities beyond 150 feet of Grantee's activated distribution system be provided at Grantee's cost for the portion beyond 150 feet; (iii) that Grantee is able to secure all necessary Rights-of-Way upon reasonable terms and conditions; (iv) that the location of the outlet provided with Basic Service is reasonably positioned in relation to the entry point of the drop into the facility; (v) that Grantee not be required to relocate any existing outlet in any public facility now provided with free Basic Service; (vi) that Grantee be required to provide such Service to government offices, but not transient members of the public and in police stations; (vii) that Grantee be required to provide such Service to municipal or public facilities, but not to private for-profit or non-profit hospitals or other private organizations open to the public; and (viii) that wiring provided by Grantee for additional outlets, if not installed by the Grantor or the recipient of such additional outlets, shall be provided by Grantee on the basis of actual costs for labor and materials, together with a reasonable allowance for overhead not to exceed fifteen percent (15%), and Grantee shall provide the recipient of such wiring with a written estimate of such costs in advance of installation. The public and educational buildings to be served by Grantee under this Section include, at a minimum, the following buildings: 1. City Hall /Council Chambers/Public Works 2. Building Department and Growth Management Department 3. Police Station 4. Community Center 5. Yacht Club Building 6. Central Garage 7. Barber Street Recreation Building Library 8. Sebastian Elementary School 9. Pelican Island Elementary School All Fire and Emergency Medical Services Buildings Police Annex Building This list is not all inclusive and may be amended at any time by the Grantor during the term of this Franchise. Section 9. -- Public Services (A) In accordance with Section 611 of the Cable Act (47 U.S.C. § 531), the Grantee agrees to provide Channel capacity to be designated for educational or governmental use and related equipment and facilities, services and/or financial support for the development and use of educational or governmental access as provided in Appendix C. (8) The Grantee shall also provide capital grants and ongoing support payments for the acquisition, lease or other 16 provision or use of educational or governmental access facilities and equipment as provided in Appendix C. Section 10. -- Fees and Charges (A) General requirements- (1) The Grantee shall comply at all times with the provisions of the Cable Act and FCC rules and regulations as they now exist and as they may be amended from time to time applicable to rates and charges for any Service and the associated terms and conditions for the provision of any Service. (2) During the term of this Ordinance, the Grantee shall. maintain with the Grantor a complete listing of fees, charges, deposits and associated terms and conditions for all Services. (3) The Grantor reserves the right to regulate the rates, fees, charges, deposits and associated terms and conditions for any Service provided pursuant to this Ordinance to the fullest extent permitted by applicable laws and regulations as they now exist and as they may be amended from time to time. (B) In addition to the requirements set forth in section 7.1 of Appendix D to this ordinance, not less than sixty (60) days prior to the effective date of any change in any fee, charge, deposit, term, Channel line up, programming changes, or condition (or such shorter period as may upon a showing of good cause be approved by the Grantor), the Grantee shall (i) provide a written notice of revised listing of fees, charges, deposits and associated terms, channel line up, programming changes, and conditions to the Grantor and (ii) provide written notice by mail of the proposed change to each affected Subscriber. (C) The Grantee shall not discriminate or permit discrimination between or among any Persons in the rates, terms and conditions for any Service, except as set forth below. The foregoing requirements shall not prevent the use of: (i) different charges for residential Subscribers than for nonresidential ~tbscribers, except with respect to Basic Service; (ii) short-term sales F:omotions and other short- term discounts or reduced charges; (iii) reasonable discounts or reduced charges to senior citizens or other economically disadvantaged groups; or (iv) bulk rate arrangements. Section 11. - Customer Service; Subscriber Bills; and Privacy Protection (A) The Grantee agrees to comply in all respects with the requirements of the customer service standards set forth in 17 Appendix D to this Ordinance. The Grantee shall also comply with all rules and regulations established by the FCC pursuant to Section 632 of the Cable Act (47 U.S.C. § 5-2). (B) The Grantee shall comply at all times with the provisions of the Cable Act and FCC rules and regulations applicable to Subscriber bills, including, but not limited to, the format and itemization thereof and shall use all reasonable efforts to ensure Subscriber bills are not misleading. (C) The Grantee shall comply at all times with the Subscriber privacy provisions of the Cable Act or other applicable law. The Grantee shall cooperate with the Grantor so as to ensure the Grantor's ability to enforce the terms and conditions of this Ordinance by providing, upon the request of the Grantor, such Subscriber information as may be reasonably requested by the Grantor. (D) The grantee shall comply at all times with FCC rules and regulations applicable to Subscriber equipment and equipment compatibility. Section 12. -- Oversight and Regulation (A) The Grantor shall have the right to oversee, regulate, and periodically inspect the construction, operation, maintenance and upgrade of the System, and all parts thereof, in accordance with the provisions of this Ordinance and applicable law, including the Grantor's police power. (B) When reasonably necessary to the administration or enforcement of the Ordinance, and at the request of the Grantor, the Grantee shall promptly submit to the Grantor such information as the Grantor may request regarding the Grantee, its financial statements or other financial information, its compliance with any term, channel line-ups and programming changes or condition of this Ordinance, with respect to the System or its operation, any Service distributed over the System, or any activity or, function associated with the production or distribution of any Service over the System. (C) Throughout the term of the Franchise, the Grantee shall maintain in the Franchise Area, or make available in the Franchise Area, a fifteen (15) business days complete and accurate books of account and records regarding the Grantee's ownership and operation of the System and the provision of Services over the System, including without limitation, books of account and records adequate to enable the Grantee to demonstrate that it is, and throughout the term of this Ordinance has been, in compliance with this Ordinance. All such documents pertaining to financial matters which may be the subject of an audit by the Grantor shall be retained by 18 the Grantee for a minimum of three (3) years following termination of this Ordinance. (D) The Grantor's rights of inspection and audit shall include- (1 ) Upon notice to the Grantee, the Grantor or its designated representatives, shall have the right to examine, when reasonably necessary to the administration or enforcement of the Ordinance in the Franchise Area, all books and records pertaining to the Grantee's or any Affiliated Person ownership or operation of the System or to the Grantee's or Affiliated Person's provision of Services over the System. Further, during normal business hours and upon notice to the Grantee, the Grantor or its designated representatives may inspect and examine any other aspect of the System, including facilities and equipment thereof. (2) Access by the Grantor to any of the documents, records or other information covered by this Section 12 (D) shall not be released by the Grantee on grounds that such documents, records or information are alleged by the Grantee to contain proprietary information, provided that this requirement shall not be deemed to constitute a waiver of the Grantee's right to assert that the proprietary information contained in such documents, records or other information, should not be disclosed and to withhold such information upon the agreement of the Grantor. If the Grantor concurs with the Grantee's assertion regarding the proprietary nature of such information, the Grantor will not disclose such information to any Person, unless required by applicable law or order of governmental authority. If the Grantor does not concur with such assertion, then the Grantee may appeal such decision to the appropriate individuals or bodies within the Grantor in accordance with applicable laws and procedures. if the Grantor does not concur with the Grantee's assertion, or if the Grantee does not appeal, then the Grantee shall promptly provide such documents, including the alleged proprietary portion thereof, to the Grantor, provided that the Grantee shall not be required to provide the proprietary portion thereof during the pendency of any court challenge to such provision. (3) The Grantor may conduct a full compliance audit and hold public hearings at any time during the term of the Franchise, provided it gives the Grantee written notice ten (10) business days in advance of the commencement of such audits and associated hearings. Section 13. -- Restrictions Against Assignments and Other Transfers (A) The Grantee may not transfer or assign the Franchise or 19 any of the Grantee's rights or obligations in or regarding the System or the Franchise to any Person or entity not wholly owned by Falcon Cable Media, a California limited partnership, either directly or through a wholly-owned subsidiary, without the prior written consent of the Grantor. Such consent shall not be unreasonably withheld. (B) No change in Control of the Grantee, the System or the Franchise to any Person or entity not majority owned or controlled by Falcon Cable Media, a California limited partnership, either directly or through a majority-owned or controlled subsidiary, shall occur after the Effective Date, by act of the Grantee or by act of any Person holding Control of the Grantee, the System or the Franchise, by operation of law, or otherwise, without the prior written consent of the Grantor. Such consent shall not be unreasonably withheld. Notwithstanding the provisions of this franchise requiring consent by the franchising authority to a transfer of ownership, the City acknowledges and grants its consent to the pending transaction pursuant to which TCI FALCON HOLDINGS, which is a 46~ minority owner of Falcon's ultimate parent company, Falcon Communications, L. P., will become a wholly owned subsidiary of AT&T Corporation. (C) Any request for approval shall be handled by the Grantor in accordance with its customary rules and procedures. In connection with any request for approval, the Grantee shall submit to the Grantor such information as the Grantor may reasonably request. Section 14. -- Specific Rights and Remedies (A) The Grantee agrees that the Grantor shall have the specific rights and remedies set forth in this Section 14. These rights and remedies are in addition to any and ail other rights or remedies, now or hereafter available to the Grantor to enforce the provisions of this Ordinance, and will not be deemed waived by the exercise of any other right or remedy. The exercise of any such right or remedy by the Grantor shall not release the Grantee from its obligations or any liability under this Ordinance, except as expressly provided for in this Ordinance or as necessary to avoid duplicative recovery from or payments by the Grantee. (B) Events of default - (1) The Grantee agrees that an Event of Default shall include, but shall not be limited to, any of the following acts or failures to act by the Grantee: (a) Any failure to comply with any material provision of this Ordinance that is not cured within thirty (30) days after notice pursuant to section 14 (B){3); 20 (b) The occurrence of any event which may reasonably lead to the foreclosure or other similar judicial or nonjudicial sale of all or any material part of the System; (c) The condemnation by a public authority other than the Grantor, or sale or dedication under threat or in lieu of condemnation, of all or any part of the System, the effect of which would materially frustrate or impede the ability of the Grantee to carry out its obligations and the purposes of this Ordinance; (d) In the event that the Grantee shall suspend or discontinue its business, shall make an assignment for the benefit of creditors, shall fail to pay its debts generally as they become due, shall become insolvent (howsoever such insolvency may be evidenced), shall be adjudicated insolvent, shall petition or apply to any tribunal for, or consent to, the appointment of, or taking possession by, a receiver, custodian, liquidator or trustee or similar official pursuant to federal, state, or local laws; (e) A failure by the Grantee to comply with any of the provisions, terms or conditions of this Ordinance or with any rules, regulations, orders or other directives of the Grantor that is not cured within thirty (30) days after notice pursuant to Section 14(8)(3). (2) Upon the occurrence of an Event of Default, then, in accordance with the procedures provided in Section 14(8)(3), the Grantor may at its discretion, at any time during the term of this Ordinance: (a) Draw upon the Performance Bond, as permitted by this Ordinance; and/or (b) Require the Grantee to take such actions as the Grantor deems appropriate in the circumstances; and/or (c) Seek money damages and, if the Grantor prevails, such costs and reasonable attorney's fees incurred by the City, from the Grantee as compensation for such Event of Default; and/or (d) Seek to obtain the appointment of a court-appointed trustee or similar Person to take any actions which the Grantor deems appropriate in the circumstances; and/or (e) Revoke the Franchise by termination of this Ordinance pursuant to this Section 14; and/or (f) Exercise any other remedies that may be available under applicable law. 21 (3) The Grantor shall exercise throcedurespsetlforth below ion 14(B)(2) in accordance with the p (a) The Grantor shall notify the Grantee, in writing, of an alleged Event of Default, which notice shall specify the alleged Event of Default with30edaansb afterrreceiptlof•such Grantee shall, within thirty ( ) Y notice or such longer period of time as Grantor may specify in such notice, either cure such alleged Event of Default or, in a written response to the Grantor, either present facts and arguments in refutation or excuse of such alleged Event of Default or state that such alleged Event of Default will be cured and set forth the method and time schedule for accomplishing such cure. whether an Event of (b) The Grantor shall B ete~ her such Event of Default is Default has occurred; ( ) excusable; and (C) whether such Event of Default has been cured or will be cured by the Grantee. (c) If the Grantor determines that an Event of Default has occurred and that such Event of Default is not excusable and has not been or will not be cured by the Grantee in a manner and in accordance with a schedule reasonably satisfactory to the Grantor, then the Grantor shall prepare a written report which may recommend the action to brovide nnot ceh and aatcopy governing body. The Grantor shall p of such report to the G determines that such Event tof Grantor's governing body Default has not occurred, or that such Event of Default either has been or will be cured in a manner and in accordance with a schedule orassuchlyEventlsof t Defa It tis Grantor's governing body, excusable, such determination shall conclude the investigation. (d) If the Grantor's governing body determines that such Event of Default has occurred, and that such Event of Default has not been and will not be cured in a manner tod the accordance with a scheduland that asuch Event aof oDefault is Grantor's governing body, take an of the actions not excusable, then the Grantor may Y provided in section 14(B)(2). (C) In the event of any termination of this Ordinance, whether by expiration (where the revo ationoor otherwisek renewal or where renewal is denied), the Grantor may (i) direct the Grantee to operate the System on behalf of the Grantor pursuant to the provisions of this ordinance and such additional terms and conditions as are equitable to the Grantor and the Grantee, for a period of up to twelve (12) months; or (ii) order the Grantee torom t and construction and operational activities in a p P 22 workmanlike manner. (D) In addition to its rights under Section 14(C), upon any termination, the Grantor may issue a removal order directing the Grantee to remove, at the Grantee's sole cost and expense, all or any portion of the System from all Rights-of- Way and other public or nonpublic property within the Franchise Area, subject to the following: (1) in removing the System, or any part thereof, the Grantee shall, at its own expense, refill and compact any excavation it makes, and shall leave the Rights-of-Way and other property, including utility cables, wires and attachments, in as good condition as that prevailing prior to the Grantee's removal of the System; (2) the liability insurance and indemnity provisions of this Ordinance shall remain in full force and effect during the period in which the System is being removed and the associated repa=rs to the Rights-of-Way and other property are being made; and (3) if in the reasonable judgment of the Grantor, the Grantee fails to substantially complete removal, including repair of the Rights-of-Way and other property within twelve (12) months of the Grantor's issuance of a removal order, the Grantor shall have the right to: (A) authorize removal of the System, at the Grantee's cost, by another Person; and (B) declare that all rights, title and interest to the System belong to the Grantor, including any portion of the System not designated for removal, without compensation to the Grantee. The Grantee shall execute and deliver such documents as the Grantor may request to evidence such ownership by the Grantor. Notwithstanding the foregoing, the Grantee may dispose of any portion of the System not designated by the Grantor for removal during such twelve (12) month period provided however, that if the Grantee fails to complete the removal of the portion{s) of the System designated for removal by the Grantor within such period, then all such portion(s) of the System not disposed of and all amounts collected for any portion(s) of the System disposed of by the Grantee during such per~~d shall belong to the Grantor, with no price due to the Grantee. Prior to the exercise of the provisions of this subsection, Grantee may request an extension of the removal period for good cause, including active good-faith negotiations for the sale of the System or parts thereof, and Grantor shall not unreasonable withhold approval of such extension request. (4) Upon any termination and as an alternative to ordering 23 removal of the System, the Grantor may acquire or effect a transfer to a third party of all or any part of the System and all components thereof necessary to maintain and operate the System pursuant to the terms of this Ordinance. (5) The price to be paid to the Grantee upon an acquisition or transfer by the Grantor shall depend upon the nature of the termination as follows: (a) If the Franchise expires without the Grantee seeking renewal or if the renewal is denied, then the price shall be the fair market value of the System valued as a going concern with a deduction for the value allocable to the Franchise itself; and (b) If the termination is due to a revocation of the Franchise for cause, such as the occurrence of an Event of Default as provided in Section 14 (B) , the price shall be an equitable price, considering the injury to the Grantor and the residents of the City of Sebastian and with no value allocable to the Franchise itself. (E) In the event of any acquisition, transfer or Abandonment pursuant to Section 14(D), the Grantee shall: (1) cooperate with the Grantor or third party in maintaining continuity in the distribution of Services to Subscribers over the System; (2) promptly execute all appropriate documents to transfer to the Grantor or third party title to the System, all components necessary to operate and maintain the System, and any rights, contracts, permits or understandings necessary to operate or maintain the System including those necessary to the distribution of Services over the System. All items transferred shall be transferred free of any liabilities, except for the interests in collateral of lending institutions which are secured creditors or mortgagees of the Grantee with respect to the transferred collateral at the time of transfer. With respect to such creditors, the Grantor shall only be obligated to repay any outstanding amounts to the extent of the net operating revenues received by the Grantor from its operation of the System; and (3) promptly supply the Grantor or third person with all records necessary to reflect the change in ownership and to operate and maintain the System. (F) Notwithstanding any provisions to the contrary in this Section 14, Grantee may terminate the Franchise and all of its obligations under this Ordinance and transfer all of its rights in or to the System to its affiliated telecommunications company, Falcon Cable Media, a California 24 limited partnership, or its successors under the following circumstances: (1 ) At any time following sixty (60) days' prior written notice to the Grantor (or such shorter prior written notice as may be required under an applicable final order by the FCC or a federal court order) if, pursuant to an applicable final order by the FCC or a federal court, Grantee determines in the exercise of its good faith legal judgment that it is prohibited by federal or state law from acting as a cable operator within the City or otherwise complying with the material terms of this Franchise. (2) Within ninety (90) days after the end of ten (10) years. from the effective date of this Ordinance, if at the end of such ten (10) year period, Grantee does not then have Subscribers on its Cable System in the City equal to at least ten percent (10$) of the total homes passed and capable of receiving Service from such Cable System, notice to terminate under this provision shall be given to the Grantor in writing, with such termination to take effect no sooner than one hundred and twenty (120) days after giving such notice. Grantee shall also be required to give its then current subscribers not less than ninety (90) days' prior written notice of its intent to cease operations. (3) At any time, if Grantee determines in the good faith exercise of its business judgment that developments in applicable law or technology indicate that video consumers in the City can be better served by Grantee and/or any of its affiliates through a mode of operation other than a Cable System, and submits to the City Council: (i)certification, approved by the Federal Communications Commission (FCC) pursuant to the authority granted by Section 653 of the Telecommunications Act of 1996, of the operation of this Cable System as an open video system; and (ii) an agreement with the Grantor containing provisions substantially similar to the provisions contained in this Franchise, to the extent that such provisions are applicable to Grantee as a video program provider utilizing an open video system and/or are required under Section 653 of the Telecommunications Act of 1996; and (iii) its affiliate's adoption of provisions substantially similar to the provisions contained in this Franchise, including provisions for the payment of franchise-like fees, to the extent that any such provision is applicable to such affiliate, is in compliance with any applicable common carrier requirements. and also remains applicable to operation of an open video system under Section 653 of the Telecommunications Act of 1996. 25 Following submissions pursuant to this Subsection (F)(3), approval by the City Council shall not be unreasonably withheld and will be acted upon within 90 days of their delivery by Grantee. (G) Nothing in this Section 14 or any other section of this Ordinance shall be construed to preclude Falcon Cable Media, a California limited partnership, or its successors or assigns from being entitled to acquire or use the System for all lawful purposes related to its telecommunications business, in accordance with Falcon Cable Media, a California limited partnership, existing grant of authority from Grantor pursuant to Ordinance No. 218E as may have be amended, assigned or renewed from time to time. Section 15. -- Liability and Insurance (A) Prior to commencement of construction, but in no event later than sixty (60) days after the effective date of this Ordinance and thereafter continuously throughout the duration of the Franchise and any extensions or renewals thereof, the Grantee shall furnish to the Grantor, certificates of insurance, approved by the Grantor, for all types of insurance required under this Section. Failure to furnish said certificates of insurance in a timely manner shall constitute a violation of this Ordinance. (B) Neither the provisions of this Section nor any damages recovered by the Grantor hereunder, shall be construed to or limit the liability of the Grantee under any Franchise issued hereunder or for damages. (C) All insurance policies maintained pursuant to this Ordinance or the Franchise shall contain the following, or a comparable, endorsement: It is hereby understood and agreed that this insurance policy may not be canceled by the insurance company or the insured, the intention not to renew be stated by the insurance company, the limits of said policy be reduced, or the deductible or self-insured retention be increased until thirty (30) days after receipt by the City Manager, by certified mail, of a written notice of such intention to cancel, not to renew, reduce the limits or increase the deductible. (D) The Franchise and all contractual liability insurance policies maintained pursuant to this Ordinance of the Franchise shall include the following provisions: The Franchisee/Grantee/Insured agrees to indemnify, save harmless and defend the City of Sebastian, its officials, 26 agents, servants, and employees, and each of them against and hold it and them harmless from any and all lawsuits, claims, demands, liabilities, losses and expenses, including court costs and reasonable attorney's fees, for or on account of any injury to any person. or any death at ro ertime which tmay from such injury, or any damage to any p p Y. arise or which may be alleged to have arisen, whether in whole or in part, out of or in corm the °n Grantee's actagentsr omissions of the Grantee, subcontractors, delegees, transferees, or assigns, or anyone else for whose acts the Grantee may be liable. This includes claims made by the employees of Grantee against the Grantor and the Grantee waives Florida1tSt tutes if Nothing o contained under Section 440.11, herein shall be construed as a waiver of any immunity from or limitation of liability the Grantor may be entitled to under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. (E) All insurance policies provided under the provisions of this Ordinance or the Franchise shall be written by companies