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HomeMy WebLinkAbout5.2 Cable TV Franchise Negotiations 1050,130 CITY OF DUBLIN AGENDA STATEMENT CITY COUNCIL MEETING DATE: January 14, 1985 SUBJECT Cable Television Refranchise Negotiations ' EXHIBITS ATTACHED Letter from Lee Horner dated December 25, 1954 and attachments ; Cable Television Model Franchise Agreement RECOMMENDATION Open public hearing ; receive report from Cable �`!�J�"' Television Committee ; receive public testimony; lose public hearing; establish list of priorities for Cable Television Franchise Agreement to be taken back to Joint City Negotiating Committee FINANCIAL STATEMENT: None at this time DESCRIPTION The Cities of Dublin , Livermore , Pleasanton and San Ramon are in the process of developing a negotiations strategy for, the cable television ref ranchise agreement negotiations with Viacom Cablevision. The Cities of Livermore and San Ramon have developed their list of priorities for inclusion in the franchise agreement negotiations ( see attached) . The members of the negotiating committee agreed to have their respective Cities develop a list of priorities for the renegotiation of the cable television franchise prior to the end of January, 1955 . It is anticipated that the negotiations committee members will be meeting at the end of January to hammer out a list that can accommodate each City ' s concerns . In order to assist the City Council in identifying those priorities for the City of Dublin which should be included as part of the cable television refranchise negotiations , Cm. Hegarty and the City Manager have met with the City of Dublin' s representatives to the Citizen' s Cable TV Advisory Committee which include Ed Chase and Claudia McCormick; and has published a public hearing notice in the local paper to solicit input from residents with respect to cable television. As a result of the meeting with the City' s representatives to the Cable TV Committee , the following list of items were developed for City Council consideration: 1 . Residential cable service include a minimum of 54 channels + Fol. 2 . Inclusion of ESPN (Sports Network) as part of the basic cable television service level . 3 . Cities be given a franchise fee of 5% of gross revenues for all pay tv services . 4 . The provision of a cable drop and modulator (if necessary) at the fol- lowing public buildings : a . City Offices b . Police Station c . Dublin San Ramon Services District Olsices d . Shannon Community Center e . Dublin Library f . Local Junior Colleges 5 . Cable television local access groups should have the availability of a fully equipped mobile van and the priority of use . b . i'he operator should make additional Viacom staff time available for the purpose of training individuals interested in the operation , care of equipment , and production of programs for local access , at no charge . 7. The existing local access studio in the City of Pleasanton should be up- graded in order to improve local access progr•arnming . ---------------------------------------------------------------------------- COPIES `1'O : Claudia i-icCormick Ed Chase 10 • [Michel Dittrich, Viacom AGENDA STATEMENT: Cable TV Franchise Renegotiations Page 2 8 . One educational channel should be provided for all elementary and secondary schools . An additional educational channel should be provided for all local junior colleges . 9 . The operator shall provide two-way interactive channels for public services at such time that the cable operator is providing interactive channels for commercial services to at least lvo of its subscribers . In addition to the items above , the Dublin San Ramon Services District nas requested that the cable operator provide two live insertion points . One insertion point would be at the District ' s Fire Training Center and the other insertion point would be at the District ' s Administrative Offices . The District has also requested one two-way interactive system for fire alarms . The Librarians from the various Libraries in each jurisdiction have also submitted a list of priorities for consideration in the negotiation of the franchise agreement . It is Staff ' s recommendation that the City Council receive the report from the Cable Television Advisory Committee and receive input from the public regarding those issues which should be addressed as part of the cable television refranchise negotiations . Upon compiling a list of priorities it is further recommended that the City Council direct the City' s negotiating team members , Vice Mayor Hegarty and City Manager Ambrose to forward those concerns to the joint negotiating committee . AOMINISTRAT�CN BUILDI';Ncl Nvcmue _:verrnc!e, C.4 0 0 December 26) 1984 RECEIVED DEC CITY OF DUBLIN Mr. Carl Pilnick President Telecommunications Management Corporation 5757 Wilshire Boulevard Suite 359 Los Angeles , CA 90036 Dear Carl : I have received a copy of the Draft Franchise Agreement and the Draft Regulatory Ordinance from your office. I will see that both of these documents are distributed to the other three cities. I am enclosing for your review the following documents: 1 . A "wish list" from the City of San Ramon that details the provisions that they would like to see incorporated into a franchise agreement . 