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HomeMy Public PortalAbout1980_10_14SPEC MINUTES OF SPECIAL MEETING OF LEESBURG TOWN COUNCIL, OCTOBER T4, 1980 . A special meeting of the Leesburg Town Council was held on 319 October 14 , 1980 at 7 : 30 p.m. in the Council Chambers, 10 West Loudoun Street, Leesburg, Virginia, pursuant to Notice of same having been delivered to all councilmembers and local media prior thereto . The meeting was called to order by the Mayor, with Mr. Tolbert giving the invocation, followed with the Salute to the Flag led by Mr. Herrell . Present were: Mayor Kenneth B . Rollins, Councilmembers Charles A. Bos , Stanley D. Herrell, Jr. , G. Dewey Hill, Jr . , Marylou Hill , John W. Tolbert, Jr. and . . Howard M. Willis, Jr. ; also Town Manager John Niccolls, Assistant Manager Jeffrey H . Minor, Director of Finance Donald O. Taylor, Chief of Police James M. Kidwell and Town Attorney George M. Martin . 80-0-15 - ORDINANCE - GRANTING TO CATOCTIN CABLE COMMUNICATIONS , INC. , SUCCESSORS AND ASSIGNS, THE FRANCHISE, RIGHT AND PRIVILEGE, UPON CERTAIN CONDITIONS , TO USE THE STREETS , ALLEYS AND OTHER PUBLIC PLACES OF THE TOWN OF LEESBURG, VIRGINIA, WITHIN ITS CORPORATE LIMITS , AS THE SAME NOW EXIST OR MAY BE HEREAFTER EXTENDED OR ALTERED, FOR THE PURPOSE OF PROVIDING A CABLE TELEVISION SERVICE AND SYSTEM WITHIN SAID CD CORPORATE LIMITS. CD motion of Mr. Bos , seconded by Mr. Willis, the following ordinance was proposed: Q ORDAINED by the Council of the Town of Leesburg, Virginia, Q as follows : SECTION I . The right is hereby granted to Catoctin Cable Communications , Inc. , hereinafter referred to as "Grantee" , its successors and assigns, for the term and subject to the terms , provisions, conditions and limitations herein- after stated, to use the streets , alleys and other public places of the Town of Leesburg, Virginia, hereinafter re- ferred to as "Town" , and to acquire, erect, maintain and use, and if now erected or installed, to maintain and use posts, poles, wires, manholes, ducts , cables, conduits, electrical conductors, fixtures, appliances, appurte- nances and all other necessary apparatus in, under, over and along the streets, alleys and public places of the Town for the purpose of providing a cable television ser- vice and system within the corporate limits of the Town as the same now exist or may be hereafter extended or altered. SECTION II . The Grantee shall have the right to use, maintain and operate, subject to the provisions, terms, conditions and limitations prescribed in this franchise and subject to all the terms and provisions of the Cable Television Rules and Regulations, Chapter 5 . 1 of the Town Code, and subject to the lawful exercise of the police power of the Town, the posts, poles, wires, manholes, ducts , cables, conduits, electrical conductors, fixtures, appliances, appurtenances and all other necessary appara- tus erected, maintained and used in, under, over and along the streets , alleys and other public places of the Town on the qday this franchise becomes in force and ef- fect for the purpose of so providing a cable television ' service and system. SECTION III . The Grantee shall have the right to erect, maintain and use such posts , poles, wires, manholes, ducts, cables, conduits, electrical conductors , over and along the streets, alleys and other public places of the Town at such locations as are reasonably suitable and convenient for the purpose of the Grantee and the Town subject to the terms , provisions, conditions and limitations hereinafter stated and the lawful exercise of the police power of the Town . MINUTES OF OCTOBER 14 , 1980 SPECIAL MEETING. SECTION IV. The Town reserves and shall have the right to 320 require the Grantee to obtain the specific permission of the Town to locate, construct or erect any micro-wave tower, radio relay installation, television relay instal- lation and all other apparatus and appliances_ appurtenant thereto in, on, under, over, above and along the streets, alleys and other public places of the Town and the Town further reserves and shall have the right to attach rea- sonable conditions to the granting of any such specific permission. The Town reserves and shall have the right to require the Grantee to obtain the specific permission of the Town to locate, construct or erect any of its prop- erty, including but not limited to posts , poles, wires , manholes, ducts , cables, conduits, electrical conductors, fixtures, appliances and appurtenances that exceed in height or size that which are now in common use throughout the town in, on, under, over, above and