authorized to do business in the State of Florida. and approved by the State Department of Insurance and having a Best rating of not less than A. (F) The Grantor shall be olicies issued to the Granteensured on all general liability p (G) To offset the effect all ofltheacoverage, 1 mitsfland changing liability limits, amounts of the insurance provided for herein are e~jp riod reasonable increase at the end of every three (3) y of the Franchise, applicable to the next three year period, upon the determination of the Grantor; provided at no time shall the grantee be required to provide insurance in amounts of coverage which exceed any other cable operators within the City. (H) General Liability Insurance•Franchiset granted hereunder and by it acceptance of any specifically agree that it will maintain throughout the term of the Franchise, general liability insurance insuring the Grantee in the minimum of $5,000,000 general aggregate. (I) Such general liability must include remises o er tionsf the following: comprehensive form, undergroundp hazard, explosion and collapse hazard, products/completed operations hazard, contractual insurance, broad form property damage, and personal injury. (J) Automobile Liability Insurance. The Grantee shall maintain, and by its acceptance of any Franchise granted hereunder specifically agrees that it will maintain 27 throughout the term of the Franchise, automobile liability insurance for owned, non-owned, or rented vehicles in the minimum amount of: (1) $1,000,000 for bodily injury and consequent death per occurrence; (2) $1,000,000 for bodily injury and consequent death to any one person; (3) $500,000 for property damage per occurrence. (K) Worker's Compensation and Employer's Liability Insurance. The Grantee shall maintain and by its acceptance of any Franchise granted hereunder specifically agrees that it will maintain throughout the term of the Franchise, Worker's Compensation and employer's liability, valid in the State, in the minimum amount of: (1 ) Statutory limit for Worker's Compensation. (2) $500,000 for employer's liability. Section 16. -- Subsequent Action (A) The Grantor and the Grantee hereby respectively waive any and all rights, other than constitutional rights, at any time or in any manner or proceeding, to challenge this Ordinance or the validity of any term or provision of this Ordinance; provided, however, that the Grantor or the Grantee may challenge any provision of this Ordinance based on a change in law, should the law pertaining to that particular provision change subsequent to the execution of this Ordinance. The Grantee agrees that it will not challenge the Grantor's authority to enter into this Ordinance as of the effective date hereof. (B) In the event that, after the Effective Date, any court, agency, commission, legislative-body, or other authority of competent jurisdiction: (A) declares this Ordinance invalid, in whole or in part, or (B) requires the Grantee either to: (a) perform any act which is inconsistent with any provision of this Ordinance or (b) cease performing any act required by any provision of this Ordinance, then the Grantee and the Grantor shall enter into good faith negotiations to amend this Ordinance, so as to enable the Grantee to perform obligations and provide Services for the benefit of the Grantor and others equivalent to those immediately prior to such declaration or requirement, to the maximum extent consistent with said declaration or requirement. In connection with such negotiations, the Grantor and the Grantee shall consider whether the circumstances existing at that time are such that the Grantee should continue to perform such obligations or their equivalent. (C) To the extent that any statute, rule, regulation, 28 ordinance or any other law is enacted, adopted, repealed, amended, modified, changed or interpreted in any way during the term of this Ordinance so as to enhance the Grantor's ability to meet the cable-related needs and interests of the community, or increase Grantor's ability to regulate Grantee and the Cable System, the Grantor and the Grantee shall negotiate in good faith as to what modifications to this Ordinance including Appendixes A, B, C and D, or regulation of the System might be appropriate to reflect such enactment, adoption, repeal, amendment, modification, change or interpretation. Section 17. -- Miscellaneous (A) Controlling Authorities. This Ordinance is made with the understanding that its provisions are controlled by the Cable Act, other federal laws, state laws, and all applicable local laws, ordinances, and regulations. (B) Appendices. The Appendices to this Ordinance, attached hereto, and all portions thereof and exhibits thereto, are, except as otherwise specified in such Appendices, incorporated herein by reference and expressly made a part of this Ordinance. (C) Enforceability of Agreement: No Opposition. By execution of this Ordinance, the Grantor and Grantee acknowledges the validity of the terms and conditions of this Ordinance under applicable statutory, administrative and case law in existence on the Effective Date, and pledges it will not assert in any manner at any time or in any forum that this Ordinance, the Franchise, or the processes and procedures pursuant to which this Ordinance was entered into and the Franchise was granted are not consistent with the applicable Law in existence on the Effective Date. (D) Notices. All notices required by this Ordinance shall be in writing and shall be sufficiently given and served upon the other party by first class mail, registered or certified, return receipt requested, postage prepaid, and addressed as follows: with a copy to: City of Sebastian 1225 Main Street Sebastian, FL 32958 Attn: City Manager with a copy to: Falcon Cable Media, a California limited partnership Corporate Headquarters 29 10900 Wilshire Boulevard 15th Floor Los Angeles, California 90024 (E) Police Powers. The Grantor reserves the right and intends to exercise the full scope of its municipal powers, including both its police powers and contracting authority, to promote the public interest and protect the health, safety and welfare of its citizens. Any conflict between the provisions of this Franchise and any other present or future lawful exercise of the Grantor's police powers shall be resolved in favor of the latter. (F) Binding Effect. This Ordinance shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted transferees and assigns. All of the provisions of this Ordinance apply to the Grantee, its successors, and assigns. (G) No Waiver Cumulative Remedies. No failure on the part of the Grantor to exercise, and no delay in exercising, any right or remedy hereunder including, without limitation, the rights and remedies set forth in Section 14 of this Ordinance, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other right or remedy, all subject to the conditions and limitations established in this Ordinance. The rights and remedies provided herein including, without limitation, the rights and remedies set forth in Section 14 of this Ordinance, are cumulative and not exclusive of any remedies provided by law, and nothing contained in this Ordinance shall impair any of the rights or remedies of the Grantor under applicable law, subject in each case to the terms and conditions of this Ordinance. (H) Severability. If any section, subsection, sentence, clause, phrase, or other portion of this Ordinance is, for any reason, declared invalid, in whole or in part, by any court, agency, commission, legislative body, or other authority of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent portion. Such declaration shall not affect the validity of tY.s remaining portions hereof, which other portions shall continue in full force and effect. (I) No Aaency. The Grantee shall conduct the work to be performed pursuant to this Ordinance as an independent contractor and not as an agent of the Grantor. (J) Governinu Law. This Ordinance shall be deemed to be executed in the City of Sebastian, Florida, and shall be governed in all respects, including validity, interpretation 30 and effect, and construed in accordance with, the laws of the State of Florida, as applicable to contracts entered into and to be performed entirely within that State. (K) Survival. All representations and warranties contained in this Ordinance shall survive the term of the Ordinance. (L) Delegation of Grantor Ricrhts. The Grantor reserves the right to delegate and re-delegate, from time to time, any of its rights or obligations under this Ordinance to any body, organization or official. Upon any such delegation or re- delegation, references to "Grantor" in this Ordinance shall refer to the body, organization or official to whom such delegation or re-delegation has been made. Any such delegation by the Grantor shall be effective upon written notice by the Grantor to the Grantee of such delegation. Upon receipt of such notice by the Grantee, the Grantee shall be bound by all terms and conditions of the delegation not in conflict with this Ordinance. Any such delegation, revocation or re-delegation, no matter how often made, shall not be deemed an amendment to this Ordinance or require any consent of the Grantee (M) Claims Under Agreement. The Grantor and the Grantee, agree that, except to the extent inconsistent with Section 635 of the Cable Act (47 U.S.C. § 555), any and all claims asserted by or against the Grantor arising under this Ordinance or related thereto shall be heard and determined either in a court of the United States located in Tampa, Florida ("Federal Court ) or in a court of the State of Florida located in Indian River County ("Florida State Court.). To effectuate this Ordinance and intent, the Grantee agrees that if the Grantor initiates any action against the Grantee in Federal Court or in Florida State Court, service of process may be made on the Grantee either in person, wherever such Company may be found, or by registered mail addressed to the Grantee at its office in the Franchise Area as required by this Ordinance, or to such other address as the Grantee may provide to the Grantor in writing. (N) Modification. Except as otherwise provided in this Ordinance, any Appendix to this Ordinance, or applicable law, no provision of this Ordinance nor any Appendix to this Ordinance, shall be amended or otherwise modified, in whole or in part, except by an instrument, in writing, duly executed by the Grantor and the Grantee, which amendment shall be authorized on behalf of the Grantor through -the adoption of an appropriate resolution or order by the City Council, as required by applicable law. (O) Delays and Failures Beyond Control of Grantee. Notwithstanding any other provision of this Ordinance, the Grantee shall not be liable for delay in performance of, or 31 failure to perform, in whole or in part, its obligations pursuant to this Ordinance due to strike, war or act of war (whether an actual declaration of was is made or not), insurrection, riot, act of public enemy, accident fire, flood or other act of God, technical failure, sabotage or other events, where the Grantee has exercised all due care in the prevention thereof, to the extent that such causes or other events are beyond the control of the Grantee and such causes or events are without the fault or negligence of the Grantee. In the event that any such delay in performance or failure to perform affects only part of the Grantee's capacity to perform, the Grantee shall perform to the maximum extent it is able to do so and shall take all steps within its power to correct such cause(s). The Grantee agrees that in correcting such cause(s), it shall take all reasonable steps to do so in as expeditious a manner as possible. The Grantee shall notify the Grantor in writing of the occurrence of an event covered by this Section within five (5) business days of the date upon which the Grantee learns of its occurrence. Section 18. -- Acceptance Within thirty (30) days of adoption, Grantee shall signify its acceptance of the Franchise terms in writing, and execution of the franchise agreement must be completed within thirty (30) days thereafter, or the approval hereof by the City Council shall be rendered void. Section 19. -- Publication in Accordance With Law This Ordinance shall be published in accordance with the requirements of law. Section 20. -- Effective Date This Ordinance shall take effect immediately upon adoption and Grantee's execution of the franchise agreement. The foregoing O finance !was moved for adoption by Councilmember The motion was seconded by Councilmember and, upon being put into a vote, the vote was as follows: MayorRuth Sullivan Vice-Mayor Martha Wininger Councilmember Louise R. Cartwright Councilmember Larry Paul Z Councilmember Charles Neuberger 32 The Mayor thereupon declare his Ordinance duly passed and adopted this ~- day of ,1.1~.