2 . A "wish list" that has been developed by the librarians in our area that details their cable needs for the future. The City of Livermore ' s cable subcommittee also met and developed a "wish list" of our own , which includes the following: 1. The local access group should have the availability of a fully- equipped mobile van and priority of use. 2. The studio at Livermore High School should be reactivated as a live insertion point . There should also be a live insertion point at the Livermore Library. Both insertion points should be able to reach entire system--or as an option , to reach Livermore residents now and go system-wide at a later date . -four (54) subscriber channels , including four channels 1 3. Fift y of two-way capability. There should be one system-wide public service channel , one system wide two-way channel , and three local two-way channels. 4. The operator:. should provide a cable drop and modulator (if necessary) at designated public buildings. 5. The operator should provide one separate channel for Chabot College , plus a modulator , if necessary. 6 The operator should provide a character generator for the Livermore hub. -A 4 ,vi Mr. Carl Pilnick Telecommunications •.' Management Corporation Los Angeles , CA 90036 We have not had the opportunity to review the Draft Proposal of the Franchise Agreement , but , as soon as we are ready for another meeting with you, I will be in conta/ct . It will probably be sometime in mid-January. 'Sincerely, LEE HORNER City Manager LH/cm cc: Jim Walker, City Manager, Pleasanton Richard Ambrose, City Manager, Dublin Jim Robinson , City Manager , San Ramon T =To: - Charlotte Severi n Citizens' Advisory Committee on Cable Television From: Julia Casamajor Re: Library priorities for the refranchise agreement December 19, 1984 This list was developed through conversations with Sarah C. Gray, Director of the Livermore Public Library; with Eleanor Crary, Deputy County Librarian, Alameda County; and with Esther Helfand, Assistant County Librarian, Contra Costa County. i 1. As libraries are communication centers, they must be mentioned specifically in any sections of the refranchise dealing with either government agencies or educational institutions. Rationale: This reflects the reality of libraries' role as governmental and educational entities. This insures that libraries may be included in future institutional networks. 2. Each public library in the franchise area is to have a cable drop and free base-line service including prompt maintenance. Rationale: Pleasanton and Dublin do not have cable drops in their county branches. Livermore has had difficulty in getting their drop maintained. 3. Provision should be made for a fully interactive cable connection in each library when this service has been provided to 10,) of the subscribers in the franchise area. Rationale: Interactive connections would enable home users to interact with libraries in the same way they may with banks and other automated systems. This aspect of service could be a selling point for the cable company. 4. Provision should be made for fully interactive institutional loops linking the libraries of each jurisdiction for both data and video transmission. Rationale: Increasing telecommunication costs may make cable transmission of automated cataloging and circulation data an economically feasible alternative in the future. We would prefer that these loops be installed at cost. If necessary, we would tie this to a trigger, such as the 10;5 figure men- ' tioned above, to be decided by the negotiating team. 5. Provision should be made for fully interactive institutional loop linking libraries of all jurisdictions with data and video _ transmission should future regional cooperation require that option. Rationale: Cooperative projects among county, city, school and college libraries are presently in the discussion stage. However, as more facilities automate, such cooperation may become feasible within the contract life and we would like to insure the option for reduced telecommunication costs if possible. cc: Lee Horner Sallie Gray Eleanor Crary Esther Helfand CITY OF SAN RAMON t ' REQUIREMENTS FOR C.A.T.V. FRANCHISE RENEGOTIATIONS 1. Residential cable - 54 channel minimum + FM, with two-way interactive capability, to be activated upon request of the City. 2 . Separate institutional network, with at least 15 channels, 10 dowstream, 5 upstream. Use of these channels to be coordinated by the City and the cable company. 3 . Institutional network should include home interactive services and emergency alert capability -- timing to be negotiated. 4 . A fully-equipped studio, available for public , educational and governmental access use to be located in San Ramon. A specific equipment list for taping, recording and editing functions will be included as part of the franchise agreement. This equipment will be periodically replaced in order to keep facilities up-to-date. Equipment will be maintained by the cable company. The cable company will also have studio staffed by at least one full-time person to provide training and assistance to the. public . The cable, company will provide a specified amount of training to the public, free of charge, on the operation and care of the equipment and the production of programs . All training and equipment use for public access will be free of charge. 