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HomeMy WebLinkAboutCity of Tamarac Ordinance O-2000-0101 CITY OF TAMARAC, FL MEDIAONE CABLE TELEVISION FRANCHISE AGREEMENT ORDINANCE NO.4 -aaoo- 10 TABLE OF CONTENTS SECTION: SECTION 1: Approval of Franchise . .................................................. 4 SECTION 2: Constitution of Franchise Agreement ........................................ 4 Section 1. Definitions.......................................................... 5 Section 2. Grant of Franchise.................................................... 6 Section 3. Term of Franchise..................................................... 6 Section 4. Non -Exclusive Franchise . ....................... I ..... I .... 6 Section 5. Franchise Subject to Communications Act, State Law and Ordinance. ........... 6 Section 6. Franchisee Subject To Other Laws, Police Power . ........................... 7 Section 7. Reservation of Rights . ................................................. 7 Section 8.Insurance. .......................................................... 7 Section 9. Indemnification of the Citv.............................................. 7 Section 10. Construction Security Fund . ........................................... 8 Section 11. Use of Streets....................................................... 8 Section 12. System Design ...................................................... 9 Section 13. Minimum Facilities and Services ....................................... 11 Page 1 C:\225\2000\'I'anuirac\Agreements\l: inal MO&A'I'&T.0218.wpd Section 14. Technological Improvements to System ................................. 15 Section 15. Technical Standards . ................................................ 16 Section 16. Proof of Performance Tests . .......................................... 17 Section 17. Access Channels and Facilities ......................................... 17 Section 18. Commercial Leased Access . .......................................... 19 Section 19. Emergency Use of -Facilities ........................................... 19 Section 20. Lock -out Devices . .................................................. 20 Section 21. Closed-circuit Captioning for the Hearing Impaired . ....................... 20 Section 22. Line Extension Policy ................................................ 20 Section 23. Cable Home Wiring Commitments . .................................... 20 Section 24.Franchise Fee . ..................................................... 21 Section 25. Reports and Records ................................................. 22 Section 26. Right to Inspect Financial Records and Facilities . ......................... 22 Section 27. Customer Service Requirements .............. I ....................... 1 22 Section 28. City Purchase of Cable System ........................................ 23 Section 29. Modification of Franchise . ........................................... 23 Section 30. Transfer of Franchise . ............................................... 23 Section 31. Procedures for Requesting Approval of Transfer ........................... 23 Section 32. Renewal of Franchise . ............................................... 25 Section 33.Rates............................................................. 25 Section 34. Enforcement Remedies ............................................... 25 Section 35. Area wide -Interconnection ........................................... 26 Section 36. Written Notice of Acceptance . ...................... I ................. 27 Page 2 C:\225\2000\Tamarac\Agreemen ts\PinaIM0&AT&T,0218.wpd Section 37. Execution in Counterpart . ............................................ 27 SECTION 3: Savings.............................................................. 27 SECTION 4: Severability ........................................................... 27 SECTION 5: Applicable Law ......................................................... 27 SECTION 6: Effective Date ........................................................ 27 Page 3 C: \225\2000\"I':nnarac\Agreements\PinaIMO&AT&T.0218.wpd ORDINANCE NO. 0-adab410 AN ORDINANCE OF THE CITY OF TAMARAC, FLORIDA, PURSUANT TO ITS CABLE TELEVISION CODE APPROVING A FRANCHISE AND CONSTITUTING A FRANCHISE AGREEMENT WITH MEDIAONE OF GREATER FLORIDA, INC., A FLORIDA CORPORATION TO OWN, OPERATE AND MAINTAIN A CABLE TELEVISION SYSTEM IN THE CITY OF TAMARAC, FLORIDA, AND SETTING FORTH CONDITIONS ACCOMPANYING THE GRANT OF SUCH FRANCHISE AND PROVIDING FOR REGULATION AND USE OF SUCH SYSTEM; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF TAMARAC AS FOLLOWS: SECTION 1: Approval of Franchise. The City of Tamarac hereby approves a franchise with MediaOne of Greater Florida, Inc. (a Florida corporation) to own, operate, and maintain a cable television system in the City of Tamarac, Florida. SECTION 2: Constitution of Franchise Agreement. The following shall constitute the Franchise Agreement between the City of Tamarac, Florida and MediaOne of Greater Florida, Inc.: THIS FRANCHISE AGREEMENT, effective this day of Mmr2000, is by and between the CITY OF Tamarac ("the City") and, MediaOne of Greater Florida, Inc. ("MediaOne"` WHEREAS, pursuant to the Communications Act of 1934, as amended, 47 U.S.C. 521 et sec the City may grant or renew a franchise to construct, operate and maintain a cable television system; and WHEREAS, on May 11, 1999, the City Commission of Tamarac, Florida ("Commission"), adopted Ordinance No. 99-09 of the City of Tamarac, Florida, providing for the issuance and regulation of cable television franchises for, and the installation, construction and operation of, cable television systems within the City; and WHEREAS, MediaOne's existing franchise expired on May 20, 1999 and was extended most recently pursuant to City of Tamarac, Florida Ordinance No. 2000-02 to March 22, 2000; and WHEREAS, MediaOne desires to renew its franchise to construct, install, maintain, and operate a cable system in the City, and has applied to the City for a renewal of such franchise; and WHEREAS, the construction, installation, maintenance, and operation of such a system involves the use and occupation of the Streets of the City, over which the City exercise Page 4 (:.\225\2000\'I':unartc\Agrccn,cntsv'inaIMO&AT&T.0218.wpd governmental control; and WHEREAS, the Commission has relied on MediaOne's representations to the City and has considered all information. presented to it by MediaOne, the City staff, the City's consultants, and the public; and WHEREAS, based on said representations and information, the Commission has determined that a renewal of MediaOne of a nonexclusive franchise to construct, install, maintain and operate a cable system in the City, subject to the terms and conditions set forth herein and in the Ordinance is consistent with the public interest, and WHEREAS, the City and MediaOne have reached agreement on the terms and conditions of such Franchise Agreement which shall supercede MediaOne's prior franchise granted by the City; NOW, THEREFORE, in consideration of the City's renewal of MediaOne franchise to own, construct, install, maintain and operate a cable system within the City, and to use and occupy the Streets of the City for that purpose, and in consideration of MediaOne's promise to provide cable service to residents of the City pursuant to the Ordinance and under the terms and conditions set forth herein, and other good and valuable consideration of the promises and undertakings herein, and other good and valuable consideration, the receipt and the adequacy of which is hereby acknowledged, the franchise is hereby granted; and THE SIGNATORIES DO HEREBY AGREE AS FOLLOWS: Section 1. Definitions. Except as other -wise provided herein, the definitions in Section 5.5 of Ordinance No. 94-15 as amended by Ordinance No. 99-09 of the City of Tamarac, Florida, shall govern this Franchise Agreement. In addition, the following definitions shall apply: A. Ordinance shall mean Ordinance No. 94-15 of the City of Tamarac, Florida, as amended by Ordinance No. 99-09 and as said Ordinance may hereinafter be amended. $. Franchisee or MediaOne shall mean MediaOne of Greater Florida, Inc., a Roll l r; tior. and its lawful and permitted successors, assigns and transferees pursuant to Sections Agreement and the Ordinance of the City of Tamarac, Florida. C. Franchise Area shall mean the entire area within the legal boundaries of the City, and such other areas as may hereinafter be annexed or incorporated by the City during the term of the franchise. D. Notice to the cable operator shall be deemed effective upon receipt. Notice to the City shall be effective upon receipt by the Mayor and the City Manager. E. Gross Revenues on which franchise fee payments to the City are calculated shall be deii.ned as provided for the Ordinance. Section 2. Grant of Franchise. Page 5 C\225\2000\Tamarac\Agreements\Fin:dMOxA'1'&'1'.0218.wpd A. Subject to the terms of this Franchise Agreement and the Ordinance, the City hereby grants Franchisee a franchise for the right and privilege to own, construct, install, maintain and operate a cable system within the Franchise Area. B. Any franchise granted pursuant to this Franchise Agreement is solely for the provision of Title VI Cable Services and shall not be construed to authorize the provision of other services. Franchisee shall obtain lawfully required authorization from the City for the privilege of providing other telecommunications services, including; but not limited to, telephone service, and/or alternative video programming services. To the extent not prohibited by applicable law, the Franchisee agrees that revenue received from cable modem services by the franchisee, its parent, affiliate or subsidiaries over the cable system, shall be deemed revenue derived from the provisions of cable services as provided under Title VI of the Communications Act, as amended. C. No service agreement, whether existing or future. entered into by Franchisee shall set forth as its term "for the length of its franchise with the City of Tamarac and any renewals thereof." Failure to comply with this Subsection shall be considered a material breach of this Franchise Agreement. Section 3. Term of Franchise. This franchise shall be for a period of ten (10) years unless otherwise sooner terminated or otherwise extended in accordance with the terms of this