(~a~Y1~~. _ _ _, 1998. FLORIDA A'P'1'E ~ 1 : a hry O'Ha oran, CMC/AAE City Cleik (Sealj CITY OF SEBASTIAN, By: Ruth Sullivan, Mayor Approved as to Form and Content for Reliance by the City of Sebastian Only: ~~ ~' Rich tringer City Attorney 33 APPENDIS A THE SYSTEM 1. SYSTEM AND CAPACITY a. System Design. Grantee agrees that, in consideration of the City's renewal of the Franchise, it will upgrade the cable system within twenty-four (24) months of the effective date of this agreement. The upgraded system will be completed so as to provide the capability of passing a minimum of eighty-four (84) channels on an analog and/or digital basis through its trunk and feeder lines. Falcon may provide programming services by any industry-acceptable technology. For example, Falcon may utilize digital compression to achieve the programming services capacity requirement. The upgraded system will utilize components capable of meeting or exceeding the minimum FCC technical requirements. Such components may include fiber optic cable, upgraded electronics, and other items to ensure improved signal quality and reliability of the system. As part of the system upgrade, Falcon agrees that it will ensure the quality and reliability of signals currently being transmitted to the City of Sebastian, and that all signals transmitted on the Sebastian cable system shall meet all federal technical standards applicable to television signal quality. The transmission technology will meet all federal technology specifications and pass a high quality video signal to subscribers. b. Construction Oversight. Grantee shall over see the construction. The oversight shall be headed by a Construction Manager with field engineers and field planning/quality control persons dedicated to the construction project. One hundred percent (100$) of the System shall be visually inspected to insure compliance and ten percent (10$) of all work shall be tested by the system operator and system technicians. If during testing or inspection, the Grantee finds the quality of work to be substandard, the Grantee shall use its best efforts to take the necessary corrective action in a timely manner. Grantee shall contact in person or by telephone ten percent (10~) of the subscribers to assess the quality of the work performed and any construction problems. The general contractor building the System shall supervise any components of the System construction undertaken by independent contractors. c. Compliance with Applicable Law. In construction, operating and maintaining the System, Grantee shall at all times comply with this 34 Agreement and all applicable laws and regulations. d. Subscriber Drops. All Subscriber drops in the Franchise Area shall meet .the standards of the National Electrical Code or the systems design specifications in l.a above. The System shall be designed to allow each Subscriber drop to provide service to a minimum of two (2) television outlets. e. Equipment Quality. Equipment used for the distribution system, head end and reception facilities shall be of good and durable quality and be serviced and repaired on a regular basis. f. Converters. Grantee shall provide the converters specified in this Agreement to Subscribers utilizing converters upon subscription to the System.. Grantee shall not scramble the basic. tier. g. Emergency Alert. Grantee shall provide an all-Channel audio-only emergency alert system for use by the Grantor. Grantee's system services many communities, not all of which may be affected by a local emergency affecting the Grantor. If the Grantor utilizes the emergency alert system, it shall exercise due care and diligence with respect to individuals authorized to access the system. The emergency alert system shall be tested at least twice each year. The Grantee shall provide an automatic tone that shall commence emergency broadcast. Emergency messages shall- be able to be initiated from any touch-tone phone with an access code. The emergency alert service shall be upgraded throughout the Franchise term as set forth in FCC rules, regulations, or guidelines. Notwithstanding the foregoing, Grantee shall maintain throughout the term of this agreement the capacity for the City to access the emergency alert system and shall not claim the City's rights hereunder have been preempted by federal or state law. After July 1, 1997, the Cable System shall use a common EAS protocol, as defined in Section 11.31 in the Code of Federal Regulations. to send and receive emergency alerts in accordance with the following: Two tone signal from storage device required. 8 to 25 seconds in duration Digital encoder and decoder required. The digital encoder and decoder shall provide: (1) a video message on all Channels or other alerting techniques to the hearing impaired and deaf Subscribers. (2) an audio message and video interruption on all Channels. (3) a video message on at least one Channel to all Subscribers h. Emergency Messages. The Grantee shall provide, no 35 later than three (3) months following the provision of commercial Cable Service, an emergency audio override capability to permit the City to interrupt the audio portion of all video Channels carried over the Cable System for purposes of providing an audio message on all such Channels simultaneously in the event of disaster or public emergency. The procedures governing the use of such emergency alert capability shall include the following: (1) The emergency alert system shall be accessed only in the event of a local emergency and duly proclaimed in accordance with applicable local law. If possible under the circumstances, the City shall use reasonable efforts to contact the Grantee prior to accessing the emergency alert system. (2) The emergency alert system shall only be accessed by the City Manager or those individuals specifically designated by the City Manager. (3) The Grantor acknowledges that the Grantee's Cable System services many communities utilizing an integrated technical configuration, not all of which will necessarily be affected by a local emergency affecting the City. If the City utilizes the emergency alert system, all of the Grantee's Subscribers served by the head end or signal collection point serving the City will be capable of receiving the alert, including Subscribers in other communities. Therefore, the City shall exercise due care and diligence with respect to (i) those individuals authorized to access the emergency alert system and (ii) the circumstances in which the emergency alert system is actually used.. i. Ongoing Preventive Maintenance. System signal levels for .the individual Channels at the head end shall be monitored and adjusted on a daily or every other day basis. The performance of the Cable System at the ends of the cascades shall be monitored-on a weekly basis for each node and monthly for every end of line cascade.. System frequency response shall be a?justed to meet peak performance on a twice a year cycle. Standby power supplies shall be monitored for proper voltage and battery capacity on a quarterly year basis. Failure of the batteries to supply current for a predetermined amount of time shall dictate replacement of the batteries. The antennas and satellite dishes shall be maintained by 36 having their alignment checked and realigned at least on a yearly basis or after any severe storm activity at the location of the antennas or dishes. Head end components such as processors and modulators shall have their frequency response checked and adjusted twice a year. optical transmitters, receivers and optical path loss shall be monitored on at least a twice a year basis. Parameters found to be out of tolerance shall be adjusted. FCC mandated signal leakage and system proof-of- performance tests shall be in accord with Part 76 of the federal Code of Regulation. j. Satellite Earth Station. The System configuration shall include earth stations which shall ensure the ability to receive signals from operational communications satellites that predominately carry programming services available to Cable Systems throughout the life of the Franchise. k. Standby Power. Grantee shall provide a twenty-four (24) hour power-generating capacity at the head end. Grantee shall maintain standby power system supplies, rated for at least two (2) hours duration at all optical node locations in the distribution network. 1. Parental Control. The Grantee shall provide parental control devices that will allow any Channel or Channels to be locked out. For all scrambled Channels, parental control will be an optional feature of the Grantee's set top box. Grantee shall provide a parental control option without charge to Subscribers, upon request that shall block out the audio and video of any unscrambled Channels carrying predominately adult programming. m. Performance Testing. Grantee shall perform all system tests and maintenance procedures as required by and in accordance with: the FCC; this Ordinance; Grantee's standards of good operating practice, and the National Cable Television Association's test procedure guidelines. n. Technical Standards. The Cable System permitted to be operated hereunder shall be installed and operated in conformance with this Ordinance, National Electrical Code, OSHA Rules and Regulations, where applicable to Cable System construction, and FCC rules and regulations. Any FCC technical standards or guidelines related to the Cable System and facilities shall be deemed to be regulations under this Franchise. 37 o. Employee Identification. Grantee shall provide a standard identification document to all employees, including employees of subcontractors, who shall be in contact with the public. Such documents shall include a telephone number that can be used to verify identification. In addition, Grantee shall use its best efforts to clearly identify all field personnel, vehicles, and other major equipment that are operating under the authority of Grantee. p. Stereo. The System shall have the capability and shall provide Broadcast Television Systems Committee (BTSC) stereo signals on all broadcast channels transmitting in stereo and on a minimum of eight (8) satellite services provided in the basic tier. q. State of the Art. Throughout the term of the Franchise, Grantee shall construct, operate, maintain, and upgrade the Cable System in order to ensure that it continuously conforms to the State of the Art. r. Upstream Signals. To the extent that Grantee chooses to design its Cable System- for two-way capability, Grantee agrees to use all reasonable efforts to design such two-way capability so as to permit the future implementation of upstream signal carriage without requiring modifications to its design. Grantee shall be required to offer two-way Services for Subscribers only following satisfaction of each of the following conditions: (i) the offering of such two-way Services is permissible under applicable federal and state laws, Ordinances, rules and regulations, (ii) the Grantee has secured all certificates, licenses, authorizations and approvals from federal and state agencies necessary for the offering of such Services, provided, however, that the Grantee shall seek to obtain such approvals in a diligent and timely manner, (iii) cable Subscribers and/or potential cable Subscribers have a demonstrable interest in subscribing to such two-way Services, together with a demonstrable willingness to pay a reasonable rate for such Services, in each case as evidenced by at least one statistically significant survey, provided, however, that upon the reasonable written request of the City it shall be the Grantee's burden to demonstrate to the City's reasonable satisfaction that such Subscriber interest is insufficient and (iv) the investment necessary to implement such two-way capability, together with a reasonable rate of return, can be reasonably expected to be recovered from the incremental revenue anticipated from the provision of such Services over a period of time which is reasonable and customary in the cable television 38 industry for such investments, and such investment shall not be recovered from Subscribers to other or non-two way Services. 2. CONSTRIICTZON a. System Design Review. The City shall have the authority to review the technical design plans of the System to ensure that the System design meets the requirements of this ordinance, as well as applicable portions of the City Code governing construction within public Rights-of-Way. Grantee's engineer shall review the design with City designated persons. The following design information shall be reviewed with City designated persons: engineering design maps; key for design maps; System level design information (e.g., block diagram of headed, satellite or off-air studies, power supply map); and test plan for the existing coaxial cable to be used in the System. b. Construction Manual. Grantee shall construct the System in accordance with Grantee's construction manual. c. Underground Construction. Grantee shall participate in and use Florida One Call and ensure that cable_is buried at a depth specified by city regulations. Temporary drops shall be buried within one month of installation, weather permitting. Grantee shall comply with the Grantor's current or future plans to have cable and utilities placed underground. Grantee in accordance with such plan shall at its expense, remove, relay, and relocate its equipment, provided, however, that other utilities are similarly required to do such work at their own cost and expense. d. Consumer Compatibility. Grantee shall comply with FCC consumer compatibility rules and guidelines and shall use its best efforts to provide Subscriber friendly technology. When High Definition Television (HDTV), is available, economically feasible, and requested by Grantee's System Subscribers, Grantee shall provide it. Grantee shu~l update the City of Sebastian as to the advances in and availability of new technology Services such as HDTV, digital television, and digital compression. Grantee shall provide the basic tier in unencoded and unscrambled form. Subscribers shall not be required to use a set-top box, home terminal unit, cable box or similar device to receive any Basic Cable Service. e. Construction Timetable. The permitting and 39 construction shall commence no more than ninety (90) days following the Franchise award. The construction shall be completed except for periods of force majeure, and for periods of delay caused by the City, within twenty four (24) months of the commencement of construction. Grantee shall keep the Grantor informed °to tensure mpublic construction schedule, as necessary, P safety and/or comply with Grantor's rules and regulations. The following schradee is the approved schedule for the Cable System Up-g Phase I Months 1 through 4 As built of existing system completed Months 5 through 8 Complete Design for 84 Channel Up- grade Months 9 through 12 Permit Submittal Phase II er month of line upgrade Months 13 - 16 15 miles p completed Months 17 - 20 15 miles per month of line upgrade completed Months 21 24 15 miles per month of_line upgrade completed 180 12 months total miles f. Right of Inspections. The Grantor shall have the right to inspect any construction and installation work performed subject to the provisions of this Ordinance, and shall make such tests as it shall find necessary to ensure compliance with the terms of this Ordinance and other pertinent provisions of the law over which the Grantor has jurisdiction. 