along the streets, alleys and other public places of the Town and the Town further reserves and shall have the right to attach rea- sonable conditions to the granting of any such specific permission. SECTION V. Nothing contained in this franchise shall be construed to exempt the Grantee from any tax, levy or as- sessment which is now or which may be hereafter authorized by law. SECTION VI . The Grantee will maintain its property, in- cluding but not limited to posts , poles, wires, manholes, ducts, cables, conduits, electrical conductors, fixtures, appliances and appurtenances, in good order and operating condition throughout the term of this franchise, and the Grantee by accepting this franchise agrees that the Town or its successors has jurisdiction, to the full extent and in the manner now or hereafter provided by law, dur- ing the term of this franchise to require the Grantee to render efficient cable television service at reasonable rates , and that the Circuit Court of the County or its successor has jurisdiction to enforce compliance with all of the terms, provisions, conditions and limitations of this franchise to the full extent and in the manner now or hereafter provided by law during the term of this fran- chise. SECTION VII . The Grantee agrees and binds itself to indem- nify, keep and hold the Town and its officers, employees and agents free and harmless from liability on account of injury or damage to persons, firms or corporations or prop- erty growing out of the erection, installation, mainte- nance, repair, operation and use of any of the Grantee ' s property, including but not limited to posts, poles, wires, manholes, ducts, cables, conduits, electrical conductors, fixtures, appliances and appurtenances on the streets, al- leys and other public places of the Town, and to maintain throughout the term of its franchise, liability insurance in companies acceptable to the town sufficient to cover such indemnification, all in accordance with the provisions of Sec. 5 .1-47 of the Town Code. SECTION VIII . The rights granted to the Grantee by this franchise may be exercised by any successor or successors, assignee or assignees of the Grantee with the consent of the Town Council but such successor or successors, assignee or assignees shall be subject to and bound by all of the provisions, terms, conditions and limitations prescribed in this franchise . SECTION IX. The rights and privileges granted by this franchise shall continue for a term of fifteen (15) years from the first day of November 1980 unless sooner volun- tarily surrendered by the Grantee, with the consent of the Town Council , or forfeited, or extended as provided by law. Upon the expiration of the term of this franchise or sur- render or forfeiture of the rights and privileges granted by this franchise, the Grantee, if required by the Town MINUTES OF OCTOBER 14 , 1980 SPECIAL MEETING. Council, ahall move all of its property, including but 321 not limited to posts , poles , wires, manholes, ducts , cables, conduits, electrical conductors, fixtures, appliances and appurtenances from the streets, alleys and other public places of the Town, and shall repair, restore or replace any street, alley or other public place and any sewer or water, electric, fire alarm, civil defense system, police communication or traffic control facility or tree, or any part thereof, which may be damaged, disturbed or destroyed by or as a direct or indirect result of the removal of such property. SECTION X. This franchise and the rights and privileges granted thereby are not exclusive and nothing in this ordi- nance shall be construed to prevent a grant by the Town of a similar franchise and rights and privileges to other persons or corporations . SECTION XI . This ordinance shall become effective when the Grantee (a) accepts this franchise and agrees to exer- cise the rights and privileges granted by this franchise and upon and subject to the terms, provisions, conditions CD and limitations set forth in this franchise, which accept- CO ance and agreement shall be in writing and (b) at the same N time files with the Town the performance bond and security deposit required by Sec . 5. 1-47 and Sec. 5. 