5 . Ten percent of residential capacity and 20 percent of institutional capacity will be dedicated to public access . 6 . One educational channel for use by Chabot and Diablo Valley College , San Ramon Campus , with equipment and assistance with technical issues, training and operation and maintenance of equipment. 7 . One channel, specifically for San Ramon, to be shared by govern- ment access, public access and emergency access . 8 . Capability of interconnection with all contiguous systems (specifically Televents) to .allow for 2-way interactive communi- cation between schools and other public institutions . 9 . All currently incorporated areas of the City will be included as the service area in the franchise agreement. Also, any future annexations not being served by cable television will be wired for service within one year of annexation . 10 . All public building installations of both residential and institutional cable service shall be made free of charge . All services to public buildings (except pay services) shall be free of charge . 11 . All customer complaints shall be responded to within 24 hours . ADMINISTRATION BUILDING 1052 South Livermore Avenue Livermore, CA 94550 (415) 449-4000 Date: December 27 , 1-984 To: Cable Television Negotiating Team Marshall Kamena, Councilmember , Livermore Jim `talker , City Manager , Pleasanton Frank Brandes , Councilmember , Pleasanton Richard Ambrose, City Manager, Dublin Pete Hegarty , Councilmember , Dublin James Robinson , City Manager, San Ramon Diane Schinnerer , Councilmember , San Ramon From: Lee Horner , City Manager, Livermore I have enclosed a copy of a model Franchise Agreement that has been prepared by Carl Pilnick. This Agreelent was prepared by Mr. Pilnick prior to receiving any input from the cities on their own individual franchise provision desires. To dn.te , Mr. Pilnick has received input from the Cities of Livermore and San Ramon . Please try to review the Agreement before our next meeting with Mr. Pilnick , which will probably be sometime in mid-January 1985. � DECEIVED DEC LH/cm CITY OF DUBUN Enclosure U k ,a-cs .t,yci d �f�q rry �J 'I ' R, •',. R F1 * MODEL AGREEMENT AN AGREEMENT RENEWING A NON-EXCLUSIVE FRANCHISE TO VIACOM CABLEVISION TO OPERATE A CABLE TELEVISION SYSTEM IN THE CITY OF AND SETTING FORTH CONDITIONS ACCOMPANYING THE RENEWAL OF THE FRANCHISE. TABLE OF CONTENTS Page SECTION 1: GRANT OF FRANCHISE RENEWAL . • . . . . . . . . 2 SECTION 2 : DEFINITIONS . . . . . . . . . . . . . . . . . . 4 SECTION 3: GENERAL REQUIREMENTS . . . . . . . . . . . . . 5 SECTION 4 : CONSTRUCTION AND SERVICE REQUIREMENTS . . . . . 8 SECTION 5: SYSTEM DESIGN AND PERFORMANCE REQUIREMENTS 10 SECTION 6 : SERVICES AND PROGRAMMING . . . . . . . . . . . 15 SECTION 7 : SUPPORT FOR LOCAL CABLE USAGE . . . . . . . . . 16 SECTION 8 : RATES AND CHARGES . . . . . . . . . . . . . . . 18 SECTION 9 : PURCHASING, TRAINING AND HIRING REQUIREMENTS . 19 SECTION 10: REGULATION . . . . . . . . . . . . . . . . . . 21 SECTION 11 : SEPARABILITY . . . . . . . . . . . . . . . . . 23 SECTION 12 : FORCE MAJEURE; GRANTEE'S INABILITY TO PERFO-PdM. 24 SECTION 13: HOLD HARMLESS . . . . . . . . . . . . . . . . . 25 EXHIBIT A: CONSTRUCTION AND SERVICE SCHEDULE EXHIBIT B: PLAN FOR PROVISION OF INTERACTIVE RESIDENTIAL SERVICES EXHIBIT C: PLAN FOR PROVISION OF INSTITUTIONAL SERVICES EXHIBIT D:. PROGRAMMING, SERVICES AND TIER STRUCTURE EXHIBIT E: INITIAL RATES AND CHARGES EXHIBIT F: FREE PUBLIC BUILDING INSTALLATIONS EXHIBIT G: SCHEDULE OF GRANTEE COMMITMENTS _ l - A G R E E M E N T THIS AGREEMENT, made and entered into this day of at by and between the City of a municipal corporation of the State of California, ("Grantor" ) , and Viacom Cablevision, a wholly-owned subsidiary of Viacom International, Inc. , ("Grantee" ) . W I T N E S S E T H WHEREAS, the City of pursuant to Ordinance No. is authorized to grant and/or renew one or more non- exclusive revocable franchises to operate, construct, maintain and reconstruct a cable television system within the City; and WHEREAS, after public hearings, the City has determined that it is in the best interest of the City and its residents to renew the franchise previously granted to Viacom Cablevision, 6640 Sierra Lane, Dublin, CA. 94568 . NOW, THEREFORE, the City (hereinafter also known as the Grantor) hereby grants to Viacom Cablevision, (hereinafter the Grantee) a cable television franchise renewal in accordance with the provisions of Ordinance No. and this Agreement. 2 - 1. GRANT OF FRANCHISE RENEWAL 1. 1 Grant. Viacom Cablevision, a wholly-owned subsidiary of Viacom International Inc. , a corporation with its principal place of business located at 1211 Avenue of the Americas, New York, New -York 10036 , is hereby granted for itself, its successors and assigns, subject to the terms and conditions of this Agreement and Ordinance No. the franchise, authority, right and privilege, for a ( ) year period from and after the effective date hereof, to operate, maintain and reconstruct a cable television system within the streets and public ways within the City of 1. 