Franchise Agreement. The franchise shall commence upon the date that the Ordinance approving this Franchise becomes effective, provided the Franchisee has given the City the written acceptance required by Section 36 hereof and any and all payments due pursuant to Sections 5.5-28(1)(2) and 5.5-29(f) of the Ordinance. This Franchise Agreement is subject to all other requirements and conditions set forth in this Franchise Agreement and in the Ordinance of the City for a grant of a franchise to become effective. Section 4. Non -Exclusive Franchise. The Franchisee's right to use and occupy the Streets shall be non-exclusive, and the City reserves the right to grant a similar or other use of said Streets, or any portions thereof, to a person, including the City, at any time during the term of this Franchise Agreement. Section 5. Franchise Subject to Communications Act State Law and Ordinance. A. This Franchise Agreement is subject to and shall be governed by all, terms, conditions and provisions of the Communications Act, any amendments thereto, and any other applicable provision of federal or state law, existing or hereafter adopted. B. This Franchise Agreement is subject to and shall be governed by all terms, conditions and provisions of the Ordinance of the City, in addition to the terms, conditions and provisions set forth in this Franchise Agreement, existing or hereafter adopted. C. Both the City and the Franchisee reserve all rights either of them may have under Federal or State law with respect to the enforceability of any provision contained in this Franchise or the Ordinance. Page 6 C':\225\2000\'I'amarac\Agreements\I.'inal MO&A'I'&'I'.02I 8.wpd Section 6. Franchisee Subject To Other Laws, Police Power. A. The Franchisee is subject to and agrees to comply with all applicable local, city, state and federal laws, ordinances, rules, regulations and orders, existing or hereafter adopted. B. The Franchisee shall at all times be subject to all lawful exercise of the police power of the City, and this Agreement is not intended to limit the City's exercise of such power in any way. Section 7. Reservation of Rights. A. Franchise Agreement may be modified, after public notice and hearing, to comply with the laws of the State of Florida and federal law, including, but not limited to, of the Ordinance and the rules and regulations promulgated by the Federal Communications Commission. B. The City reserves the right to acquire, purchase, own and/or operate a cable system to the extent permitted by local, state and federal law. Section 8. Insurance. A. Franchisee shall obtain and maintain insurance of the types and minimum amounts required in Section 5.5-31 of the Ordinance in such a manner as to comply with each and every requirement of that Section. B. The Franchisee shall provide proof to the City of compliance with this Section no later than thirty (30) days from the date of the Commission Ordinance approving the grant of the franchise. Should Franchisee fail to provide the City with proof of insurance within the prescribed time period Franchisee shall pay to the City Five Hundred Dollars ($500.00) per day as liquidated damages for each day or part thereof such violation continues. Section 9. Indemnification of the City. Franchisee shall, at its sole cost and expense, indemnify, hold harmless, and defend the City, its elected or appointed officials, employees, committees and boards, against any and all claims, suits, costs. damages, expenditures causes of action, proceedings, judgments for equitable relief, and costs and e.tipensss so as to comply with Section 5-5.31 of the Ordinance. Section 10. Construction Security Fund. Pursuant to Sections 5.5- 32 and 5.5-33 of the Ordinance, Franchisee shall, no later than thirty (30) days from the date of the Commission ordinance approving the grant of the Franchise, furnish to the City a performance bond in the amount of One Hundred Thousand Dollars ($100,000.00) ("Deposit"). Notwithstanding anything to the contrary, Franchisee shall be prohibited from commencing construction prior to receipt of said Deposit by the City. The full amount of the Deposit shall be maintained for a period of twelve (12) months following termination or expiration of the Franchise. Franchisee shall maintain the Deposit in the full amount specified herein for the term of this Franchise Agreement or extension thereof as set forth herein. Franchisee shall be provided 30 days or such additional reasonable period of time as may Page 7 C' \225\2000\ 1 nmarac\Agreements\Fina]MO&Al'&T.0218.wpd be granted by the City Manager after notice of violation to cure. If Franchisee does not cure, or submit a plan to cure reasonably acceptable to the City Manager the City has the right to draw down the Deposit. Franchisee shall then reimburse the Deposit and if, after thirty (30) days notice to Franchisee by City, Franchisee does not maintain the Deposit, then the City shall, beginning on the 3151 day after notice to Franchisee, fine Franchisee Five Hundred Dollars ($500.00) per day. In the event that City has cause to draw down against the performance bond on more than two occasions during any twelve month period, Franchisee hereby agrees to convert the fund to a cash deposit no later than thirty days after the City Manager so requests. Section 11. Use of Streets. A. Franchisee agrees at all times to comply with and abide by all applicable provisions; of the City Code. B. All of Franchisee's cable system distribution facilities shall be installed and maintained underground to the extent required by Section 5.5-42(1) of the Ordinance. C. When not underground, Franchisee shall utilize, with the owner's permission, existing conduits, poles, or other facilities whenever technically and economically feasible. The Franchisee has the duty and the responsibility to obtain or establish the existence of an easement or dedication for its use. Copies of agreements for use of conduits or other facilities shall be filed with the City. D. All of Franchisee's transmission lines, equipment, structures and other facilities shall be installed, located and maintained so as to cause minimum interference with the rights and convenience of property owners. E. All safety practices required by applicable federal, state or local law or accepted industry practices and standards shall be used during construction, maintenance and repair of the cable system. F. As required by the City, and upon receipt of written notice from the City, Franchisee shall remove, relocate, replace or modify at its own expense (except as other -wise required by law) its facilities within any public Street for the reasons set forth in Section 5.5-42(b) of the Ordinance. G. Franchisee shall obtain any required permits and pay any required fees before commencing any construction on or otherwise disturbing any private property or public Streets as a result of its construction or operations. Franchisee shall, at its own expense, restore such property pursuant to the requirement of the Ordinance. If such restoration is not performed in a reasonable and satisfactory manner within thirty (30) calendar days, the City may, after prior written notice to Franchisee, cause the repairs to be made at Franchisee's expense. H. Where practicable, the City shall provide notice of any emergency requiring relocation of Franchisee's facilities. However, if the City is required to perform emergency Street work requiring relocation of Franchisee's facilities in the Streets, then the City shall be reimbursed for its reasonable costs. 1. Franchisee shall not place facilities, equipment or fixtures where they will interfere with any other companies lawfully using the public rights -of -way serving the residents of the City. All such facilities, equipment or fixtures placed in any public Street or public right-of-way shall to the best of the Franchisee's Page 8 ('\225\2000\"I';unaric\Agiccmcnis\I=in;i)MO&A'I'&"f.021S,wpd ability, be placed close to the line of the lot abutting on the public Street, in a manner so as not to interfere with use of the public Street. Section 12. System Design. A. Not later than March 1, 2000, or the effective date of the grant of this Franchise, Franchisee shall have completed and activated all rebuilding and reconstruction of its cable system necessary for the cable system to be capable of passing frequencies of at least 750 MHz and being fully operational with a minimum channel capacity equivalent to at least seventy-eight (78) analog video channels. 13. In the event Franchisee fails to complete said rebuild and activate the system in the City, by the dates specified in Subsection A above, then the Franchisee agrees that the City may impose fines not to exceed Two Thousand Dollars ($2,000) per day beginning March 2, 2000 provided, however, that the City may not impose a fine if the delay is a result of force majeure. It is agreed that the aforestated fine represents a reasonable estimate of the minimum damages suffered by the City and/or its subscribers, whether actual or potential. C. The Franchise granted herein shall not be extended unless Franchisee has agreed to upgrade or rebuild the cable system to comply with the state-of-the-art as defined in Section 5.5-22 of the Ordinance by a date certain approved by the City. Furthermore, agreement to upgrade or rebuild the system to comply with Section 5.5-22 of the Ordinance shall be considered a substantial cable -related community interest. Thus, any failure to comply with this section may be considered by the City as a material fact in renewal proceedings including, but not limited to, any proceedings pursuant to Section 626 of the Communications Act [47 U.S.C. 546], the Ordinance and Sections 32 herein this Franchise. D. Franchisee shall provide reasonable notification to all subscribers of the Cable System upgrade or rebuild as follows: 1. Franchisee agrees to notify all subscribers of the Cable System upgrade or r("- through mailings to subscribers and reasonable notice over the Cable System. 2. Franchisee shall prepare a press release to announce the Cable System upgrade or rebuild and shall submit such press release for publication to a local newspaper of general circulation. 3. Franchisee shall notify all subscribers affected by any scheduled service outage assoc k'a , with the system upgrade or rebuild by notifying the City Manager and using reasonable efforts to notify subscribers. 