3. CONSTRUCTION AND PERFORMANCE FUND The grantee shall establish a construction performance fund with the Grantor depositing the amount of fifty thousand dollars ($50,000.00), with the Grantor in cash, an unconditional letter of credit or other instrument acceptable to the Grantor, which fund shall be maintained at the sole expense of the Grantee. The balance in the fund shall be released back to the Grantee upon completion of the improvements to the Cable System in accordance with approved scheduled construction improvements. a. The fund shall serve as security for the full and complete performance wradin ofh theaCableeSyst m,e schedule and construction up-g 9 b. Any part of the approved schedule which becomes 40 more than thirty (30) or more days behind in its scheduled progress may be subject to a an assessment of five hundred ($500.00) dollars penalty for each day that the project remains behind schedule; c. Before any sums are withdrawn from the fund, the Grantor shall give written notice to the Grantee: (i) describing the act, default or failure of the scheduled improvement to be remedied or the damages, costs or expenses which the Grantor has incurred by reason of Grantee's act or default; (ii) that the Grantee will be given an opportunity to review the failure or default of the Grantee in meeting the scheduling and construction of the Cable System up-grade as is described within a written notice from the Grantor; (iii) providing reasonable opportunity for the Grantee to first remedy the existing or on going failure or default in the upgrading of the Cable System; (iv) providing a reasonable opportunity for the Grantee to pay monies due the Grantor before Grantor withdraws the amount form the fund, if applicable. d. The Grantee shall replenish the construction performance fund within fourteen (14) days after written notice from the Grantor that there is a deficiency in the amount of the fund on deposit with the Grantor. 41 APPENDIX B Terms and Conditions Applicable to Aork on the System General Requirement. The Grantee agrees to comply with each of the terms set forth in this Appendix B and in Appendix A to this Ordinance governing construction and technical requirements for the system, in addition to any other requirements or procedures reasonably specified by the Grantor pursuant to its police power or as otherwise permitted by applicable law. Quality. All work involved in the construction! operation, maintenance, repair upgrade, and removal of the System shall be performed in a safe, thorough and reliable manner using materials of good and durable quality. Zf, at any time, a reasonable determination is made by the Grantor or any other agency or authority of competent jurisdiction that any part of the. System, including, witYiout limitation, any means used to distribute Signals over or within the System, is harmful to the health or safety of any Person, then the Grantee shall, at its own cost and expense. .promptly correct all such conditions. New Grades or Lines. If the grades or lines of any street within the Franchise Area are to be changed at any time during the term of this Ordinance, then the Grantee shall, at its own cost and expense and upon reasonable written notification and request of the Grantor, protect or promptly alter. or relocate the System, or any part thereof, so as to conform with such new grades or lines. In the event that the Grantee refuses or neglects to so protect, alter, or relocate all or part of the System, the Grantor shall have the right to break through, remove, alter or relocate all or ant part of the System without any liability to the Grantee, any Affiliated Person or any other Person, and the Grantee shall pay to the Grantor the documented costs incurred in connection with such breaking through, removal, alteration, or relocation. Protect Structures. In connection with the construction, operation, maintenance, repair, upgrade, or removal of the System, the Grantee shall, at its own cost and expense, protect any and all existing structures 42 belonging to the Grantor and all designated landmarks. The Grantee shall obtain the prior approval of the Grantor before altering any water main, sewerage or drainage system, or any other municipal structure in the Rights-of-Way required because of the presence of the System in the Rights-of-Way. Any such alteration shall be made by the Grantee, at its sole cost and expense, and in any reasonable manner prescribed by the Grantor. The Grantee agrees that it shall be liable, at its own cost and expense, to replace or repair and restore to serviceable condition, in any reasonable manner as may be specified by the Grantor, any Street or any municipal structure involved in the construction, operation. maintenance, repair, upgrade or removal of the System that may become disturbed or damaged as a result of any work thereon by or on behalf of the Grantee pursuant to this Ordinance. No Obstruction. In connection with the construction, operation, maintenance, repair, upgrade, or removal of the System, the Grantee shall not obstruct the Rights- of-Way, subways, railways, passenger travel, river navigation, or other traffic to, from, or within the Franchise Area without prior consent of the appropriate authorities. IIse. All transmission and distribution structures, lines and equipment erected by the Grantee within the limits of the Franchise shall be so located as to cause minimum interference with the proper use of streets, alleys and other public ways and places, and to cause minimum interference with the rights or reasonable convenience of property owners who adjoin any of the said streets, alley or other public ways and places. Restoration. In case of any disturbance of pavement, sidewalk, driveway or other surfacing and/or landscape treatment or damages to Grantor's structures and facilities caused by the Grantee's operations and activities, the Grantee shall, at its own cost and expense and in a manner approved by the Grantor, replace and restore all paving, sidewalk, driveway or surface of any street or alley disturbed and/or landscape treatment,. structures and facilities, in as good a condition as before said work was commenced and in accordance with the City Code. However, should the Grantee fail to commence restoration after (15) days notice, in writing, to said Grantee by the Grantor, the Grantor may make such repair and restoration and the cost of the same shall be paid by the Grantee. Repairs to the water, sewer and other utility services shall be performed immediately upon discovery of any break(s) in said lines. Grantee shall warrant for one (1 ) year, all construction work 43 including work done to repair city streets and other property when the Grantee has had to dig up pavement, sidewalks or other City structures to install or repair its facilities. Relocation. If at any time during the period of this Ordinance, the Grantor shall lawfully elect to alter or change the grade of any street, sidewalk, driveway, alley or other public way, or alter or move any structure or facility of the Grantor within such Rights-of-Way, the Grantee, upon reasonable notice by the Grantor shall review, relay and relocate its conflicting poles, wires, cable, underground conduit and other fixtures at its own expense. Placement of Fixtures. Grantee shall not place poles or other fixtures where the same will interfere with any water hydrant, water main, sewage line, reclaimed water lines and hydrants, traffic signal poles and facilities, or storm drains and facilities or other fixtures placed in any Rights-of-Way shall be placed in such a manner as not to interfere with the usual travel on said streets, alleys and public ways. Temporary Removal of Aire for Building Moving. The Grantee shall, on the request of any person holding a building permit issued by the Grantor, temporarily raise or lower wires, cables and fixtures to permit the moving of buildings. The expense of such temporary removal, raising or lowering of wires, cables and fixtures shall be paid by the person requesting the same, and the Grantee shall have the authority to require such payment in advance. The Grantee shall be given notice of not less than forty eight (48) hours to arrange for such temporary wire changes. Tree Trimming. The Grantee shall have the authority to trim trees upon and overhanging streets, alleys, sidewalks, driveways and public places of the Grantor so as to prevent the branches of such trees from coming in contact with the wires and cables and fixtures of the Grantee. All trimming to be dcie pursuant to governing laws and at the expense of the Grantee. . IIaderground Facilities. All existing underground cable shall remain underground when repairs, replaced, extended or upgraded, when practical. Consistent with good engineering practices and economic feasibility, future construction shall be underground. Grantee shall relocate any above ground portion of its system underground in any area where existing power and telephone facilities are her after so relocated. Any such relocation shall be at 44 the Grantee's expense, and such relocation shall be accomplished concurrently with relocation of any such power and telephone facilities. The Grantee shall provide the Grantor with records or its as-built underground installation, on as-built computer file drawings provided by the Grantor (DWG format) within thirty (30) days of the Grantor's request for such information. Prior to the commencement of any work within the public right-of-way, the Grantee shall coordinate with the Grantor as to the location and identification of any of the Grantor's utility lines. Excavations. Replacement poles, underground cables or other, facilities of the System utilizing the public right-of-way shall be placed between the Right-of-Way line and the immediate curb line or edge of pavement of all streets and avenues and shall not be within the roadway recovery area. New underground cables, when it is practical to do so! shall have consistent alignment parallel with the edge of the pavement. Minimum cover shall be thirty (30) inches in all roads. Underground cables shall otherwise have a minimum cover of thirty (30) inches within the parkway. Conduits shall be bored under curbs and streets for-all street crossings and have a minimum cover of thirty (30) inches. Where boring is not feasible due to technical engineering reasons, the Grantor may deem excavation to be the only means possible. Temporary drops shall be buried within one (1) month of installation, weather permitting. Existing IItilities. Underground cables and conduits shall preferably be located on the opposite side of the Right- of-Way from the City underground utility lines. A three (3) foot separation must be maintained for all parallel utility installations. Cables placed on any poles located in any right of way used by vehicle traffic shall not be less than eighteen (18) feet from the ground. Grantee shall place and maintain cables in accordance with the National Electrical Code whenever crossing power lines. Deviations from these standards may be approved by Grantor on a case-by-case basis. Construction Plan and schedule. Within thirty (30) days from the signing of this Ordinance, and from time to time thereafter, Grantee shall file with the City Manager or other designated employees of the City, a general construction plan for its Cable System, including areas to be served, an estimated time schedule for such construction and a 24" x 36" general engineering map in a format acceptable to the City. Grantee shall have the right to modify the general construction plan at any time in its sole discretion upon notice to the City. The City will have twenty (20) business days following receipt of 45 the general construction plan or any changes thereto to review and notify Grantee in writing of any reasonable objection with regard to the construction plan or the prompt processing of permits. IInauthorized Installation. Except in an emergency, any underground conduits, or cables installed or placed without first having obtained the permits herein provided for shall be moved within thirty (30) days after receipt of written notice by Grantor to remove same. Grantee shall promptly notify Grantor of emergency underground construction activities. In default of compliance with such notice, the conduits, cables may be removed by order of the City and the cost of removal shall b borne and paid by the Grantee. Permits and Fees. Grantee's construction of its Cable System shall conform with all applicable state, federal and City laws and regulations. Grantee shall obtain the permits required for all construction to be performed within the public right-of-way; or within the public utility easements or public service easements located on private property. Grantee shall pay the City normal permit fees- associated with the construction of its Cable System. To the extent required by law, Grantee and each cf its subcontractors, contractors, agents or authorized representatives must be licensed to perform their service in the Franchise Area. Grantee assumes all responsibility for applicable permit(s), their requirements and conditions, including notification for inspection