2 Right of Grantor to Issue Franchise. Grantee acknowl- edges and accepts the right of Grantor to issue a franchise and Grantee agrees it shall not now or at any time hereafter challenge this right in any way or in any City, State or Federal court. 1. 3 Effective Date of Franchise. The effective date of the franchise renewal shall be the date of execution of this Agreement by the Grantor, subject to prior execution by the Grantee. 1. 4 Duration. The term of the franchise shall be ( ) years from the effective date hereof at which time it shall expire and be of no force and effect. Renewal shall be in accordance with applicable law. 1.5 Franchise Not Exclusive . This franchise shall not be construed as any limitation upon the right of Grantor, through its proper officers , to grant to other persons or corporations - 3 - rights, privileges or authority similar to or different from the rights, privileges and authority herein set forth, in the same or other streets and public ways or public places by - franchise, permit or otherwise, provided, however, that such additional grants shall not operate to materially modify, revoke or terminate any rights granted to Grantee herein. 1. 6 Franchise Acceptance. The Grantee and its parent company, by executing this Agreement, guarantee performance by Grantee of all of Grantee ' s obligations hereunder imposed by Ordinance No. and this Agreement. 4 - 2 . DEFINITIONS For the purposes of this Agreement, the following words, terms , phrases , and their derivations shall have the meanings given herein. When not inconsistent with the context, words used in the present tense include the future tense, 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. The definitions contained in Ordinance No. are incorporated herein as if fully set forth. 2 .1 "Agreement" or "Franchise Agreement" means this agreement and any amendments or renewals thereof. 2 . 2 ."Grantee" means Viacom Cablevision, or any person or entity who or which suceeds Viacom Cablevision in accordance with the provisions of this franchise. 2 . 3 "Grantor" or "City" means the City of or its delegate acting within the scope of its jurisdiction. 2. 4 "Section" means any section, subsection or provision of this franchise agreement. 2 .5 "System Upgrade Construction" means construction, expansion -or upgrading of the existing cable television system in accordance with the provisions of this Agreement. 2 . G "Upgraded Service" means the level of service provided to subscribers subsequent to the upgrading and/or expansion of the system. 5 - 3 . GENERAL REQUIREMENTS 3. 1 Governing Requirements . Grantee shall comply with the requirements of this Agreement and Ordinance No. 3 . 2 Franchise Fee. The Grantee shall pay to the Grantor an annual franchise fee of five percent (5%) of Gross Annual Revenues. 3 . 3 Recovery of Franchise Costs . (a) As provided for in Ordinance No. Grantee, within sixty (60) days after receipt from Grantor of a written itemization, shall reimburse Grantor for its reasonable costs incurred during the franchise renewal process. (b) As necessary to aid in the analysis of all future disputed matters relative to the franchise, the Grantor in cooperation with the Grantee, shall be entitled to employ the services of technical, financial or legal consultants . All reasonable fees of the consultants incurred by the Grantor in this regard shall be equally borne by the Grantee and the Grantor, regardless of the outcome of any specific dispute under consideration. 3. 4 Payment to Grantor. No acceptance of any payment shall be construed as an accord that the amount paid is in fact the correct amount, nor shall such acceptance of payment be construed as a release. of any claim that Grantor may have for further or additional sums payable under the provisions of this Agreement. All amounts paid shall be subject to audit and recomputation by the Grantor. - 6 - 3. 5 Liability Insurance and Indemnification. Upon the effective date of the franchise, Grantee shall furnish proof that satisfactory liability insurance policies are in force, in the minimum amounts of: ° Worker ' s Compensation -- As required by the State of California. ° Comprehensive General Liability -- ° Comprehensive Automobile Liability -- The liability insurance policies shall be maintained throughout the duration of this franchise, with a copy filed with Grantor. The insurance carriers shall be authorized to do business in California, and subject to Grantor approval . 3. 6 Security Fund. Within thirty (30) days after the effective date of the franchise, Grantee shall deposit into a bank account of Grantor, established by Grantor, and maintain on deposit throughout the term of this franchise, the sum of not less than Dollars ($ ) as security. Of said amount, no less than Dollars must be in cash; the remainder may be in the form of an irrevocable letter of credit, the form of which is subject to the prior approval of the Grantor. 3 . 7 Construction Bond. Within thirty ( 30) days of the effective date of the franchise, Grantee shall furnish proof of the posting of a construction bond , which may be a corporate surety bond, running to the Grantor, in the penal sum of Dollars ($ ) . The construction bond shall _ 7 _ be maintained by the Grantee until completion of system upgrade construction and availability of upgraded service to all residents of the City. 3 . 