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*
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*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
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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:
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Kathryn .O'Halloran, CMC/AAE
City Clerk
(Seal)
Attest:
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~~ ~ 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:
~~
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Rich Stringer
City Attorney
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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
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(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 ,~