1-48 of the Town w Code. Such written acceptance and bond shall be filed as Q provided in this section before the first day of November, Q 1980 . Mr. Niccolls read into the record a letter received today from Mr. Charles A. Ottinger, Vice-President of Catoctin Cable Communica- tions , Inc. transmitting to Council the original and three copies of the franchise agreement which has been executed by the proper officers of said corporation. This agreement constitutes their offer to the Town of Leesburg. In addition, there is a certificate of corporate authority from Frederick Lee Ruck, Assistant Secretary, certifying that, at a meeting of the shareholders yesterday, they authorized this agreement between the Town and Catoctin and author- ized the Vice-President to execute the agreement on behalf of the corporation. Mr. Niccolls said he has four (4) executed copies of the agreement, which is precisely in the form delivered last Friday, with the exception of changes in Pages 8 and 9 made by Mayor Rollins . Mr. Martin has approved the form of the agreement and it is in satisfactory form for action tonight. Mr. Hill asked what these changes are? Mayor Rollins said there were no real sub- stantive changes -just a question of sequence. The first term of all Advisory Commission members shall end in 1983 - thereafter, they shall serve for a term of four years . Also, as to how a vacancy shall be filled, which would be in the same manner as the original appointments were made - two by the franchisee and three by the Council. The third change deals with their salary - they shall be paid a salary to be fixed and appropriated by the Council- this leaves it open to the Council to decide what they shall be paid. The two appointees by the franchisee shall be made with the advice and consent of the Council - the other three will be ap- pointed by the Mayor with the advice and consent of the Council . The Council would, therefore, have the "veto" over all the ap- pointees. Mr. Hill asked Mr. Ottinger and Mr. Ruck if they have any problem with these changes? Mr. Ottinger said this is a part of what they approved last night. The ordinance was unanimously adopted : Aye : Councilmembers Bos, Herrell, D. Hill, M. Hill, Tolbert , Willis and Mayor Rollins. Nay: None. 80-108 - RESOLUTION - APPROVING A FRANCHISE AGREEMENT WITH CATOCTIN CABLE COMMUNICATIONS , INC. AND AUTHORIZING EXECUTION OF THE AGREEMENT BY THE MAYOR. On motion of Mrs. Hill, seconded by Mr. Willis , the following resolution was proposed: MINUTES OF OCTOBER 14 , 1980 SPECIAL MEETING. 322 WHEREAS, Ordinance No. 80-0-15 grants to Catoctin Cable Communications, Inc. the franchise to use the streets, alleys and other public places of the Town of Leesburg for the purpose of providing a cable television service and system; and WHEREAS, Section XI requires written acceptance and agree- ment of the franchise : NOW, THEREFORE, RESOLVED by the Council of the Town of Lees- burg, in Virginia, as follows : SECTION I . That particular franchise agreement as sub- mitted October 14 , 1980 by Charles Ottinger, Vice Presi- dent, Catoctin Cable Communications , Inc. , is approved subject to execution as provided below. SECTION II . The Mayor shall execute the above-mentioned agreement on behalf of the Town upon fulfillment of all terms and conditions of Section XI of Ordinance 80-0-15 and all other applicable requirements of Chapter 5 . 1 of the Town Code. Mrs . Hill called attention to the phrase "advice and consent" .- Section 11 of the agreement says only "consent. " Mayor Rollins felt that the word "consent" is all that is needed. Mayor Rollins also felt that this is a good agreement and hopes that the press will give it appropriate publicity. There are some things in this agreement that the public is not aware of - it is in the best interest of the public, the media, the town and of all parties concerned. Mr. Niccolls seconded the Mayor ' s remarks - this agreement represents an excellent agreement in his view and of the town ' s special counsel . In every request we made of the fran- chisee, they gave what was asked. Where the councilmembers them- selves had some important suggestions or improvements in the pro- posal, the franchisee came back and said they would accept these. This represents the kind of relationship that he expects will be prevailing between the town and this franchisee. He appreciates the special assistance of Mr. Ruck and Mr. Ottinger. Mayor Rollins said that, in his correspondence from Mr. Rust, he was not so much concerned about when this system would begin to be installed, but when it would ever be finished. This was a lack of understanding of what the ordinance says. This ordinance re- quires that this system be installed within nine months and there is a bond - if it is not done by the franchisee, it will be up to the bonding company to install it. He thinks the Cable Television Advisory Commission is good - they must be residents and subscribers to the system. He hopes the powers this agreement gives them will be such that they will