4. Franchisee agrees to credit each affected subscriber's account upon subscriber's request for any service interruption on a pro rated basis. E. Nothing in this Section shall prevent Franchisee from completing any upgrade or rebuild of the Cable System sooner than required in this Franchise Agreement. F. Franchisee agrees to submit to the City a construction plan for any reconstruction and rebuild of its existing cable system, including maps, construction schedules, and Street work and repair plans. The construction plan shall also include maps of the entire City and shall clearly provide a schedule detailing the Page 9 C: \225\2000\"ramaraclAgrecmcnisU� final MQ&A'1'&T.02 l 8.wpd time of the availability of the upgraded or rebuilt cable system to subscribers in each and every area of the City served by the cable system. G. Failure to comply with the requirements of this Section, including any delay beyond the dates specified therein, unless due to circumstances beyond the control of Franchisee and approved in advance by the Commission, will constitute a material breach of the Franchise Agreement and may, in the City's discretion, result in imposition of liquidated damages pursuant to Subsection B hereof in addition to sanctions under the Ordinance, including without limitation, franchise revocation and/or the imposition of penalties prescribed in Section 34 of this Franchise Agreement, H. Following completion of the system rebuild provided for in subsection (A), in the event the Franchisee is required to provide a future system rebuild or upgrade, the date of completion of such rebuild or upgrade will be determined by the requirements as negotiated by the parties. In the event the Franchisee voluntarily elects to rebuild or upgrade its cable system 'in the future, it shall complete that portion of the rebuild or upgrade affecting the City no later than one hundred eighty (180) days following any other franchise area or community served by the Cable System. Section 13, Minimum Facilities and Services A. At all times prior to completion of the system rebuild required by Section 12 hereof, Franchisee's cable system shall, at a minimum, provide capacity equivalent to at least fifty-five (55) activated downstream analog channels. B. Upon completion of the system rebuild required by Section 12 hereof, Franchisee's cable system shall, at a minimum, (1) be able to pass frequencies of at least 750 MHz; (2) have a minimum channel capacity of at least seventy-eight (78) analog video channels; (3) have at least two (2) activated downstream video channels; (4) have two-way interactive capability; and (5) upstream video channel capacity to the headend from the location specified herein, and in the amount necessary to satisfy the access channel requirements set forth in Section 17 hereof. C. Franchisee agrees to comply fully with the Ordinance. Franchisee further agrees to provide cable service, without charge, to the City buildings as set forth in Exhibit A to this Franchise Agreement, and to all buildings of the City that may be constructed or opened within the City or annexed areas during the term of this Franchise Agreement, where Franchisee's plant is the closest franchised cable operator to the requesting location. Such service shall include the basic cable service tier and all programming offered on the cable programming service tier including any additional programming added to those two levels of service, to the extent a separate charge is not associated with such additional programming. Where provision of cable service to a City building is not technically and economically feasible, Franchisee shall provide comparable service to such locations via alternate distribution system upon approval of the City Manager. D. School Commitments. 1. Franchisee shall, at a minimum, provide the facilities and services required pursuant to Sections 5.5-34 of the Ordinance in all public and private schools (grades K-12) located within 200 feet of the activated plant of its cable systems. Such connections will be made free of charge and as promptly as possible to all unserved schools requesting such a connection, Upon request, Franchisee will provide at cost, such a service connection to any other unserved K-12 public school located within its Page 10 C A225\2000\Tamarac\A grccmcntsU-inalMQ&AT&T.0218.wpd franchise areas but beyond 200 feet of the activated plant of its cable systems. If any internal wiring installation is requested to serve additional outlets in any school, it will be provided at Cost; provided, however, that such internal wiring will be provided without charge if Franchisee is able to coordinate with other comparable electrical wiring installation in cases of construction or substantial rehabilitation of existing schools in Franchisee's Franchise Areas. 2. Any public or private school -connected pursuant to subparagraph 1 may elect to install its own internal wiring (provided such wiring meets required technical specifications) and to bear the cost thereof. Free BST and free CPST service will be provided to each outlet in all connected public and private schools. 3. Franchisee will provide a free education program listing to each connected school. Additional copies of such program listings will be provided, if requested by a school, at Cost. Such educational program listing will identify and describe programming on Franchisee's system that is appropriate for use in the classroom and will provide suggested curriculum support ideas. 4. Franchisee will provide to each connected school materials for teachers that explain the educational applications of Franchisee's broadband cable systems and services. Additional copies of such materials will be provided, upon request, at Cost. 5. Within one year after Franchisee or any parent, affiliate or subsidiary makes an on-line service for personal computers commercially available on the system, Franchisee will, upon request by the local school department, or any individual school, public and private, provide schools within the City with, at minimum one free connection to such on-line service. At a minimum, such on-line service will provide access to the Internet. Upon request, each connected school will receive at minimum one free cable modem and free, unlimited access to the Franchisee's on-line service for use during the school year. Additional cable modems and operational support and services (for example, assisting connected schools in setting up and maintaining reliable Internet connections), will be provided to connected schools at a cost not to exceed Franchisee's actual cost, upon request. Free access to the Franchisee's on -ling provided for use during the school year for a minimum of six terminals. In addition, Franchisee will sponsor local workshops in each region to educate teachers about its on-line service and to provide connected schools with an opportunity for hands-on training. 6. Franchisee agrees not to seek to recover the cost for these connections external. or other costs. 7. Nothing herein shall preclude Franchisee from providing benefits to schools which exceed those provided herein. E. All video signals received for transmission that contain closed circuit captioning information for the hearing impaired shall in turn contain such information in the form received when transmitted by the cable operator to the subscribers of the Cable System. F. Franchisee's system shall be capable of transmitting, and shall transmit to subscribers.. any stereo signals and any other form of advanced television signals received and carried by the system in the form received. Page 11 C."\225\2000\Tamarac\Agreements\FinalM0&AT&T.0218.wpd G. Franchisee shall take affirmative, economically feasible steps to ensure maximum availability of the services and facilities of the system, including without limitation, all access channel services and facilities to handicapped persons, including hearing impaired persons. Franchisee shall comply fully with all applicable laws concerning handicapped or disabled persons, and shall indemnify and hold the City harmless from any suit, claim, or demand against it for violation of such laws that arises from Franchisee's provision, or failure to provide, services in conformity with such law. H. Upon the request of the City, the Franchisee shall lease to the City, capacity equivalent to one analog video channel on terms and conditions no less favorable than those offered by Franchisee to any other third party. Any other lease of capacity shall be upon mutually agreeable terms and conditions. I. The Franchisee and the City recognize that the cable system authorized by this franchise agreement serves several other cities from a common headend. After twenty four (24) months from the effective date hereof, Franchisee shall at minimum provide the City and its subscribers, during the term of this agreement, with comparable services and benefits which are provided to any other communities which are served by the cable system no later than six months after such services are provided to any other community. Non -Discriminatory Access to Cable Modem Platform I. Conditions Precedent. When one of the following conditions precedent is met, Franchisee agrees to enter into good faith negotiations with the City to provide non- discriminatory access to its cable modem platform by requesting Internet service providers and on-line service providers, irrespective of whether such providers are affiliated with the Franchisee. Negotiations will cover, but not be limited to, the following items: the timetable for implementation, the method of implementation, including rates to be charged to such providers, identification of additional service providers, the process by which such provider(s) will be afforded access to the Cable System, any impact on Subscriber rates, and any impact on Franchisee's operations. The parties agree that such negotiations shall commence within ten (10) days of the occurrence of any of the following conditions precedent and that if the parties cannot reach agreement on the terms of such provision within 60 days, the City reserves its right to prescribe such requirement. Such requirement would be effective upon enactment, unless such action was based on a court decision as provided in Section C, in which event such requirement will not be effective until such court