8 Performance Bond. Within thirty (30) days of the effective date of this Agreement, Grantee shall file with Grantor a performance bond in the amount of Dollars ($ ) in favor of the Grantor. The performance bond shall be maintained by the Grantee for the life of the franchise. 8 - 4 . CONSTRUCTION AND SERVICE REQUIREP4ENTS 4 . 1 General . The Grantee shall meet or exceed all the material construction and service requirements set out in -this Agreement. The Grantee shall meet the service requirements regardless of whether subscriber penetration and/or revenue projections prove to be correct. 4 . 2 Construction Schedule . Grantee shall complete system upgrade construction and offer upgraded service to all residents within ( ) months after the effective date of this Agreement. Grantee shall complete upgrade system construction in accordance with the requirements of Exhibit A. Consistent with sound engineering practice, system upgrade construction shall be essentially concurrent in all areas of City, so that no geographic portion of the City is discriminated against in receiving prompt upgraded service. Upgraded service shall be offered to all residents and institutions within an area no later than ninety (90) days after the cables have been energized therein. 4 . 3 Liquidated Damages . It is understood that it is impractical at this time to reasonably ascertain the total extent of damages which may be incurred as a result of a failure by Grantee to complete system upgrade construction within the time period specified in this Agreement. Such impracticality arises out of the difficulty of establishing a cost for future damages suffered by the public who are denied 'upgraded services or the effect of noncompletion with respect to inconvenience, anxiety, 9 _ frustration, financial loss , effective and efficient regulation of the franchise for the promotion and protection of the public convenience, health, safety and/or welfare, or other factors which are incapable of measurement in precise monetary terms . Therefore, �Grantee offers and agrees to compensate the Grantor in the amount of Dollars ($ ) per day for each calendar day on which Grantee has not completed system upgrade construction in accordance with this Agreement. 4 .4 Delay in Construction. For any schedule in delay in system upgrade construction that may occur, the burden of proof shall be on the Grantee to demonstrate that such delay was beyond its reasonable control or was not reasonably foreseeable. The imposition by Grantor of any damages shall be in accordance with the procedures set forth in Section 10 . 2 hereof. 4 .5 Right of Inspection of Construction. Grantor shall have the right to inspect all construction or installation work performed subject to the provisions of the franchise and to make such tests as it shall find necessary to ensure compliance with the terms of the franchise and other pertinent provisions of law.. 4 . 6 Provision of Residential Service. Grantee shall provide all upgraded cable service to all residents of the City at standard installation charges and monthly rates , in accordance with Exhibit A. New residences in active cable areas shall be offered service within ninety (90) days after occupancy. 10 - 5. SYSTEM DESIGN AND PERFORMANCE REQUIREMENTS 5. 1 Channel Capacity. The upgraded cable television system shall be constructed to delivery signals at frequencies up to hundred ( ) megahertz (MHz) , with specific capacity i as indicated below. Signal Cable Signal Frequency Channel Network Direction Rannqe Capacity Residential (A) Outbound MHz Residential (A) Inbound* MHz Institutional (B) Outbound MHz ** Institutional (B) Inbound MHz ** (Note: *Activated in accordance with Exhibit B. **Activated in accordance with Exhibit C. ) 5 . 2 Satellite Earth Stations . Grantee shall provide (_) satellite earth stations for the system upgrade construction. Grantee shall reasonably provide a sufficient number of earth stations to receive signals from all operational communications satellites that generally carry programs carried by cable systems , throughout the life of the franchise. 5 . 3 Capacity for Interactive Residential Services . Grantee shall provide initially the capability for interactive residential services . Activation of this capability and provision of interactive residential services shall be provided according to the provisions of Exhibit B. All customer equipment necessary for such services, such as addressable interactive converters , home terminals and home detectors, shall be provided to subscribers by Grantee in accordance with established and uniform rate schedules . 5 . 4 Capacity for Institutional Services . Grantee shall provide the capacity for bidirectional video, voice and data communications among designated public institutions in the franchise area. This capacity shall be activated in accordance with the provisions of Exhibit C. 5 . 5 Cablecasting Facilities . Grantee shall provide the following cablecasting facilities or their equivalent for the cable system serving the City, at the estimated capital costs shown: Facilities for Grantee and PEG Access Use Quantity Total Capital Cost Facilities Exclusively for PEG and Access Use 5. 