be very beneficial to the town as the Air- port Commission has . Mr. Tolbert was concerned as to whether or not we can find three people that have knowledge of cable TV. Mayor Rollins was not sure that they would have the knowledge, but would determine whether or not they are getting the service they are paying for. Mr. Hill pointed out that the newly annexed areas of the Town, in the original agreement, stipulated that unless there were 35 subscribers per mile they would not be provided service. When you annex an area, you have to show some benefit to those residents . Mayor Rollins asked Mr. Ottinger to let him know who the franchisee ' s members are by the 15th of January, so that they may make the Council appointments . He also asked each member of Council to let him know who they would like by that time too. They are also leaving it open .for the Finance Committee to pre- sent an ordinance concerning payment to the Commission members. An appropriation will have to be made through June 30, 1981 and on an annual basis thereafter. The salary would start from Feb- ruary 1. The resolution was unanimously adopted: Aye : Councilmembers Bos, Herrell, D. Hill, M. Hill, Tolbert, Willis and Mayor Rollins. Nay : None. MINUTES OF OCTOBER 14, 1980 SPECIAL MEETING . 323 FRANCHISE AGREEMENT FOR CABLE TELEVISION SERVICE AND SYSTEM: This agreement made and entered into on this 14th day of October, 1980, by and between the Town of Leesburg, Virginia (hereinafter referred to as "Town") and Catoctin Cable Communi- cations, Inc. (hereinafter referred to as "Franchisee") ; WHEREAS, the Council of the Town of Leesburg (hereinafter referred to as "Town Council ") has adopted Ordinance No . 80-0-6, adding a new Chapter 5 . 1 to the Town Code for the purpose of establishing regulations and procedures governing cable tele- vision systems and the granting of cable television franchises within the Town; and WHEREAS, the Town Council heretofore, after full public proceedings affording due process, has approved the legal , character, financial, technical and other qualifications of the Franchisee and the adequacy and feasibility of the Fran- chisee ' s construction arrangements, consistent with Chapter 5 . 1 of the Town Code, and has determined that the public in- terest of the Town and its residents would be served by the award of a cable television franchise to Catoctin Cable Com- CD munications, Inc . CO NOW, THEREFORE, the parties hereto agree in consideration W of the premises, mutual covenants and other good and valuable consideration as follows : Q Q SECTION 1 . Franchisee hereby accepts a non-exclusive franchise, subject to the terms, provisions, conditions and limitations hereinafter stated, granting the right to use the streets , alleys and other public places of the Town and to acquire, erect, maintain and use, and if now erected or in- stalled, to maintain and use posts, poles, wires, manholes, ducts, cables, conduits, electrical conductors, fixtures, appliances, appurtenances and all other necessary apparatus in, under, over and along the streets, alleys and public places of the Town for the purpose of providing a cable tele- vision service and system within the corporate limits of the Town as the same exist or may be hereafter extended or altered. Franchisee shall conduct its cable television business within the Town under a name including the word "Leesburg" , which name shall be prominently displayed on all vehicles, advertise- ments and promotional materials used by Franchisee within the Town . SECTION 2 . The rights and privileges granted by this fran- chise shall continue for a term of fifteen (15) years from the 1st day of November 1980, unless sooner voluntarily surrendered by the Franchisee, with the consent of the Town Council, or forfeited, or extended as provided by law. Upon the expiration of the term of this franchise or surrender or forfeiture of the rights and privileges granted by this franchise, the Franchisee, if required by the Town Council , shall remove all of its prop- erty, including but not limited to posts, poles, wires, manholes, ducts, cables, conduits, electrical conductors, fixtures, ap- pliances and appurtenances from the streets , alleys and other public places of the Town and shall repair, restore or replace any street, alley or other public place and any sewer or water, electric, fire alarm, civil defense system, police communica- tion or traffic control facility or tree, or any part thereof, which may be damaged, disturbed or destroyed by or as a direct or indirect result of the removal of such property . Notwith- standing the foregoing, the Town will not require such removal if such property is purchased by the Town or by another Fran- chisee authorized by law to operate within the Town within one hundred eighty (180) days of said expiration, surrender or forfeiture. SECTION 3 . Franchisee has carefully read and understands the terms and conditions of this Agreement; of Chapter 5 . 