decision is final, with no appeals remaining. A. Franchisee or any Affiliated Entity agrees with a franchise authority to provide access to its broadband Internet access transport services to one or more unaffiliated Internet service provider(s) in any of its cable systems; B. Upon entry of an order of the FCC imposing a requirement on Franchisee or any of its Affiliated Entities to provide access to its broadband Internet access transport services to one or more unaffiliated Internet service provider(s) in any of its cable systems; C. Upon entry of a final judgment of a decision in federal court upholding the imposition of a requirement on Franchisee or any of its Affiliated Entities to provide access to its broadband Page 12 C';\225\2000\"farttarac\AerecntCnts\Final MO&A'1'&'f.02 18.wpd Internet access transport services to one or more unaffiliated Internet service provider(s) in any of its cable systems. II. Citx's Authority. Approval of this Franchise does not waive or otherwise diminish any lawful authority of the City to otherwise require the provision of nondiscriminatory access to the Franchisee's Cable System for providers of Internet access service. Neither City nor Franchisee have waived any rights, obligations, claims, defenses or remedies regarding the City's authority to impose such conditions. K. Franchisee agrees to install, operate, and maintain an Institutional Network (I -NET) for the City as described below: i. Within three (3) months of the effective date, Franchisee shall construct, activate and repair when necessary in order to maintain a fiber-optic interconnect institutional loop network ("I -NET") containing at least six (6) strands of fiber among the government owned or leased buildings designated within City on Exhibit A capable with the proper equipment of transmitting voice, video, and data simultaneously. Franchisee's obligation to connect any particular building to the I -NET is contingent upon obtaining approval from the property owner and any other necessary third -party approvals. ii. The I -NET shall also be extended to pass other governmental or educational buildings not listed in Exhibit A provided such institutions reimburse Franchisee for construction costs and Franchisee obtains all necessary approval, including City's approval. Franchisee shall provide unlimited use between the sites located on and connected to the I -NET without cost to City and will extend at cost to City the I -NET to any additional City owned or operated facilities that may be constructed or acquired during the period of this Franchise or any extension or renewal thereof. iii. Franchisee shall provide one outlet (one for input, one for output) from the I -NET to each designated building at a location selected by City at no cost to City. iv. City shall be responsible for the purchase, installation, and maintenance of equipment to utilize the I -NET at each building including, but not limited to computers, telephones, modems, and multiplexers necessary to operate an I -NET. Franchisee shall consult and cooperate with City in order that compatible equipment will be purchased by City. v. The capital costs of installing the I -NET may be passed through to subscribers in accordance with federal and state law as an element of the rate base. vi. City may use the Institutional Network for the useful life of the network, not to exceed the term of this Franchise and extensions thereof. vii. Franchisee shall not charge City for bandwidth utilized to deliver telecommunications services between the municipal and educational sites located on and connected to the Institutional Network or for information received from not -for -profit organizations that are related to a governmental purpose. viii. Franchisee shall cooperate with an effort to interconnect the Institutional Network to the not -for -profit organizations associated with a governmental or educational purpose, with the cost of such Page 13 C.\225\2000\Tamarac\Agreements\FinaIMO&AT&T.0218.wpd interconnection to be borne by the City or the third party. City shall not interconnect the Institutional Network to sources other than not -for -profit organizations with a governmental or educational purpose without Franchisee's prior permission. ix. The City shall not utilize the Institutional Network or its communications capacity for any non -governmental commercial purpose without prior approval of the Franchisee. City shall not utilize or cause a third party to utilize the Network or its capacity for a commercial purpose where such use is competitive with Franchisee. Section 14. Technological Improvements to System. A. Throughout the term of this franchise the Franchisee shall construct, operate, maintain and upgrade the cable system in order to ensure that it complies with the requirements of the Ordinance. B. Within thirty (30) days of January 1, 2005, the Franchisee shall report in writing to the City Manager, in a form satisfactory to the City Manager, on the Franchisee's plans for upgrading or rebuilding the Cable System to conform to the state-of-the-art as defined in Section 5.5-22 of the ordinance. At minimum, the report shall include a survey of technological advances and the availability of new and enhanced services for cable systems. The report shall state what plans, if any, the Franchisee has for the upgrade or rebuilding of its Cable System to comply to the state -of the -art. The report shall also contain an analysis of the impact of updating the Cable System to include new advances upon the Franchisee's technical plant, customer service, subscriber rates, and the Franchisee's financial capabilities. To the extent known by Franchisee, the Franchisee shall also provide the City Manager with a comparison of the services, facilities and technologies utilized by Franchisee or any Affiliated Person elsewhere or any Multiple System Operator operating a system as defined in " state-of-the-art " including a list of each jurisdiction in which new technologies have been used or where cable television systems are being upgraded to include new technologies and provide new services, and an assessment of the costs associated with implementing the new technologies. In no event shall the state-of-the-art be considered less than that level of services and benefits which are provided to any other community in Broward County, Floridg. However, such minimum standard shall not be applicable where such services are not generally provided by Franchisee, its parent, affiliates or subsidiary. C. The City Manager may accept or reject the Franchisee's report and plan to conform the Cable System to a state-of-the-art cable communications system. The Franchisee shall be notified in writing of any adverse determination made by the City Manager. The Franchisee shall have thirty (30) days from the date of notification to respond in writing to an adverse determination Franchisee's failure to respond within thirty (30) days will act as an agreement with the City Manager's determination. D. The City Manager shall report to the Commission any failure of the Franchisee to maintain a state-of-the-art cable system and recommend to the Commission any required upgrading or rebuilding of the Cable System. The City Manager's report shall consider future cable -related community needs and interests, taking into account the cost of meeting those needs and interests and the potential impact of any upgrading upon the Franchisee's Cable System, technical plant, customer service, financial capabilities, services, and subscriber rates. A copy of the City Manager's report will be served on the Franchisee at its local office. The City Commission will consider the City Manager's report at a duly noticed public hearing at which the Franchisee will be afforded an opportunity to be heard. Page 14 C.\225\2000\Tamarac\Agrccmcnls\I inalMU&A'1&'I'.0218.wpd E. Any upgrade or rebuild of a Franchisee's cable communications system ordered by the City Commission, pursuant to Sections 12 and 13 hereof, shall be completely constructed no later than the earlier of .January 1, 2007. The Franchisee shall submit to the City a schedule for completion of any upgrade or rebuild, including starting and completion dates and monthly or quarterly milestones. Section 15. Technical Standards. Franchisee shall maintain and operate its cable system, at a minimum, in full compliance with each of the terms of the Ordinance. Franchisee shall further comply with each of the following requirements: A. All antennas, supporting structures, and outside plant used in operating and maintaining Franchisee's cable system within the City shall comply with all generally accepted industry standards and all applicable federal, state, county, City and/or utility laws, ordinances, rules, regulations and applicable lease agreements relating to tower structures and outside plant. B. All construction, installation and maintenance of Franchisee's cable system shall comply with the National Electrical Safety Code, the National Electrical Code, all applicable state and local laws and regulations, and accepted industry practices. C. Franchisee shall not design, install, or operate its system in a manner that will interfere with the signals or rights of any broadcast station, the electrical or telephone system located in any building, the cable system of another franchisee, or any individual or master antennas used for receiving television or other broadcast signals providing such other entity is operating in conformance with applicable law. D. Franchisee's cable system shall, at a minimum, meet or exceed all technical and signal quality standards of the FCC and the National Cable Television Association, including such enhanced standards as hereinafter may be adopted or promulgated. Section 16. Proof of Performance Tests. A. Franchisee shall perform, at its expense, the proof of performance tests as required by the Ordinance to demonstrate compliance with the requirements of that Section, this Franchise Agreement, FCC standards, and the standards of Good Engineering Practices for Measurements on Cable Systems, published by the National Cable Television Association. Upon written request, Franchisee will provide proof of performance test results within thirty (30) days to the City. Franchisee will provide the City at least ten (10) days advance written notice of when a proof of performance test is scheduled so that the City may have an observer present. Section 17. Access Channels and Facilities. A. Access Channel Capacity. Subject to the Ordinance, Franchisee shall provide to the City, at least one (1) and a maximum of three (3) activated downstream access channels and at least one (1) activated upstream channel on the Cable System for the exclusive use of the City which the City may elect to use, in whole or in part, for video and audio services for educational and/or governmental access use on the following terms and conditions: 1. (a) Franchisee hereby agrees that no later than ninety (90) days from the date of receipt Page 15 C \225\2000\'Tamarac\Agreements\FinalMO&A"I'&"1'.0218.wpd of a request from the City Manager pursuant to formal action by the City Commission, it will provide upstream connection to the allow the City to cablecast programs and meetings live from the City Commission Chambers at City Hall located at 7525 NW 88'h Avenue, Tamarac, FL. 2. Franchisee's Cable System shall be configured so that any government or educational programming delivered to the system on any upstream channel from the City Hall or otherwise required hereunder may be delivered downstream on the system on any of the activated downstream access channels required by Section 17 hereof or from such other access facilities in Broward, County as may be provided by Franchisee that are technically and financially feasible. 