6 Interconnection. Upon Grantor request, Grantee shall negotiate in good faith to interconnect the cable television system with neighboring cable systems in the future . Within six (6) months of a Grantor request, Grantee shall report to Grantor the results of the negotiations . ' 1 12 - 5 . 7 Emergency Alert Capability . Grantee shall provide the system capability to transmit an emergency alert signal to all participating subscribers . Grantee shall also provide an emergency audio override capability to permit Grantor to interrupt and cablecast an audio message on all channels simultaneously in the event of disaster or public emergency. 5 . 8 Standby Power, Grantee shall provide standby power generating capacity at the cable communications system control center and at all hubs capable of providing ( ) hours of emergency power supply. Grantee shall maintain standby power system supplies throughout the distribution networks capable of providing ( ) hours of emergency power supply. 5 . 9 Parental Control Lock. Grantee shall provide subscribers , upon request, at no charge , with a parental control locking device or digital code that permits inhibiting the video and audio portions of the premium channels . 5 . 10 Status Monitoring. Grantee shall provide an automatic status monitoring system as an integral part of both the residential and the institutional cable networks . 5 . 11 Technical Standards . The Federal Communications Commissiori (FCC) Rules and Regulations , Part 76 , Subpart K (Technical Standards) and any amendments thereto, shall apply . However, because of the recent development of interactive and other innovative services , modifications of FCC standards, as presented in the specifications below; are considered as necessary to meet system service objectives . - 13 - Applicable Technical Standards - (1) Forward Signals -- Class I Channels . The upgraded system shall be capable of carrying ( ) Class I Television Channels and the full FM broadcast band. The combined i forward trunk and distribution system shall deliver signals to each subscriber' s TV receiver that will meet or exceed the following specifications at the mean system temperature + 70° F. This shall include the effects of drop cables, interior splits and any terminal equipment such as descramblers and set-top converters . A. Second order beat ratio dB B. Third order beat ratio dB C. Hum % D. Composite beat ratio dB E. Cross modulation ratio dB F. Signal to noise ratio dB G. Network generated echo dB for ns delay H. Envelope Delay ns max. I . Differential Gain —% J. Differential Phase -° (2) Reverse Signals -- The reverse channels shall have the capability of providing return signals from any subscriber tap to the extreme end of any area without noticeable signal degradation or interference. A. The system capability shall include transmission of color video , black and white video, and both low and high speed data , whether analog or digital . B. If necessary to prevent the build-up of noise and distortion products , the area shall be divided into sections, and sub-trunks run to a central hub within the area . Equivalent alternatives such as addressable taps or switches may be utilized . 14 - C. No more than + 54 dBmV output level shall be required out of any customer interface device to meet the system specifications. D. Where applicable, the end of the system specifications shall include the effects of any signal reprocessing equipment necessary to achieve forward transmission . E. For Class I signals, the signal delivered to the subscriber ' s TV receiver, after being transmitted to the headend, processed and retransmitted down a forward channel, shall meet the Technical Standards of the FCC regulations, Part 76 , Subpart K. i 15 - 6 . SERVICES AND PROGRAMMING . 6 . 1 Initial Services and Programming. Grantee shall provide, as a minimum, the initial services and programming in the tier format as shown in Exhibit D. If any listed service shall become unavailable, or cannot be provided for valid reasons, Grantee shall provide substitute programming considered at least as attractive to cable system subscribers . Grantee shall not reduce the number of program services without sixty (60) days prior written notification to Grantor. 6 . 2 Leased Channel Service. Grantee shall -offer leased channel service at nondiscriminatory rates and on reasonable terms and conditions in accordance with applicable law. 16 - 7. SUPPORT FOR LOCAL CABLE USAGE . 7.1 Public Cable Usage Management. Grantor may delegate to an independent non-profit entity, such as a Commission,. Board or nonprofit corporation the authority to manage any resources and other considerations provided by the Grantee and/or others , designed to promote and develop public-benefit usage of the cable system. 7. 2 The Commission, Board or nonprofit corporation may be established jointly with neighboring jurisdictions, at Grantor' s sole option. 7. 3 Grantee Support for Public Cable System Usage. Grantee shall provide the following or equivalent support for public cable usage, as a minimum: (a) Provision of the capital expenditures for equipment and facilities designated in Section 5 . 