purposes, and conformance to Grantor specification.. Grantee assumes responsibility for licensing fees and any fines or penalties resulting from the failure of Grantee, its subcontractors, contractors, agents or authorized representatives to comply with this section of this Ordinance. The granting of this Franchise shall in no way limit the power of the Grantor to exercise its police power for the regulation of its streets, Rights-of-Way, easements or public lands and places beyond that which it could lawfully have done in the absence of the Franchise granted hereunder. Rights of-Way Not Warranted. Grantor does not warrant any right, title or interest of any Rights-of-Way in existence or hereafter acquired, used by Grantee or as may be used by Grantee in the future. IItility Projects. Upon Grantor's undertaking a utilities project and submission of plans or drawings to Grantee for review and comment. Grantee shall respond to Grantor no later than thirty (30) days from the date of receipt 46 of such plans to comment on the feasibility and compatibility of such plans with the existing facilities of the Grantee. Inspection. The Grantor shall have the .right to inspect all construction and installation work to insure compliance with governing ordinances. Expenses Incurred by Grantor. The Grantee shall compensate the Grantor for all costs incurred by the Grantor resulting from Grantees facility installation including preliminary and field locations of underground utilities; permit review and processing; responding to resident complaints and inquiries; inspection during installation;. potable water lost, repairs and damage due to broken water and sewer facilities; and other miscellaneous costs. Safety Precautions. The Grantee shall, at its own cost and expense, undertake all necessary and appropriate efforts to prevent accidents at its work sites, including the placing and maintenance of proper guards, fences, barricades. watchmen, and suitable and sufficient lighting.. The Grantor is not responsible in any way for supervision of the safety at Grantee's work sites. Moving Wires. The Grantor may, in case of fire, disaster, or other such emergency, as reasonably determined by the Grantor, in its sole discretion, cut or move any of the wires, cables, amplifiers, appliances, or other parts of the System, in which event the Grantor shall not incur any liability to the Grantee, any Affiliated Person or any other Person. The Grantor shall take reasonable efforts to consult the Grantee prior to any such cutting or movement of its wires, and the Grantee shall be given the opportunity to perform such work itself. All documented costs to repair or replace such wires, cables, amplifiers, appliances or other parts of the System shall be borne by the Grantee. No Liability for Public Work, etc. Neither the Grantor nor its officers, employees, agents, attorneys, consultants or independent contractors shall have any liability to the Grantee or any Affiliated Person for any liability as a result of or in connection with the protection, breaking through, movement, removal, alte ation, or relocation of any part of the System by or on behalf of the Grantee or the Grantor in connection with any emergency, public work,. public improvement, alteration of any municipal structure, any change in the grade or line of any street, or the elimination, discontinuation, and closing of any street. 47 APPENDIS C EDIICATIONAL AND GOVERNMENTAL ACCESS MATTERS ACCESS CHANNELS, EQUIPMENT, FACILITIES AND SERVICES A. Access Channels. Grantee shall provide the fallowing number of dedicated access channels: two (2) Channels for government access (one for the city of Sebastian and one for Indian River County); and two (2) Channels for educational access (one for the Indian River School District and one for Indian River. Community College). Such Channels shall be used exclusively for purposes of government and education access programming on a non-commercial, not-for-profit basis. Nothing in this Franchise shall prevent the Grantee from using unused government access channel capacity for commercial purposes. Grantee shall carry and transmit the educational and government Channels on its lowest Basic Service level. B. Interconnection Reciuirement. Grantee shall promptly interconnect the educational and governmental access Channels of its Cable System with the educational and governmental access Channels of all other local cable systems in order that the programming on such Channels can universally be available to all cable Subscribers within the Franchise Area. Grantee shall agree upon the most mutually convenient and cost-effective interconnection point and method with such other operators. Grantee shall be responsible for any costs and expenses necessary for such interconnections. If Grantee is unable to reach such an agreement within thirty days after requesting in writing to interconnect with other local cable operator(s), Grantor may assist in mediating such dispute. If no such agreement is reached within an additional thirty days, Grantee agrees that Grantor may designate the place of interconnection. C. Delivery and Oualitv of Signal. Grantee shall receive from interconnected local cable-operators all of the educational and governmental access programming carried upon such other operators' educational and governmental access Channels. Grantee shall be responsible for the costs of receiving the access programming from Grantor, or from interconnected cable operators, and distributing such programming on Grantee's Cable System. Grantee shall maintain the distribution system over which such Channels are carried on its Cable System and shall ensure that there is no material degradation in the 48 signal for such Channels as they are received by the Grantee for distribution over the Grantee's Cable System. Grantee shall not be responsible for the quality of the signal for any educational and governmental access programming delivered to the Cable System's head end or other agreed to signal interconnection point. If such signal is not of reasonably acceptable quality as compared to other signals then carried over the Cable System, Grantor shall make reasonable efforts to cause to be undertaken such efforts as may be necessary or appropriate to generate a signal of reasonably acceptable quality within thirty (30) days after receipt of written notice from Grantee. D. Education and Government Access SuoAOrt. Grantee shall provide an annual grant to Grantor to be used in support of the production of local educational, and governmental access programming (the "Annual Grant ). The Grantor can require such funds to be paid quarterly if demand for such is made by other cable operator producing such programs. Upon receipt, Grantor shall pay such funds to the local other cable operator currently providing services and equipment in support of such programming, or to any successor or successors which are charged with such responsibilities. Grantor may condition its remittance to the other operator, or any successor, upon the operator's compliance with all franchise requirements, particularly those related to access program production and interconnection with other cable systems. This Annual Grant from the Grantee shall not be considered as a credit against Grantee's Franchise fee. Grantor shall provide the Grantee with a complete accounting annually for the distribution of funds granted pursuant to this Paragraph D. The Annual Grant provided by Grantee hereunder shall be the sum of seven cents ($.07), per month per the number of Subscribers in the City each month to Grantee's Cable System's Basic Tier. The monthly rate will be adjusted annually for inflation by the Consumer Price Index (CPI - Southeastern U.S. for all urban consumers or the best replacement if no longer available). Partial one cent increments will be rounded to the next whole one cent payment. The Annual Grant payment(s), along with a brief summary of the Subscriber information upon which it is based, shall be delivered to Grantor within sixty (60) days after each calendar year or quarters as appropriate. Calcu'ation of the grant will commence with the first calendar month during which Grantee obtains Its first Subscriber in the City. In lieu of the Annual Grant in support of access programming outlined in this Paragraph D, upon the mutual agreement of Grantor and Grantee, Grantee may provide access programming support utilizing Grantee's mobile production van as mutually agreed to by the Grantor and Grantee. The provision of such Services, if any, by Grantee shall be subject to the provisions of Paragraph F below. 49 E. Government Access Facilities Grant. Grantee will provide Grantor with equipment necessary for live broadcast of City Council meetings from the City Council Chambers. Grantor will require an equivalent grant from any other cable provider in the granting of any franchises. F. Operation of Access Programming Facilities or Ectuipment. To the extent Grantee agrees with Grantor to provide, maintain, or operate any facilities or equipment used to produce educational and governmental access programming, Grantee shall do so for the benefit of itself and all interconnected cable operators. Without Grantor's express written permission to do otherwise, Grantee shall not use its brand name or send any promotional or other announcements with respect to Grantee's service on any education or government access Channel or use such Channels in any manner that would make distribution of the programming on such Channels unsuitable for any interconnected cable operator. Grantee shall provide the programming or signal related to any access programming produced pursuant to its obligations hereunder to all interconnected cable operators so that all cable subscribers in the City can obtain access to such programming regardless of who provides their cable service. Grantor- shall cause all other cable operators providing interconnection or carriage of educational or governmental access programming to be bound to provisions similar to this Paragraph F upon grant of such franchise agreements. G. Publicitv. Grantee shall actively promote ongoing community awareness of educational and government access Channels, at a minimum in its program guides containing listings of the local off-air broadcast signals in the Grantee's Basic Service tier, provided that the publisher of any such guide consents to the inclusion of information, at no cost to the Grantee, concerning educational and governmental access programming carried by the Grantee based upon the good faith efforts of the Grantee to secure such listings, in an annual bill stuffer, and in public service announcements supplied by Grantor, all in such places and at such times as Grantc~ in its sole discretion shall determine. Grantee shall provide Grantor, on request, with a summary of its activities in this regard. 50 APPENDI% D CUSTOMER SERVICE STANDARDS SECTION 1 UNIFORM CUSTOMER SERVICE Grantee will follow uniform customer service standards and Channel lineup throughout Ioderrnimentalr chann ls~ andhtrial exception of educational or g offerings with a duration of no longer than 6 months. Grantee agrees that the materials to be used in the construction and maintenance of the Cable SystTOVadedtby Granteee shall be sin Service and Channels to be p every respect equal to the Cable Service, Basic Service and Channels provided by Grantee troy din cCable Service n Basic County and agrees that in p g Service and Channels under this Franchise it will .give to the Grantor and its citizens thcount e ora area lin Indian rRiver extended to any other city, Y County by Grantee. SECTION 2 SOLICITATION OF SUBSCRIPTIONS 2.1 Subscri tion Information. 2.1.1 Before providing any Service to any potential Subscriber and at least once a year to all Subscribers, the Grantee shall provide the following subscription information to all potential Subscribers and all Subscribers, in a clear, complete and comprehensible form: a. a description of the Cable Services provided by the Grantee, accompanied by a listing of the charges for each such Service, either alone or in combination; b, a listing of all rates, terms and conditions for each Cable Service or tier of Cable Service, both alone and in combination, and all other charges, such as for returned checks and for relocating cable outlets: c. instructions on how to use other communications devices which may be used in conjunction with the System; 51 d. a description of the Grantee's billing and collection procedures; e. procedure for the resolution of billing disputes; f. a description of the Grantee's policies concerning credits for outages and reception problems, consistent with these consumer protection standards; g. an explanation of the procedures and charges, if any, for upgrading, downgrading or disconnecting Services, consistent with these consumer protection standards; h. the required time periods for the completion of installation requests, consistent with these consumer protection standards, and an indication of the penalties for failure to complete installation within such time periods; i. the complaint resolution process: j. the procedures by which the Subscriber will be notified of any rate increase; k. the local or toll-free numbers for the Grantee's Subscriber Service telephone system; 1. a description of significant rights accorded to the Subscriber pursuant to applicable law. 2.1.2 The Grantee shall deliver copies of all such subscription information to the Grantor within three (3) days after distributing it to the first Subscriber or potential Subscriber so that the Grantor may ensure that the information contained therein comports with these consumer protection standards and is not misleading. If the Grantor determines that such information does not comport with these consumer protection standards or this Ordinance or is misleading, the Grantor may order the Grantee to submit to any Subscriber or potential Subscriber corrected subscription information. The Grantee agrees that the Grantor assumes no liability for the subscription information by virtue of its review of such information. 