3. The access channels to be provided to the City as set forth above may be allocated by the City to educational or governmental use at the sole discretion of the City. 4. Franchisee shall make available all necessary headend and system electronic distribution and production equipment so that any programming transmitted upstream on any upstream channel from Tamarac City Hall or such other origination location designated by the City may be transmitted downstream to all subscribers on any of the downstream access channels provided pursuant to Section 17 hereof. The City Hall will be linked to the headend by the most technically feasible and cost effective means. Franchisee will make available the necessary system electronic and distribution equipment to Franchisee's headend and distribution system to make possible the live cablecasting of the programming from the City Hall. 5. Franchisee, at its expense, hereby agrees to carry live cablecasting of local election coverage where the production of such coverage originates from the same location as do City Commission meetings. In the event that said coverage originates in another location, Franchisee shall, at its expense, live cablecast the coverage unless it is technically impractical for Franchisee to receive and retransmit the signal. 6. In addition to the foregoing provisions Franchisee agrees to provide the City with the technical ability to transmit programming over the access channels directly from any studio facilities Franchisee may maintain during the term of this agreement. 7. Franchisee agrees that all access channels will be provided to subscribers on the Cable System as a part of basic service and that, if such information is supplied to Franchisee or known by Franchisee pursuant to its responsibilities under Section 17 hereof, Franchisee will publicize programming on the access channels as a part of any ordinary printed program listings it provides or will include access channel programming listings in any monthly program guide sent to subscribers, provided that information concerning access channel programming is provided to or becomes known to Franchisee within the time and in a manner that other programmers are required to provide such information for inclusion in such program listings or program guide. B. Access Facilities, Equipment and Support_. 1. Franchisee shall provide to the City a capital grant in the amount of One Hundred Seventy Five Thousand Dollars ($175,000.00) for the purchase of equipment related to production of cable programming equivalent to that listed on Exhibit B in addition to $38,000.00 for such other cable related costs. Franchisee hereby agrees that such obligations shall not be listed as a separate line item on subscribers Page 16 C \22 �\2000\ 1 atnarac\Agrccmcnts\I inalM0&A"1 &T'.021 S.wpd bills. Said payment shall be remitted to the City prior to or simultaneous with the grant of the Franchise. 2. In addition to Commission meetings and coverage of election results, the City may designate up to a maximum of twelve (12) municipal or civic events ("Designated Municipal event") per year that Franchisee shall cablecast live on the First Access Channel. The City Manager shall notify Franchisee in writing of each such Designated Municipal Event, and its place and time, no less than two (2) weeks before each such event is held. Franchisee shall periodically replay each such Designated Municipal Event on the First Access Channel, and subscribers shall be informed of the replay schedule. Upon five (5) days prior notice, Franchisee shall further replay such designated Municipal Events at the times requested by the City Manager. Franchisee shall also provide the City with a videocassette copy of every Designated Municipal Event. 3. The City may cablecast character generated information on a designated Access Channel from a designated location at any time of its choosing. 4. Franchisee shall provide, or cause to be provided at no cost to the City, staff and/or equipment for the purposes of broadcasting a rerun of City Commission meetings, or. Franchisee, at the City's option, shall train authorized representations of the City to operate the equipment in such a manner so as to ensure that the quality of both live and delayed broadcasts will be the same as if an employee of the Franchisee was fulfilling the duties. 5. It is the City's intent that in the event more than one cable operator is granted a cable television franchise by the City, the costs incurred by Franchisee in satisfying its obligation pursuant to Section 17 hereof shall be equivalert to those imposed on other franchisees on a pro-rata per subscriber basis Accordingly, when more than one franchised cable operator provides cable service within the City no later than January 30 and July 30 of each year, Franchisee shall submit to the City an analysis of costs incurred pursuant to Section 17 herein and number of subscribers served for the six month period ending the preceding December 31 and June 30. Within thirty (30) days of receipt of the semi-annual report for all franchisees, the City Manager shall perform an analysis and determine whether any Franchisee has incurred costs pursuant to this section substantially higher or lower than any other Franchisee when measured on a per subscriber basis. The City shall also determine whether circumstances other than costs should be considered in determining whether Franchisee's obligation pursuant to Section 17 are comparable. All Franchisees shall be notified of the City Manager's findings and Franchisee hereby agrees to comply with respect to remitting any payments that may be ordered as a result of a finding that the Franchisee has contributed less than its equivalent share. Failure to comply within any order of the City Manager pursuant to this section shall be considered a material breach of this agreement. (b) In the event a Franchisee is not in agreement with the City Manager's findings, Franchisee shall within thirty (30) days of receipt of notice (1) pay to the City that amount not in dispute and (ii) file with the City Manager a written notice describing in detail those amounts with which Franchisee is not in agreement and the reasons for such disagreement. Should the dispute not be resolved within thirty (30) days of receipt of Franchisee's response by the City Manager, the issue shall be placed on the next available agenda to be decided by the City Commission. 6. To the extent allowed by law, Franchisee hereby agrees that the facilities,equipment, services, and all other support to be provided by Franchisee pursuant to this Section 17 constitute capital costs which are required by the franchise to be incurred by Franchisee for public, educational, or Page 17 C:\225\2000Cramarac\Agreements\FinaIM0&AT&T.0218.wpd governmental access facilities within the meaning of Section 622(g)(2)(C) of the Communications Act, 47 U.S.C. 542(g) (2) (C); that such grant does not constitute a franchise fee within the meaning of Communications Act, state law, the Ordinance, or this Franchise Agreement; and that Franchisee hereby waives, and will not assert in any proceeding, any claim to the contrary. Section IS. Commercial Leased Access. Franchisee shall provide commercial leased access channels as required by federal law. Section 19. Emergency Use of Facilities. A. Franchisee shall comply with all FCC rules on emergency use of facilities. B. Franchisee shall provide standby power generating capacity at the cable system headend and capable of providing at least two (2) hours of emergency power supply. Standby batteries, capable of providing at least two (2) hours of emergency power, shall be installed in the cable distribution plant. Section 20. Lock -out Devi Franchisee shall make available at reasonable charge to any residential subscriber, upon the request of such subscriber, a "parental guidance" or "lock -out" device which shall permit the subscriber, at his or her option, to eliminate the audio and visual transmissions from any channel reception to the extent technically feasible. Section 21. Closed-circuit Captioning for the Hearing Impaired. Franchisee shall make available at a reasonable charge to any hearing -impaired residential subscriber, upon the request of such subscriber, any equipment beyond the subscriber's equipment capable of decoding closed-circuit captioning information for the hearing impaired. Section 22. Line Extension Policy. A. Upon request and payment of all applicable charges, and provided that the requesting person gives Franchisee access to his or her premises in order to furnish, maintain and continue to offer service to that person Franchisee shall, throughout the term of this Agreement, promptly furnish, maintain, and contiriuQ to provide all services distributed over the system to any person at his or her place of residence or commercial location within the City where Franchisee's plant is the closest activated plant to the requesting location or