5 of this Agreement as for PEG use. (b) Reasonable and nondiscriminatory use of Grantee' s local origination facilities , on a defined priority basis, by non-commercial tax-exempt organizations at no charge. (c) Provision of local origination staff of at least C ) full-time persons by the second year of upgraded system operation. (d) Provision of access and community programming support staff of at least ( ) full-time persons by the second year of upgraded system operation. (e) Conducting (—) ,free video training workshops annually to train community and access users in cablecasting techniques and equipment. 17 - (f) Conducting an advertising and promotional campaign to familiarize residents of the City with the cable system' s access facilities . (g) Provision of capital expenditures for replacement equipment, adequate consumable supplies and maintenance parts for equipment and programs related to community and PEG access programming. (h) Dedication of percent (—%) of the cable system' s Residential Network downstream capacity [ ( ) channels] and percent ( %) of the cable system' s Residential Network upstream capacity [ ( ) channels] for PEG use throughout the life of the franchise. Should system capability be expanded in the future, additional channels shall be dedicated for public use to total the percentages indicated above . - 18 - 8 . RATES AND CHARGES _ 8 . 1 Initial Rates . The initial rates and charges for all services shall be in accordance with Exhibit E. 8. 2 Regulation of Basic Service Rates . Grantor shall retain the authority to regulate basic service rates for the period permitted by applicable law. i V ' i i - 19 - 9 . PURCHASING, TRAINING AND EMPLOYMENT REQUIREMENTS 9 . 1 Local Purchasing and Hiring 'Policy. Grantee shall establish a policy of employing City residents within its own operations, and/or utilizing City-based firms for purchases and construction subcontracts, to the maximum extent possible. Grantee shall provide Grantor with a written report of local purchasing and hiring achievements, upon reasonable Grantor request. 9 . 2 Equal Employment Opportunity and Affirmative Action Programs . Throughout the term of the franchise, Grantee shall conduct its business as an Equal Employment Opportunity/ Affirmative Action Employer. In addition, throughout the term of the franchise, the Grantee shall maintain a policy that all employment decisions, practices and procedures are based on merit and ability without discrimination in violation of state of federal law on the basis of an individual ' s race, color, religion, age, sex, national origin, or physical or mental handicap. The Grantee 's policy shall apply to all employment actions including advertising, recruiting, hiring, promotion, transfer, remuneration, selection for training, company benefits , disciplinary action, lay-off and termination. The Grantee shall carry out this policy through continued dedication to a determined and sustained effort to provide equal employment opportunities to all by taking affirmative action to employ and advance in employment qualified women, minorities , persons who are physically or mentally handicapped and veterans . The Grantee shall provide to the City a written Affirmative Action r _ 20 _ Program to carry out this policy no later, than sixty (60) days after the effective date of this franchise. 21 - 10 . REGULATION 10 .1 Franchise Regulation. The franchise granted under this Agreement shall be subject to regulation by Grantor in accordance with the provisions of Ordinance No. and applicabl'e law. Grantor may, at its sole option, enter into joint regulatory agreements with other Grantors in adjacent jurisdictions served by the same cable system. 10 . 2 Remedies for Franchise Violations . (a) In addition to the remedies for delays in construction as specified in Ordinance No . and Section 4 . 3 of this Agreement, Grantor reserves the right to impose the following remedies in lieu of liquidated damages in the event Grantee violates any other material provision of the franchise , provided that Grantee has not commenced corrective action within thirty (30) days written notice by certified mail to the general manager of the Grantee . (1) Assess damages, not to exceed Dollars ($ ) per day or per incident, for Grantee ' s individual willful and/or repeated violation of the franchise or failure to take corrective action with respect to a violation of any provision of the franchise . (2) Require Grantee to make rate rebates or payments to the customers or classes of customers in such amount and on such basis as Grantor may deem reasonable . 22 - (3) Require Grantee to correct or otherwise remedy the violation prior to any rate increase becoming effective. (b) In the event the stated violation is not reasonably curable within sixty (60) days, the franchise will not be terminated or revoked or damages assessed pursuant to Section 4 . 