2.2 Right of Rescission. Anyone who requests the installation of Cable Service from the Grantee shall have the right to rescind such request at anytime prior to the point in time at which physical installation upon the premises begins. Anyone who requests a particular Service from the Grantee shall have the same right of rescission, except that such right shall expire once the requested Service is actually received by such Person. 2.3 Marker Showin4 Converter Dial Locations. The Grantee will 52 provide Subscribers with a dial location card for all Cable Services when Channel line-up changes, at the time of installation and upon request thereafter. 2.4 Procedure for Installation. 2.4.1 Under normal operating conditions, the standards in this Section shall be met no less than ninety-five percent (95$) of the time measured on an annual basis. 2.4.2 Once a request for Cable Service is received, the Grantee shall either set a specific appointment time or specify a four (4) hour time block during normal business hours, as requested by the Subscriber or potential Subscriber, during which the Grantee's work crew shall install the necessary equipment to receive Service. The Grantee may .schedule installation activities outside of normal business hours for the express convenience of the Subscriber. 2.4.3 Unless a later date is requested by a potential Subscriber, the Grantee shall complete installation of service for any new Subscriber within seven (7) business days after any such request is received, where the installation is located up to 150 feet from the existing distribution system. 2.5 Records of Requests for Cable Service. 2.5.1 The Grantee shall keep records capable of showing all requests for Cable Service, which shall contain, with respect to each request for Service, the name and address of the Person requesting service, the date on which Service was requested, the date and appointment period on which Service was scheduled to be provided and the date and appointment period Service was actually provided. These records shall be assembled continuously and made available to the Grantor in summary form and in a legible format. 2.5.2 Any information in the records required by Section 2.5.1 of this Appendix may be destroyed three (3) years after such information was collected, unless the Grantor authorized the Grantee, in writing, to destroy any information required by Section 2.5.1 of this Appendix prior to the expiration of such th~ee (3) year period. SECTION 3 TRAINING OF EMPLOYEES; TELEPHONE 3.1 Training of EmPlovees 3.1.1 Each field employee of the Grantee who may come into contact with members of the public at their places of 53 residence shall: (i) wear a company-provided uniform identifying the Grantee; (ii) use a vehicle appropriately identifying the Grantee; (iii) wear a picture identification card indicating his or her employment with the Grantee. Each such employee shall also be trained to perform efficiently the various tasks, including responding to consumer inquiries and complaints, necessary to provide customer services in a responsible and courteous manner. 3.1.2 All Company employees shall identify themselves by first name when answering Company telephone lines routinely used by members of the public. 3.2 Telephone Lines. The Grantee shall have local or toll free telephone lines for receiving requests for repair or installation services, for reporting outages and for responding to billing questions. Repair lines shall be answered twenty-four (24) hours per day, seven (7) days per week. 3.3 Standard of Service for the Telephone System. The Grantee shall maintain a State-of-the-Art telephone system throughout the term of this ordinance. At the commencement of the term of this Ordinance, the telephone system shall have, at a minimum, enough incoming lines and adequate staff to process incoming calls such that telephone answer time, including wait time, shall not exceed thirty (30) seconds when the connection is made. If the call needs to be transferred, transfer time shall not exceed thirty (30) seconds. Subscribers shall receive a busy signal less than three percent (3$) of the time. 3.4 Compliance. The standards in Section 3.2 and 3.3 of this Appendix shall be met no less than ninety percent (90$) of the time under normal operating conditions, measured on an annual basis. The Grantee will not be required to acquire equipment or perform surveys to measure compliance with the telephone answering standards unless a historical record of complaints indicate a clear failure to comply. SECTION 4 BILLING 4.1 The Format of a Subscriber's Bill 4.1.1 The bill shall be designed in such a way as to present the information contained therein clearly and comprehensibly to Subscribers. 4.1.2 The bill shall contain itemized charges for each category of service and equipment and any installation of equipment or facilities and monthly use thereof together, ("Equipment ) for which a charge is imposed (including late 54 charges, if any), an explicit due date, the name and address of the Grantee and telephone number forandetheaFCCeCOmmunity responsible for inquiries and billing, Unit Identifier Number. The bill shall rotriate creditslor period, amount of current billing and app p past due balances, if any. 4.1.3 The Grantee shall not charg i went that ltheb5ubscriber Subscriber for any service or equ P has not affirmatively requested by name. A Subscriber's failure to refuse a cable operator's proposal to provide such service or equipment shall not bementmed to be an affirmative request for such service or equ~P 4.2 Billing Procedures. All bills the lSubscriber re or ounless unless otherwise authorized by month. service was provided for less than one (1 ) 4.3 Procedures for Collectin Late Bills. 4.3.1 No bill shall be due the date of the mailing of Subscriber. less than fifteen (15) days from the bill by the Grantee to the 4.3.2 A bill shalaa so babe lapsedrfrom the mailing of the least thirty (30) Y a ent has not been received by bill to the Subscriber and p Ym the Grantee, provided that no bill shall be mailed more than fifteen (15) days prior to the date Services covered by such bill commence, except in cases where a Subscriber requests advance billing. Late fee e t accountsxceed Grantee's average cost of collecting delinqu 4.3.3 Except for terminating access to pay-per-view events, movies or other usage-priced Services, the Grantee shall not physically or electronically discontinue service the nonpayment of bills rendere a ent forvservice;land ((ii) at Subscriber is delinquent in p Ym least five (5) days have elapsed after a separate written notice of impending discont rua(iii) at least eight 1(8d personally upon a Subscriber; to the Subscriber a separate days have elapsed after mailing written notice of impendin^ discontinuance (for which postage is paid by the Grantee), addressed to such Person at ta~ premises where the Subscriber requests billing; or (iv) least five (5) days have elapsed after a Subsc osta ehto either signed for or refc nt ni 9 aifs parat t written notice be paid by the Grantee) of impending discontinuance addres uest o b lling rsNotice tof premises where the Subscriber req Service discontinuance must clear d to a be paid atounavoid arrears, the total amount requ' discontinuance of service, reconnection charges if 55 applicable, and the date by which such payment must be made, and that Service will be discontinued K Grantee does not receive full payment by the stated date. 4.4 Procedure for the Resolution of Billing Disputes 4.4.1 The billing dispute resolution procedure shall be initiated once a Subscriber contacts the Grantee's department which handles billing questions, orally or in writing, so long as such contact occurs within thirty (30) days from the date of receipt of the bill by the Subscriber. 4.4.2 The Subscriber shall not be required to pay the disputed portion of the bill until the dispute is resolved. The Grantee shall not apply finance charges, issue delinquency or termination notices, or initiate collection procedures for the disputed portion of the bill pending resolution of the dispute. 4.4.3 The Grantee shall promptly undertake whatever review is necessary to resolve the dispute, and shall notify the Subscriber of the results of the review as soon as it is completed, but in no case later than twenty (20) business days after receipt from the Subscriber of the billing dispute, problem or complaint notification. 4.4.4 The Grantee shall notify the Subscriber in writing of its proposed resolution of the billing dispute. 4.5 Referral of Delinctuent Accounts to a Collection Ac7ency 4.5.1 If the billing dispute resolution procedures have not been initiated, the delinquent account may be referred to a private collection agency for appropriate action no sooner than thirty (30) business days after it becomes delinquent. 4.5.2 If the billing dispute resolution procedures have been initiated, the delinquent account shall not be referred to a collection agency prior to ten (10) business days after the conclusion of those procedures. SECTION 5 EQIIIPMENT PROVIDED BY THE GRANTEE 5.1 Types of Equipment To Be Provided 5.1.1 The Grantee shall supply a closed caption decoder to any hearing impaired Subscriber who requests one at a charge not to exceed the Grantee's cost. 5.1.2 The Grantee shall comply with all rules and regulations promulgated by the FCC pursuant to Sections 623 and 624A of 56 the Cable Act (47 U.S.C. §§ 543 and 544a}. 5.2 Term~?ntal and Loaner Equipment 5.2.1 The Grantee may require deposits on equipment it provides to Subscribers, provided that all such deposits shall be placed in an interest bearing escrow account for the Subscribers, which deposit shall bear a reasonable interest rate. 5.2.2 For billing purposes, the return of rental equipment shall be deemed to have taken place on the day such equipment is returned. SECTION 6 OIITAGE CORRECTION AND REPAIR SERVICE 6.1 Interru tion of Service. The Grantee shall exercise its good faith to limit any scheduled interruption of any Cable Service for any purpose to periods of minimum use. Except in emergencies or incidents requiring immediate action, the Grantee shall provide Grantor and all affected Subscribers with prior notice of scheduled Service interruptions, if such interruptions will last longer than one and one-half (1 1/2) hours. 6.2 Time reri~u~ L -___ Repai~ade. 6.2.1 The Grantee shall maintain sufficient repair and maintenance crews so as to be able to correct or repair any reception problem or other Serv any P outage o of lsound land/or or sound quality, including roblem caused by an picture, on any Channel except for a p intentional, wrongful act of the Subscriber or by the Subscriber's own equipment which was not supplied by the Grantee, promptly and in no event later than forty-eight (48) hours after the Grantee either receives a request for repair service or the Grantee learns °f shall Fconstitute sreception Ordinance, reception problem that an affecun essuther Granteeecan demonstrate that the unsatisfactory, signals transmitted to such Suualitbe standards o(471 C F,R it§ the FCC's technical signal q Y 76.601 et seq.)• 6.2.2 The Grantee shall maintain, at all times, an adequate repair and service force in order to satiendixtsand linacases pursuant to the Section 6.2.1 of this App r where it is necessary to enter upon a Subscriber's premises 57 to correct any reception problem or other Service problem, the Grantee shall either set a specific appointment time or specify a four (4) hour time block during normal business hours, as requested by the Subscriber or potential Subscriber, during which the Grantee's work crew shall work on the Service problem. The Grantee may schedule Service calls outside of normal business hours for the express convenience of the Subscriber, provided the Grantee's customer Service representatives shall at all times endeavor to be aware of Service or other problems in adjacent areas which may obviate the need to enter a Subscriber's premises. 6.2.3 In no event shall the Grantee cancel any necessary scheduled Service call after the close of the business on the business day prior to the scheduled appointment. If the Grantee needs to cancel a scheduled appointment, it must contact the Subscriber and reschedule at a time convenient for the Subscriber. 6.3 Failure To Meet Time Periods Mav Be Excused. The Grantee's failure to correct outages or to make repairs within the stated time periods shall be excused in the following circumstances: (i) If the Grantee could not obtain access to the Subscriber's premises; or (ii) if the Grantor, acting reasonably, agrees with the Grantee that correcting such outages or making such repairs was not reasonably possible within the allotted time period. 6.4 No Charge for Repair Service. The Grantee shall not impose any fee or charge any Subscriber for any Service call to his or her premises to perform any repair or maintenance work on Grantee's equipment. 6.5 Service Calls To Be Provided on a Nondiscriminatory Basis. The Grantee shall provide all Service calls throughout the Franchise Area on a nondiscriminatory basis. 6.6 Records of Repair Service Reouests. 