is within one -quarter cable mile and there are at minimum requests for service from 5 subscribers or locations within 1320 cable feet (one quarter mile). B. Where service is requested at a location with a density of less than five (5) subscribers per 1320 cable -bearing strand feet of trunk or distribution cable, service may be made available on the basis of a capital contribution in aid of construction, including cost of material, labor and easements. For the purpose of determining the amount of capital contribution in aid of construction to be borne by the Franchisee and the Subscribers in the area in which service may be expanded, the Franchisee will contribute an amount equal to the construction and other costs per mile, multiplied by a fraction whose numerator equals the actual number of residences per 1320 cable bearing strand feet of its trunks or distribution cable and whose Page 18 C \225\2000`,-I artiarac\Agreements\I" inalMO&A'r&'1'.021 S.wpd denominator equals five (5) residences. Subscribers who request service hereunder will bear the remainder of the construction and other costs on a pro rata basis. Section 23. Cable Home Wiring Commitments. Franchisee will comply with all FCC rules regarding cable home wiring, as amended from time to time. Section 24. Franchise Fee. A. Pursuant to Section 5.5-37 of the Ordinance, in consideration of the privilege granted herein to use and occupy the Streets to own, construct, install, maintain and operate its cable system, Franchisee shall pay to the City a franchise fee equal to either (1) three percent (3%) of its gross revenues as defined in Section 2 (Q) of the Ordinance; or after the expiration of the eighteenth month of the term of this franchise (2) the maximum allowable percentage to an amount greater than that specified in (1) above, that higher amount provided however, that such increase is affirmatively imposed by the City after a public hearing at which both the public and Franchisee are allowed to comment on the impact of the higher fee. Franchisee will pay to the City such higher amount effective with the next available billing cycle in which the higher charge may be placed on subscribers bills. B. The quarterly statements required to be filed by the Franchisee with the City pursuant to Section 5.5-37 of the Ordinance shall be reported on by a certified public accountant and certified as true and correct by a duly authorized officer of Franchisee. Franchisee shall bear the cost of the preparation of such statements. Notwithstanding anything to the contrary, Franchisee shalt, submit to the City statements audited by a certified public accountant, no less than annually. C. The acceptance by the City of any payment from Franchisee of the franchise fee shall not constitute a release or an accord and satisfaction of any claim the City may have against Franchisee for performance of any of its obligations under the Ordinance, this Franchise Agreement, or local, state or federal law. D. Following the expiration or the termination for any reason of its franchise, Franchisee shall pay the franchise fee owed as of the date that its operations ceased within ninety (90) calendar days of ceasing such operations. Such payment shall be accompanied by a gross revenues audit report prepared by a certified public accountant showing the revenues received by Franchisee since the end of the previous fiscal ,� oi, E. Franchisee expressly agrees that: (1) the franchise fee payments to be made pursuant to this Section shall not be deemed to be in the nature of a tax; (11) such franchise fee payments shall be in addition to any and all taxes of a general applicability and not applicable solely to cable television operations within the City or other fees or charges which Franchisee shall be required to pay to the City or to any state or federal agency or authority, as required herein or by law, all of which shall be separate and distinct obligations of Franchisee; (iii) Franchisee shall not have or make any claim for any deduction or other credit of all or any part of the amount of said franchise fee payments from or against any of said City taxes or other fees or charges of general applicability which Franchisee is required to pay to the City, except as agreed herein or required by law; (iv) Franchisee shall not apply nor seek to apply all or any part of the amount of said franchise fee payments as a deduction or other credit from or against any of said City taxes or other fees or charges of general applicability, each of which shall be Page 19 CU25\2000\Tamarac\Agreements\PinaIMO&AT&T.0218.wpd deemed to be separate and distinct obligations of Franchisee; (v) Franchisee shall not apply or seek to apply all or any part of the amount of any of said taxes or other fees or charges of general applicability as a deduction or other credit from or against any of its franchise fee obligations, each of which shall be deemed to be separate and distinct obligations of Franchisee; and (vi) the franchise fee specified herein is the minimum fair market value for the grant hereunder of a franchise for use of the Streets, including all public easements, public rights -of -way and other entitlement to use, occupy or traverse public property, for the purpose of operating a cable television system: Section 25. Reports and Records. Franchisee shall furnish the City with all of the information as required under the Ordinance. Franchisee hereby expressly agrees to implement and maintain such practices and procedures as may be necessary to comply with said obligations. Section 26. Rijzht to Ins ect Financial Records and Facilities. A. Franchisee shall maintain a complete set of books and records, including plans, contracts, engineering, accounting, financial, statistical, customer and service records as required under the Ordinance for a period of not less than ten (10) years from the effective date hereof B. Pursuant to the Ordinance, the City shall have the right to inspect, upon reasonable notice, at a location in Broward County the books and records as may be required by the City to perform its regulatory responsibilities under the Ordinance or applicable law. The City agrees to carry out any such inspection during Franchisee's normal business hours and upon reasonable notice. Access by the City to perform its regulatory responsibilities to Franchisee's books and records shall not be denied on grounds that such books and records contain proprietary or confidential information. C. The City shall accord all books and records that it inspects under this Section the degree of confidentiality such books and records are entitled to under federal and state law. Franchisee's books and records shall not constitute public records, except to the extent required by federal and state law. To the extent Franchisee considers any books or records that it is required to produce to be confidential or otherwise protected from public disclosure, Franchisee shall designate which documents it views as protected and provide a written explanation to the City of the legal basis for Franchisee's claim of protection. D. The City shall have the right to inspect, accompanied by a representative designated by Franchisee, Franchisee's facilities and property related to the operation of the cable system during Franchisee's normal business hours and upon reasonable notice. Section 27. Customer Service Requirements. A. Franchisee agrees to comply with each of the customer service requirements set forth in the Ordinance. B. Franchisee hereby agrees to implement and maintain any practices and procedures that may be required to monitor compliance with the Ordinance. Page 20 (:;\295\2000\'I';tmarac\Agreements\l; inalMO&A'I'&'I'.02 l8.wpd Section 28. City Purchase of Cable S stem. The City may, upon the recommendation of the City Manager and the approval of the Commission, acquire ownership of and operate Franchisee's cable system. Section 29. Modification of Franchise. Franchisee shall file an application with the City for any modification of its franchise pursuant to Section 5.5-28 of the Ordinance. The application shall fully conform with each of the requirements set forth in that Section that apply to applications for modification. Section 30. Transfer of Franchise A. Franchisee shall not: (i) transfer or assign the rights and/or obligations held by Franchisee under this Franchise Agreement to another person, group of persons or business entity; or (ii) transfer ownership or other interest in Franchisee or its Cable System from one person or group of persons to another person or group of persons so that control of this Franchise is transferred. A transfer shall be considered "pro forma" when it involves a transfer to a person, group of persons or business entity wholly owned by Franchisee and will not result in a change in the control or ownership of the Franchisee. B. Franchisee shall file an application to transfer its franchise or to transfer control of Franchisee in full compliance with Sections 5.5-28 and 45 of the Ordinance. Section 31. Procedures for Requesting ADDroval of Transfer. In addition to the requirements set forth in Sections 5.5-28 and 45 of the Ordinance, the following procedures shall be followed by Franchisee in requesting the City's consent to transfer its franchise or to transfer control of Franchisee. A. At least one hundred twenty (120) calendar days prior to the contemplated effective date of a transfer, Franchisee shall submit to the City an application for approval of the transfer. The City may for good cause reduce such time period. Such application shall include the following: 1. A statement of the reason for the contemplated transfer. 2. The name, address and telephone number of the proposed transferee. 