3 of this Agreement if the Grantee provides, within the said sixty (60) days, a plan, satisfactory to the Grantor, to remedy the violation and continues to demonstrate good faith in seeking to correct said violation. (c) In determining which remedy or remedies for Grantee ' s violation are appropriate, Grantor shall take into consideration the nature of the violation, the person or persons bearing the impact of the violation, the nature of the remedy required in order to prevent further such violations and such other matters as the Grantor may deem appropriate; provided , however, that adequate remedies must be imposed if service is in any way materially lessened, or if any material provision of this Agreement is not complied with. (d) Within ten (10) days after receipt of • written notice of a violation from Grantor , Grantee may request • hearing before a Grantor-designated hearing officer in a full public proceeding affording due process . Such hearing shall be held within thirty (30) days of the receipt of the request therefore . - 23 - 11 . SEPARABILITY 11. 1 If any material section of Ordinance No. and this Agreement, as determined by the Grantor, is held to be invalid /or preempted by federal or state regulations or laws, the Grantor shall negotiate with Grantee appropriate modifications to this Agreement to provide reasonable relief from such invalidity or preemption. If the parties are unable to reach agreement on such modifications; and if in Grantor ' s opinion Grantor may be bound legally with respect to arbitration of the specific dispute, then the dispute will be submitted to an arbitrator, in accordance with California law, who will deter- mine what modifications are appropriate and the arbitrator 's decision shall be binding on the .parties . 1 - 24 - 12 . FORCE MAJEURE; GRANTEE ' S INABILITY TO PERFORM 12 . 1 In the event Grantee ' s performance of any of the terms, conditions , obligations or requirements of this fran- chise or Ordinance No. is prevented or impaired due to any cause beyond its reasonable control or not reasonably foreseeable, such inability to perform shall be deemed to be excused and no penalties or sanctions shall be imposed as a result thereof, provided Grantee has notified Grantor' in writing within thirty ( 30) days of its discovery of the occurrence of such an event. Such causes beyond Grantee 's reasonable control or not reasonably foreseeable shall include, but shall not be limited to, acts of God, civil emergencies and labor unrest or strikes . 25 - 13. HOLD HARMLESS 13. 1 The Grantee on behalf of itself, its successors and assigns, shall defend , indemnify and hold harmless the Grantor, its officers, boards, commissions , agents and employees, and each i of them, against and from any and all claims, demands , actions, suits, liabilities and judgments of every kind and nature and regardless of the merits of the same, arising out of or related to the exercise or enjoyment of the franchise granted pursuant to this Agreement and to Ordinance No. including costs of investigations , attorneys ' fees and court costs in the defense of any actions , to the extent that such claims or demands are alleged to be the result of any error, omission, intentional act or negligent act of Grantee or any persons employed by Grantee, even if that Grantee employee is in error or by misinformation alleged to be a Grantor employee . ' - 26 - IN WITNESS WHEREOF, Grantor and Grantee have executed this Agreement the date and year first above written. APPROVED AS TO FORM: CITY OF A Municipal Corporation By City Attorney Mayor Date : ATTEST: City Clerk (SEAL) Corporate Seal By President Date I Corporate Seal By President Date EXHIBIT, A CONSTRUCTION AND SERVICE SCHEDULE EXHIBIT A This exhibit shall indicate: 1 . Date system upgrade construction will begin. 2 . Date upgraded service will be available to first subscriber. 3 . Date upgraded service will be available to all residents . 4 . Grantee ' s line extension policy and a map indicating the areas affected by this policy. 5 . Grantee ' s standard length for a service drop as well as any charges for non-standard drops . This information shall be accompanied by a map in sufficient detail to confirm individual construction areas and service schedules . EXHIBIT B PLAN FOR PROVISION OF INTERACTIVE RESIDENTIAL SERVICES EXHIBIT B This Exhibit shall indicate the services, conditions, terms and schedule for introducting interactive residential services . r EXHIBIT C PLAN FOR PROVISION OF INSTITUTIONAL SERVICES EXHIBIT C This Exhibit shall indicate the services, conditions, terms and schedule for introducing bidirectional institutional services, and the public institutions to be connected. EXHIBIT D PROGRAMMING, SERVICES AND TIER STRUCTURE EXHIBIT D This Exhibit is to be completed by the Grantee and shall indicate Grantee 's proposed progtiamming, services, channel line-up and tier structure. EXHIBIT E INITIAL RATES AND CHARGES EXHIBIT E This Exhibit shall contain all initial rates and charges, and shall identify the basic service rates currently subject to local regulation. EXHIBIT F FREE PUBLIC BUILDING INSTALLATIONS EXHIBIT F This Exhibit shall indicate: 1. The government and public buildings that will receive free basic cable service. 2 . Grantee ' s policy on providing more than one (1) drop per each building.- 3 . Grantee 's policy on internal wiring of buildings . r EXHIBIT G SCHEDULE OF GRANTEE COMMITMENTS •' EXHIBIT G • This schedule shall contain the time frame and deadline for all Grantee payments and commitments., - i Agreement Section Commitment Date Provided By