6.6.1 The Grantee shall keep records capable of showing all requests for repair Service and information on outage correction (to the extent available with respect to each of the following types of information), which shall show, at a minimum, the name and address of the affected Subscriber, the date and the approximate time of request, the date and approximate time the Grantee responds, the date and approximate time Service is restored, the type and the probable cause of the problem, and the names of the Grantee 58 employees who took the shall also describe the case of outages, shall corrective action(s). corrective action taken, estimate the numbers o affected. For the purposes of this Section 6.6.1 mean the time of request or appointment applicable. Such records and, in the f Subscribers "time" shall period, as 6.6.2 Any information in the records required by Section 6.6.1 of this Appendix may be destroyed two (2) years after such information was collected, unless the Grantor authorizes the Grantee, in writing, to destroy any information required by Section 6.6.1 of this Appendix prior to the expiration of such two (2) year period. .SECTION 7 SIIBSCRZBER CONPLAINT3 7.1 Complaints. For the purposes of this Ordinance, complaint" shall mean any written communication by a Subscriber or potential Subscriber or oral communication by a Subscriber or potential Subscriber reduced to writing, including to a computer form, expressing dissatisfaction with any non-programming aspect of the Grantee's business. or operation of the System. 7.2 Time Period for the Resolution of Complaints. Except where another time period is required by any other provision of this Appendix, the Grantee shall make its good faith efforts to resolve, as soon as practicable, and in no event later than seven (7) business days, all complaints after they are received by the Grantee. 7.3 Referral of Complaints from the Grantor to the Grantee. 7.3.1 If the Grantor is contacted directly about a complaint concerning the Grantee, the Grantor shall notify the Grantee. 7.3.2 Within seven (7) business days after being notified about the complaint, the Grantee shall issue to the Grantor a report detailing the investigation thoroughly, describing the findings, explaining any corrective steps which are being taken and indicating that the Person who registered the complaint has been notified of the resolution. 7.4 Complaint Records. 7.4.1 The Grantee shall maintain complaint records, which shall record the date a complaint is received, the name and address of the affected Subscriber, a description of the complaint, the date of resolution, and a description of the resolution. 7.4.2 Any information in the records required by Section 59 7.4.1 of this Appendix may be destroyed after one (1) year after such information was collected, unless the Grantor authori2es the Grantee, in writing, to destroy any information required by Section 7.4.1 of this Appendix prior to the expiration of such one (1) year period. SECTION 8 NOTICE 8.1 Notice Rewired 8.1.1 The Grantee shall provide written notice by mail to the Grantor and all Subscribers of any change in any fee, charge, deposit, term or condition, which notice shall be provided no later than thirty (30) days prior to the effective date of any such change. All notices required by this Section 8.1.1 shall specify, as applicable, the Service or Services affected, the new rate, charge, term or condition, the effect of the change, and the effective date of the change. 8.1.2 The Grantee shall provide written notice, by mail, to the Grantor and all Subscribers of any change in any Channel assignment including Channel line-ups and programming changes or in any Service (other than pay-per-view services) provided over any such Channel. Written notice shall be provided no later than thirty (30) days prior to the effective date of any such change. SECTION 9 OF SERVICS AND DISCONNECTION 9.1 Notice of Termination of Service. As described in Section 4.3.3 of this Appendix, the Grantee may terminate Service to any Subscriber whose bill has not been paid after it becomes delinquent, so long as the Grantee gives proper notice to the Subscriber. 9.2 Resubscription to Cable Service. The Grantee shall not refuse to serve a former Subscriber whose Service was terminated, so long as all past bills and late charges have been paid in full. 9.3 Length of Time to Disconnection. If disconnection occurs at the Subscriber's written or oral request, then, for billing purposes, it shall be deemed to have occurred three (3) days after the Grantee receives the request for disconnection unless (i) it in fact occurs earlier or (ii) the Subscriber requests a longer period. 9.4 Schedulin4 Appointments. Except for disconnection of Cable Service for non-payment, the Grantee shall either set a 60 specific appointment time or specify period during normal business hours, crew shall visit the Subscriber's pry Service and to remove any equipment. such Service outside normal business convenience of the Subscriber. a four (4) hour time during which its work amises to disconnect The Grantee may schedule hours for the express 9.5 Restoration of Subscriber Premises. The Grantee shall ensure that the Subscriber's premises are restored to their original condition if damaged by the Grantee's employees or agents in any respect in connection with the installation, repair or disconnection of Cable Service. 9.6 No Fee for Disconnection. The Grantee shall not charge any fee for disconnection. Grantee will make a seasonal plan available for part-time residents at discounted prices. SECTION 10 CREDITS AND REFIIND3 10.1 Grounds. As a result of the Grantee's failure to comply with these consumer protection standards, the Grantee shall provide to each affected Subscriber or potential Subscriber, as applicable, the following credits: (i) for a failure of the Grantee's crew to arrive at the Subscriber's premises at the scheduled time or within the promised four (4) hour period for any installation Service, as provided in Section 2.4.2 of this Appendix, a credit equal to free installation. (ii) for any reception problem, including any outage of sound and or picture on any Channel, as defined in Section 6.2 of this Appendix, or for any other Service problem which remains unrepaired for more than twelve (12) hours after either the Grantee receives from the Subscriber a request for repair Service (provided that, to the extent access to the Subscriber's premises is required to effect such repair, the Subscriber has granted the Grantee such access) or the Grantee learns of such problem, an appropriate credit shall be provided to the Subscriber equivalent to the prorated charge of one day's service for each twelve hour-block of time that service remains interrupted up to the entire amount of the monthl• Subscriber fee (For example: 12 hours to 23 hours and 59 minutes = 1 day credit; 24 hours to 35 hours and 59 minutes = 2 days credit, etc.). (iii) for a failure of the Grantee's crew to arrive to correct any outage or make any repair during the stated time period, as specified in Section 6.2.2 of this Appendix (except where such failure is excused by Section 6.3 of this Appendix or except where such crew is no longer required due to a repair effected in a nearby portion of the System, in 61 which case the Subscriber shall be notified by telephone that a visit to such Subscriber's residence is no longer necessary), a credit, upon request, of Twenty Dollars ($20); and (iv) for the improper termination of Service to a Subscriber, free reconnection and a credit as determined by Grantee. 10.2 Purpose. The Grantee agrees that each of the foregoing occurrences necessitating such credits shall result in injury to such Subscribers, which injury will be difficult to ascertain and to prove. The Grantee agrees that each of the foregoing credits is a fair and reasonable compensation for such injury and that such compensation constitutes liquidated damages, not a penalty or forfeiture. 10.3 Calculation. For the purpose of calculating the amount of credit owed pursuant to Section 10.1(iii) of this Appendix, such four (4) hour period shall be deemed to have begun at the time the outage occurred. 10.4 Credits. with respect to any credit described in Section 10.1(iii) of this Appendix, the Grantee shall provide a credit to any eligible Subscriber within thirty (30) days after the outage or reception problem occurred. Grantee shall notify all Subscribers of the availability and process whereby Subscribers may request such credits. 10.5 Refunds. Refund checks shall be issued promptly, but no later than either (a) the Subscriber's next billing cycle following resolution of the request or thirty (30) days, or (b) the return of the equipment supplied by the Grantee if the Service is terminated. SECTION 11 MISCELLANEOIIS REQIIIREMENTS 11.1 Charge for Downgrades. The downgrading of a Subscriber's Service shall be effected solely by coded entry on a computer terminal or by another similarly simple method, and the charge for such downgrading shall not exceed the cost. Charges-for changes in Service tiers or equipment that are impossible to be made by coded entry on a computer terminal or other similarly simple method and that involve a more complex method shall not exceed allowable costs. 11.2 Credits. In the event applicable law permits, at any time during the term of this Ordinance, the Grantor requires the Grantee to retroactively decrease or "rollback" rates, fees or charges for any Service provided pursuant to the Franchise, the Grantee shall automatically provide a credit 62 on each Subscriber's bill affected by such decrease or rollback. 11.3 Payment Stations. The Grantee shall maintain full service locations at which bills can be paid and Subscriber inquires can be answered. 11.4 Cable Guide. The Grantee shall provide in any cable programming guide supplied to Subscribers a listing of the Channel location of all educational and governmental channels. 11.5 Personal Customer Service. In lieu of a local office located in the City of Sebastian, Grantee shall provide the following customer service for the duration of this Ordinance at any time it locates its office out of the city of Sebastian: 1. Field personnel will provide, deliver, and pick up set top boxes and other equipment provided by Grantee at the Subscriber's service address. 2. Grantee shall maintain a toll free number accessible to Subscribers 24 hours a day, 7 days a week for Subscriber complaints and the correction of System problems. SECTION 12 FAILIIRE TO COMPLY WITH THESE REQIIIREMENT3 12.1 Material Recnlirements. 12.1.1 The Grantee agrees that substantial failure to comply with any material requirement set forth in these consumer protection standards shall constitute an Event of Default. 12.1.2 The Grantee also agrees that if the Grantor determines, in the exercise of its sole discretion, that the Grantee has, after notice from the Grantor, repeatedly failed to comply with .any requirement set forth in these consumer protection standards, then the Grantor may elect to treat such failure in all respects as an avent of Default. 12.2 Liability for Contractors'/Subcontractors' Failure To Comoly. If the Grantee fails to take reasonable steps to ensure that its contractors, subcontractors or agents abide by these consumer protection standards, the Grantee shall be liable for any breach of these consumer protection standards committed by its contractors. subcontractors, or agents just as if the Grantee itself had committed the breach. 63 SECTION 13 CITIZEN CABLE TV OVERSIGHT BOARD 13.1 Authorization for the establishment for a Citizen Cable TV Oversight Board. The Grantor hereby establishes the right to create a Citizen Cable TV oversight Board which shall be created pursuant to an ordinance of the City of Sebastian. The Board will be governed by the Codes of Ordinances of the City of Sebastian, Florida and Florida Statutes. The purpose of the Oversight Board is to review any unresolved complaint which has been formally filed with the Grantor and remains unresolved for more than 30 days after written notice to Grantee; to make recommendations to the City Council on matters associated with any franchise applications for new service or renewals of existing franchises;. conduct annual quality of service hearing and make report to the City Council concerning quality of service; and make other recommendations to the City Council as may requested or authorized by the City Council. This Grantee and any subsequent Grantee shall be responsible for cooperating with the requests of the Oversight Board as authorized by the Ordinance of the City Council of the City of Sebastian, Florida. 64 CONPONATE HEA DOUANTEaS 10900 Wilshire Boulevard l5th Floor Los Angeles, Ca]ifornia 90024 Tel 310.824.9990 Fax 310.208.3655 www.falcon ca bl e.com Falcon. January 13, 1999 ~~ f%ia FEDERAL EXPRESS Honorable Ruth Sullivan Vlavor City of Sebastian 1225 Main Street Sebastian, FL 32958 Re: Acceptance of the Cable TV Franchise Renewal for Sebastian. FL Dear Mayor Sullivan: We would like to thank you and the other local officials in Sebastian who have worked with us courteously and cooperatively on the renewal of our cable television franchise. Falcon accepts the terms and conditions contained in this franchise with one qualification. As I discussed with City Attorney Richard Stringer, we would like to clarify that upon completion of the timely upgrade of the system as described in Appendix A, Falcon will deemed to be in compliance with the State of the Art language of the franchise. We believe that this is the intention of the Agreement and our acceptance is based upon this understanding. If the City disagrees with this stipulation, please let us know immediately if any changes to the present document are required. All of the necessary insurance policies and bonds are currently in effect. If there is anything else we need to provide, please let us know as soon as possible so that we can respond promptly. We look forward to providing the residents of Sebastian with the very best that cable has to offer. Sincerely yours, ~` ~l ~ ~ ~`~'t Howard J. Gan Vice President cc: Kenneth Vickers Mike Singpiel Your 4ccess to Entertainment, Information and Beyond ,~