3. A detailed statement of the corporate or other business entity organization of the proposed transferee, including but not limited to the following: (a) The names, business addresses, state of residence and country of citizenship of all general partners and/or corporate officers and directors of the proposed transferee. (b) The names, business addresses, state of residence and country of citizenship of all persons and entities having, controlling, or being entitled to have or control ten percent (10%) or more of the ownership of the proposed transferee and the respective ownership share of each such person or entity. Page 21 C: \225\2000\Tamarac\Agreements\l- inal MO&A"r&l'.0218. wpd (c) The names and addresses of any subsidiary of the proposed transferee and of any other business entity owning or controlling in whole or in part or owned or controlled in whole or in part by the proposed transferee. (d) A detailed and complete financial statement of the proposed transferee, prepared by a certified public accountant if audited statements were made, and if not, by a duly authorized financial officer of the proposed transferee, for the three (3) fiscal years immediately preceding the date of the request for transfer approval, and a letter or other acceptable evidence in writing from a duly authorized officer of the proposed transferee setting forth a clear and accurate description of the amount and sources of funding for the proposal transaction and its sufficiency to provide whatever capital shall be required by the proposed transferee to construct, install, rebuild, maintain and operate the proposed system in the City. If the corporate or business entity organization of the proposed transferee has not been in existence for a full three (3) years, the proposed transferee shall submit a certified financial statement for the period of its existence. (e) A description of all previous experience of the proposed transferee in operating cable television systems and providing cable television services or related or similar services, including a statement identifying, by place and date, any other cable television franchise(s) awarded to the proposed transferee, its parent, subsidiaries, or affiliates; the status of said franchise(s) with respect to completion thereof, the total estimated cost of completion of such system(s); and a summary of the amount of the proposed transferee's and its parent's or subsidiary's resources committed to the completion thereof. (f) Upon request from the City, a detailed pro forma financial plan describing for each remaining year of the franchise, the projected number of subscribers, rates, all revenues, operating expenses, capital expenditures, depreciation schedules, income statements, and statement of sources and uses of funds. Where the transfer is part of a larger transaction and such information is not prepared for the single system in the City, the proposed transferee may provide such information on a consolidated basis including the system in the City, but shall provide information on the size of the City system, in terms of number of subscribers, relative to the transaction, so that pro rata estimates may be made. (g) A detailed description of the proposed plan of operation of the proposed transferee, which shall include, but not be limited to the following: (h) A detailed map indicating all new areas proposed to be served, a proposed time schedule for the installation of all equipment necessary to become operational throughout the new areas to be served, and the projected total cost for new construction of the system. (i) A statement or schedule setting forth all proposed classifications of rates and charges to be made against subscribers and all rates and charges and to each of any said classifications, including installation charges, service charges, special, extraordinary, or other charges. 4. Upon request, the terms and conditions of the Franchise Agreement between the transferor and proposed transferee relating to the operation of the Cable System in the City. 5. A statement of acceptance signed by a duly authorized officer of the proposed transferee of all of the terms and conditions of the Ordinance and this Franchise. Page 22 C: 2)5\2uuo':ran,antic\ngrecnwntsu'inultiiOtin'r&'r.ozis.wpd Section 32. Renewal of Franchise. The provisions of Sections 5.5-28, 29 and 44 of the Ordinance shall govern any and all proceedings to renew this franchise. If Franchisee decides to initiate a formal renewal process in accordance with Section 626(a)-(g) of the Communications Act, 47 U.S.C. 546(a)-(g), it and the City must comply with each of the requirements in the Communications Act as well as the additional requirements set forth in of the Ordinance. Section 33. Rates. A. Nothing in the Ordinance or this Franchise Agreement shall prohibit the City from regulating rates for cable services, installation, disconnection, and equipment rental and sales to the full extent permitted by state and federal law. B. Subject to applicable law, Franchisee further agrees that it shall not increase rates or charges for basic cable service, installation, disconnection, or equipment rental without at least thirty (30) days prior written notice to subscribers and the City. C. Franchisee shall not increase any rate or charge without prior approval of the City unless the City is otherwise prohibited from exercising such authority by applicable law. D. Pursuant to Section 5.5-41 of the Ordinance, Franchisee shall at all times charge nondiscriminatory rates throughout the City, as defined by applicable law. E. Franchisee shall not engage in predatory pricing or any other anti -competitive business practice. Section 34. Enforcement Remedies. A. Liquidated Damages. Because the City may suffer damages from any violation by Franchisee of this Agreement or of the Ordinance, which damages may be difficult to quantify, the City and Franchisee agree to the following schedule of liquidated damages: 1 . For failure to complete system upgrades/rebuilds and offer service as required by Section 12 (A) and 13 (A)(B)(C)(D)(H) hereof, unless the City specifically approves a delay Franchisee shall pay Two Thousand Dollars ($2,000.00) per day for each day, or part thereof, the deficiency continues. 2. For failure to comply with any provision of the Ordinance, failure to comply with any other provision of this Franchise Agreement, or failure to comply with any lawful order of the City within thirty (30) days of receipt of notice of such non-compliance from the City, Franchisee shall pay Five Hundred Dollars ($500.00) per day for each day, or part thereof, that such non-compliance continues. B. Before assessing liquidated damages against Franchisee, the City shall give Franchisee written notice of the violation and its intention to assess such damages, which notice shall contain a description of the alleged violation. Franchisee shall cure said violation no later than thirty (30) days of the date of receipt of the notice. The City may collect liquidated damages owed, either through draw -down of the security fund as provided in Section 10 of this Agreement, or through any other means allowed by law. Page 23 C.\225\2000\'1'airiarac\Agreemcnts\I: inal MO&AT&T.0218,wpd C. Revocation or Termination of Franchise. Franchisee's franchise is subject to revocation pursuant to Section 5.5-46 of the Ordinance for any of the reasons set forth therein. In the event the City exercises its right to revoke the franchise, the procedures set forth in of the Ordinance shall apply. Section 35. Area wide -Interconnection. A. Franchisee hereby agrees to interconnect with any or all other cable systems located within the City or serving subscribers within the City. Interconnection of systems shall permit interactive transn,issi,m and reception of government and education program material, and may be done by direct cable connection, microwave link, satellite, or other appropriate method, as mutually agreed by the affected cable operators and approved by the City Manager. B. Franchisee shall, where it does not own the affected system or systems, immediately initiate good faith negotiations with the operators of the other affected system or systems in order to facilitate the construction and operation of the interconnection link and the equitable sharing of costs among the systems pursuant to Section 17 herein. Franchisee shall report to the City the results of such negotiation no later than sixty (60) days after the date of the Ordinance granting the Franchise. Where Franchisee owns the affected system, Franchisee shall report to the City on the timing and, method of interconnection within thirty (30) days of the grant of the Franchise. C. The Franchisee may be granted reasonable extensions of time to interconnect if the City finds that (1) the Franchisee has negotiated in good faith and has failed to obtain an approval from the system or systems of the proposed interconnection; or (2) the cost of the interconnection would be unreasonably high. D. Franchisee shall make all reasonable efforts to cooperate with any designated access organization, interconnection corporation, regional interconnection authority or City, county, state or federal regulatory agency which may be hereafter established for the purpose of regulating, financing, or otherwise providing for the interconnection of Cable Systems beyond the boundaries of the Franchise Area. Section 36. Written Notice of Acceptance. Prior to the date of the Commission Ordinance approving the grant of this franchise, Franchisee shall provide the City Manager with written acceptance of all the terms and conditions of this Franchise Agreement. Franchisee's failure to comply in full with this Section shall render this Franchise Agrec!new and the franchise null and void with no further action by the City, unless the City agrees in writing to extend such period. Section 37. Execution in Counterpart. This Franchise Agreement may be executed in counterpart. SECTION 3: Savings. All rates, fees, charges and financial obligations previously accrued pursuant to the ordinances and resolutions repealed by the Ordinance shall continue to be due and owing until paid. Page 24 (',\'��\2000\ I'anr�rtc\Agrccmcnts\FinalMO&n'f&T.0218.wpd 1 SECTION 4: Severability. If any part, section, subsection, or other portion of this Ordinance or any application thereof to any person or circumstance is declared void, unconstitutional or invalid for any reason, such part, section, subsection, or other portion, or the prescribed application thereof, shall be severable, and the remaining provisions of this Ordinance, and all applications thereof not having been declared void, unconstitutional or invalid, shall remain in full force and effect. The City declares that no invalid or prescribed provision or application was an inducement to the enactment of this Ordinance, and that it would have enacted this Ordinance regardless of the invalid or prescribed provision or application. SECTION 5: Applicable Law. This Ordinance shall be construed in accordance with the law of the State of Florida and is subject to applicable local, state and federal law. SECTION 6: Effective Date. This Ordinance shall take effect immediately upon passage by the City Commission. PASSED ON FIRST READING February 23, 2000. PASSED ON SECOND READING March 8. 2000. CITY COMMISSION CITY OF TAMARAC, FLORIDA RECORD OF COMMISSION MAYOR SCHREIBER DIST 1: COMM. PORTNER DIST 2: V/M MISHKIN DIST 3: COMM. SULTANOF DIST 4: COMM. ROBERTS Page 25 C:\225\2000\Tamarac\Agreements\I'inaIMO&AT&T.0218.wpd 1 1 1 IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. Carol Gold CMC A E City Clerk /�> day of /� c �u� , 2000 C\225\2000\'I-arriarac\Agrccmcntx\l�in;tlNIO&A'I'&'1'.0218.wpd CITY OF TAMARAC, FLORIDA. through its City Commission By:_ Schreiber, Mayor 3 day of Ma.(-C—t-{ , 2000 Jeffrey L. Miller, City Manager +' day of /7704 2000 Agreed to and accepted by Franchisee: MediaOnc Of.:-Jreater Florida. (�� Z], C�c.� N-, �.•r , � - li tcf fcLct r sY1 u� Z day of , 2000 9 r, t L �A 11 As to "Franchisee" Page 26 1 0 m L. -W M O m J o4) z r� U Cr x W �r IN T O y.+ ca vJ u.. w w L!. 0 d a a� co (nU) mm LL be m m E ca W m U) U v Q� C cU C :3 cn E 0 U x CDc Cc �Q CL m C� 1 1 Exhibit B ELECTRIC IMAGE MEDIA SYSTEMS w S A L E S ❑ R D E R x: x 1/' Number . 4638 - AL,LU-Car,Gel Date: 11/12Is>7 Accounr : 5581 �{.K y Pape; 1 S 1 m a 1 �'���/ .,4 Bill T o : Ship Tr,: TAMARAC. CITY Or TV S'CAST ►'LnYBACK SYSTEM 7525 NW 88TH AVENUE 7525 Nw �"�aY 68TH AVENUE TAMARAC. FL 33321 TAMARAC, FL 33321 Descr•1ption ;prdor bite; customer PO Number + y----- ,Shi:going .1n;ttructtor►s lnvuico 11/Oajyy�-�__..__...._w.._...., ~--_______-__ INSTALLED ..... Gods_~Quaantity UM- ______.._..---------------Pri----•Yy__- -yDescription iy ` --- 501-1 .1.00 EA FOUR BAY CONSOLE SYSTEM 33.500.00 $3,500 00 WINK0618 501-1 1.00 EFl /0 --q—ERTIC:AL. COMPLETE,BLACK $Z75,00 1371; 00 WTNV9801 501-1 1.00 EA - LET DOWER SUPPLY Wj N 10 712_ S135.00 3125 00 $01--1 3.00 EA MO-M11OR-COLOR.600 TVL-PGB.DARK 3900.00 S2.70C• 00 T1NT.COMPOSXTE_Y/C.Y/R-Y/E--Y S0NPVM14M2U 501-1 1.00 CA •7--iiG 'PRor3_ mONI,ORS $2,250.00 S2.250 00 SONPVMAB1U SO1`1 4.00 EA --7r;z—. Am, 232 CONTROL. ECIri $3,1z5.00 $12,500.00 REC.Dv I/0. COMP,ACT SONDSR20 501-1 1.00 EA -HMZ,D 8X1-000TER,CONTROLLEA 54-000.00 S4,00C. 00 AUTOMATED PLAYBACK MAT2048 501-1 1.00 EA '--WA k1 � (•1%vEcTORSCQPL• COMBO/SCH $3.995.00 sz.99', DO LEA5872A 501L1 1.00 EA -FDA -g SCri PT CWAR c.FN $3,500-00 S3.S()U 00 v10PS1 501--1 1.00 EA —if'.L. RACkMOUNT, COMPOSITE Z. $1.875.00 51.87'• 00 Y/G INS / OUTS DFJS235 501-1 1.00 EA ,--rUFcDL'R PKG:0SRi00.vCTU1 & $0,900.00 3a"?O* 00 PLATL..1.5'-VF-.CANON 14X IF LENS HARU SHIPPER CASE --------------- SONOSR30OLCIAS Ramit payment to: ELECTRIC IMAGE MEDIA SYSTEMS 3409 NW 9TH AVENUr: SUITE: #1104 FT LAUDEk0nLE _ FL 3Z309 ;_1 'a EBB (555 796 v 103v4 30e741 D 1 w-0-S"13 r4Od3 wd5 l ° Z: l 656 l -9 l - l l 1 11 r, F."1_EC:T,qIC IhAGE MEDIA SYS7Et1S yq r. . � S A L E 5 0 R D E R ys 3: :r. �J 3 Number- : 44.313 - Auto-ClnceI ACcouht= 5581 Date: 11/12/99 Slm 4 _ 1 Page: 2 oill ,41AT� T' ``j� • r Ship 'r o : TAMARAC, CITY G-F 7.. / 752r NW 887H AVENUE �-7•G�d CTV 8'CAST PLAYBACK SYSTEM TAMAAAC_ FL 33321 7525 NW 88Tli AVENUE rANARAC- FL 33321 El scriptian :Or•dar Dote; Customer _..- ... PD Number : SAlPPi ng I11StrUCtions Invoice 11/04/99^..-___--_-._-__----_---»___--------- :INSTALLED ~��___ �-- Cbde quantity UM Description --_ ___..�,._ Price 501-1 1.00 EA CHARGCR, FOR SPL40/60/90A aAT7 "- 01-1 SONbCL50 M450.00 Sn50 00 2.40 EA §ATTeFY. LITPTum. 3 h:p GAPAC:_ E'la ` 501-Y 3rJNE�PL90A `k-E . DO SI , 35(• O0 1.00 EA `! , WIRELESS_ PORTABLE $2.49S.00 501-1 1.tz0 EA S� 0NWRR95SA68 r_ 2.�9.. 00 WIRELESS fAANSMITTER W/ ECM5a $38H.00 M7C CUNNECTED S.9S6 ')0 501--1 ~-'ONWRT8= nosm55 1.00 ER C'WERSTATfoN—i! COMPACT 4.2amp NRt:120'i•0 3250_00 M250•10 501-1 1.00-EA ULTRALLGHT W11H 2 0 CABLE . 501 I 1.00 CA ANrU(, rp $195.Ca slq'i -)0 PRO TOUEN TRIPOD SYS- 11LO Crp 2STAGF.• LEGS.SOFT E1•2SG.00 $1.250 )0 501-1 cnSE,RREApER , VINPRoisc s-2 1 .00 EA NADY P-0—AT AL . MUL rI CH (160) UHF $990.00 WIPELS LAvALIER SYSTrM.XLR $99U 00 a0I_1 1 .00 En NAD651VRLT L "-r --SG,IT • 3 ONMI LIGHT W/ STANDS. GELS. ACrES,ORlES $1 .050.00 $1.050 510 5 A 1-1 L�AaLa-," 1.00 CA MONXTOR. PH00UCTION,F3",A G/DC `3S",7��C7ann�n �795_DO >01-1 1 .00 EA ChIAf•:GER 'p Ct{ARGER.4 $795 �.D 501-1 NFL 9ATTS A5 SZ50_00 $550 �0 1.00 EA MONIT-OR CA$E , SONY PVM9041 , 44. 6 S250.00 9040.41 , 6 440 MONITORS ^�e $.__�0 • O ReExt Pavmcnt t17-- LECTHIr, ZMAGF MI=L•XP SYSTEris 3409 NW ?Tjj AVIrNUEr NUITF >r11O�f FT LnLIC)ERDAL E., (•L f d F. -F)91 SF3q T7SF V [ 03►-► :30 VVr 1 O 1 blOA13 V40?2W L-1dw ' z l 655 L -9 L - t E 1 1 ELECTRIC IMAGE flEoln SYSTEMS 7 * S A L E S D A D£ R s W. V Number : 4658 -- Auto --Cancel Account: 5581 41m 4 : l Bill TO: TAMAAAC. CITY OF 7525 Nw 88TH AVENUE TAMARAC. FL 35321 Dace: 11/12/99 PagL%: 3 Ship To: TV B'CAST PLAYBACK SYSTEM 7525 NW 89TH AVENUE TAMARAC• FL 33321 Deccripti0n--______'Order Da Le: CuiStomer PO Number :Shipping Tnrtruction,% Invoices-_...._....__-�,_'y11/04/99-�-`_+_` :INSTALLED Cade 0 uan t l ty Uh DwSc i p t i on:INSTALLED __ Y...._ 71_ _--, --- Price ..______Arnr.1int ,__` PORM08044 501-1 4.00 4A TiP / -,P, / ASPNPISILFR 501-1 1.00 Ea kARGES PC]R SYSTEMZ.Q0MPONENT INSTALLATION WITfl LABOR SERVICE/INSTAj L a75.00 25,500,00 330: 0 00 $5. SO�r .00 n[ T`30..._�•_�_ _�_.... _ _�-...__,...___--Qisc:.. fiemi t ( O. 000) .-��..«---------S0.. r •O Psyment to. ELECTRIC `:ut+total $59183 Z-I a IMAGE MEDIA SYSTEMS 3440'9 Tax ( Exempt)- SO.C-0 NW 9rH AvEPIUE 3UlTE n1104 FT Freight S50C1 ''0 LAUDERnALE . Fl. 33309 Less Deposit $o.• O Amount Due _ S60,333 1.0_ 4 E913t SS5 756 v I Gal 30vwI D I aID3-13 V40dj wdez : z l 666 l --9 I -1 ( ELECTRIC IMAGE MEDIA SYSTEr1S .► ♦ S Number a62� A L E S 0 R D E k Auto --Canted �� Accovfjt: 5581 Date: Y Slm � 1 /V L.� 11/12/9LJ �zst7c _ 1 ni 1 l ' To:- ShiD To: TAMARFgC. Cl rY 7525 Nw 58TH OF AvEML1F TAMARAC. CzrY TANIARAC, PL 333,7 L 7525 NW OF SBTH AVENUE TAtlgRAC, FL 33321 DeYcriPtion Cu .t0mer Invoice ❑U Number i ShiPPing Instructionu _- `__-•- ___-�_._ Code ovsn .. ' l t/04/ag : TAh1A RAC CHAl7BERg-T-r; 4P$-'IELOCiTY NLE------ -Ur7sCrj ~- - ti cy Ptidn~y^ _..� ___..__-.__ _. _ ___ _.. __..___-_____-... �- `Uh� Price 504-1 E 1 _0pEAC�Pfi ..__-_.._Am6lint '✓F LQCi iY NI.E v �.-.� �I EFX. REALI TY CARD sOF-rWtiRED $22, INSCRIBER 42 _Ot7 S22.4C� OG CG-SOUNDFORCE AUDIO AV 'OX.ANALOG,Y/C,SDI,DV SC1-] 1,00 EA S n V3D4500DX_SDy i O'er' INTERGRAPH TaL2000 PC N 4e0 MHX DUAL L $0.b0 $C70 SDRgry.DU256AL VGA DUT,FLOPPY.co-- 5C1-j r Dr1. K8,M0U5e-5PCI SLOTS.2FAN.,, iNTTOx7_KV/DUAL4Ao .00 EA 501-1 1.OD EA ,CU,+� MORE n— VDRA?lXNT CR-RON NIRTITEA_ SG.aa �V _,0 PLAY/RECORDER 6X RECORDING SPEED,WRITES 6x. 0.00 SO -)O RE-WkITES4X.READS 16x bol- J. 1 .QO �A USBCDRW4 L!l 6k ri^,�B Ekr. ZIP DRIVE -2gpM8_DUAL LJSB 4 PCMCX INTCRFACES $0-00 30 -)O 501 -1 Z_.DO Ep T Q -`' ryDNNI OR. 5U1-1 MULTI SCAN, C0N ;DM500pS 1 ' PROF $0. 00 1_00 kA f'1CJNITOR.PRODUCTION.20".600 TVL Sn.fO 501-1 MULTI-,TD,ENGINEER FUNCTIONS SONpyMgo^ $0'OO so. -SO 1.00 EA NQkTON ANTI tiIRU:. c.0 5(l1-1 1 .U0 EA NORC, - 0 'T1ri l--RN0Z $0.00 $0 -0 AJv REMOVAaLE DRAWE'RS,RTTO�DUAL, $0.00 $0 j;O ReELE Payment to: 340gTRI[. IMAGE MEDIA NW SYS7EMS 9TH nVFNUE F r LA UpERl�aLE. SUITE #110•1 -s3_,,c)9 FL S 'd _ E98L599 VS6 v10:11 30vNiI DId-L0313 r402-1 Wdl!+2!1 6661-91•-L L ELC��T RIC: IMAGE S A L F_ S MEDIn SYSTEMS 0 R D E R 24, Number . 4629 - put.0-C:an4e) Date: 11/12/99 Accouritt S5e1 page: L SIM # : l Bill To: L Ship To: TAMARAC, CITY OF y TAMARAC, CITY OF 7525 NW asrN AVENUE 752S OW 88 TH AVENUE TAMARAC, FL 33321 TAMARAC. FL 3332i Description' :Order _Date! C:u5Gamer PO Number ;Ship.pinq Instructian5 Invoice 11/04/99 :TAMARAC TCHAMSERe..�_-;GPS-VELOCITY NLE Cade Au�nr.ity UM _ Oes.criptian..____.....,....___....____------u __ ric©.._...._---ramat -,it=� CONTROL CARO,STRIPING SOFTWARE CTI5a 4BAY/REmov so]-1 1 _00 EA K;ITAL VIDEO EF'FECTS.GENERATR $0.00 SCE rtp 30 EFFECTS � 0 0 R 8 F L(ri.L� 501-L 2.c0 CA OWERED SPEAKERS 1S W GUILT IN $0.00 10 00 AMPLIFIER 501-1 1-00 EA `GUNSMS,tpq EU?ING RECORDtR/PLAYER DYCAM 27.750.00 $7,750 •10 FORMAT W/TBC_RS412A IF b TC AEA0ER/GENERA'roA SONDSRSO SO1-1 d.00 L&) _7AXRGE5 FOR SYSTEMS, COMPONENT 30.00 $11.JO INSTALLATION WITH LABOR Sr RVIC�C/ I NSTA�L 501-1 0.00 LA C M NG/DEMO CHARGES $0.00 30 OG SEFvtCE/TRAINTNG 501-1 1.00 EA pZN"� VM PE.1/ELgCITY NLE 50.00 SO 00 UF'ZV3D/VMSrUTU0RjAL --._____.._..---- ___---- Term- COD CASH Remit -- ..--- ----- i - O--------- --_-------- o-Y Payment to: Subtotal 230,1i5 D ELECTRIC IMAGE MEDIA SYSTEMS Tax (Florida 1• so •0 3409 NW 9TH AvENUE SUITE 01104 Freight 1()%10 FT L AUDERDALL . FL 33309 t a:;s Deposit Amourst. Due - SC. r _ _ -$30. 1 7S. -•0 • �O � ° E9a � sss pss v 1 o�w 3Ow, [ D I alD�"'I� r,0a� ►-,a i � z � sC� � -g � •- � I Ll C 1 Tamarac Equipment List ------------------------------------------------------------ Code Quantity UM DESCRIPTION Price Amount CHAMBER EQUIPMENT - MEDIAONE PROPOSAL 501-1 1.00 EA MONITOR, PRODUCTION, 20", 600 TVL $ 1,895.00 $ 1,895.00 MULTI -STD, ENGINEER FUNCTIONS SONPVM20M2U As Listed in City Proposal 4 PANASONIC AWPH300 Pan/Tilt/Zoom Camera $ 11,535.00 $ 48,000.00 System Package Each package includes: 1 AW-E600 1/2" 3CC IT Industrial Camera (850 Included - lines, 65 dB, 430,000 pix) 1 AW S14XBMD Fujinon 14X zoom lens. Included - 1 AW-PH300 Pan/Tilt Head Included - 1 AWPS-300 Power Supply for AW-PH300 Included - 1 AW-CA20T15 Lens control cable Included - 1 AW RP501 Hybrid control panel for camera, Included - pan/tilt, lens, CCU 1 AW PS301 Power Supply for AW-PH300 Included - 501-1 1.00 EA POWER SCRIPT CHAR GEN $ 4,000.00 $ 4,000,00 VIDPS1 As Listed in City Proposal 1 DVS CG Workstation - Mini Tower $ 998.00 $ 998.00 266Mh7-/64Mb/3.2GbHD/3.5" floppy, monitor, keyboard, Windows 95 1 Panasonic WJ-MX50 Digital A/V Mixer (audio $ 3,765.00 $ 3,765.00 follow video) 501-1 1.00 EA CHARGES FOR SYSTEMS, COMPONENT $ 5,650.00 $ 5,650.00 INSTALLATION WITH LABOR SERVICE/INSTALL As Listed in City Proposal 501-1 1.00 EA SUPPLIES NEEDED FOR INSTALL $ 2,890.00 $ 2,890.00 As Listed in City Proposal As Listed in City Proposal SUBTOTAL - CHAMBER EQUIPMENT - MEDIAONE PROPOSAL SUBTOTAL - EDITING AND CONTROL ROOM EQUIPMENT - Unchanged from City Proposal SUBTOTAL - FIELD EQUIPMENT Unchanged from City Proposal GRAND TOTAL $ 67,198.00 $ 30,175.00 $ 60,333.00 $ 157,706.00