1 of the Town Code and of Ordinance Nos . 80-0-15 and 80-0-8 , all of MINUTES OF OCTOBER 14 , 1980 SPECIAL MEETING. 324which are incorporated herein by reference, and Franchisee agrees to abide by same. Where this Agreement imposes obli- gations or duties upon Franchisee greater than or in addition to those contained in Chapter 5. 1 of the Town Code, this Agree- ment shall govern as between the parties hereto. The defini- tions found in Sec . 5 . 1-3 of the Town Code shall apply to this Agreement. Where contract rights under this Agreement are governed by Chapter 5. 1 of the Town Code, all references to the Town Code are to be construed as they existed on the ef- fective date of this Agreement. SECTION 4 . In entering into this Agreement, the Town Coun- cil has considered and relied upon the franchise application submitted by Franchisee on June 11, 1980 in response to the Invitation to Bid issued by the Town on April 8, 1980, as well as all associated correspondence and supplemental materials (hereinafter referred to collectively as "Application") . Said Application is incorporated herein by reference and is binding upon Franchisee. Where this agreement imposes obli- gations or duties upon Franchisee greater than or inaddition to those contained in the Application, this Agreement shall govern as between the parties hereto. SECTION 5. Franchisee will complete construction of the entire cable television system, and be capable of offering and providing cable television service to every household within the Town, within nine (9) months from the execution of this Agreement. The cable television system will be constructed with the capacity to distribute forty (40) standard television channels downstream, with no more than five ( 5) amplifiers in cascade, adequately spaced to allow for conversion to fifty-two ( 52) channel, 400 MHz technology in the future without altering the amplifier spacing. The cable television system shall have the activated capacity for upstream, broadband (video) return communications on four (4) standard television channels (25 MHz) from the date of the first subscriber connection . Franchisee shall employ a separate return signal system and cable for each two thousand (2000) subscribers. The system shall be constructed in conformity with the practices and specifications set forth in Franchisee ' s Application, including the radial hub distribution system design set forth therein. Franchisee shall meet or exceed all FCC cable television tech- nical standards in effect upon the date hereof, as well as Grantee ' s technical performance standards as set forth in Exhibit A. SECTION 6. Franchisee will extend and make cable tele- vision service available to any area annexed by the Town within two years of such annexation. All services in such annexed areas shall be provided at the same installation and monthly rates as established within the Town. SECTION 7 . Franchisee' s maximum rates shall be as set forth in Exhibit B. Franchisee agrees not to raise any rate set forth therein for a period of two (2) years dating from the first subscriber connection. Thereafter, to the extent authorized pursuant to Sec . 5. 1-43 (b) of the Town Code, any proposed changes in established rates must be submitted in writing to the Town Council at least sixty (60) days prior to the requested effective date thereof . The proposed rate increase shall take effect as requested unless, prior to the scheduled effective date, the Town Council should schedule and publicize notice of a public hearing on the matter, which shall automatically suspend the proposed rate increase . At any such public hearing, all interested par- ties shall have a reasonable opportunity to be heard. Evidence shall be taken and received on all of the ele- ments necessary to be considered in determining the reason- ableness of the proposed rates, including the return experi- enced by the grantee on its investment. Thereafter, the Town Council shall decide the matter by a majority vote and render a decision approving, disapproving or modifying the proposed rate changes . If the Town Council take3action to suspend the proposed changes in rates and the Town Council does not MINUTES OF OCTOBER 14 , 1980 SPECIAL MEETING. 325 take final action within one hundred twenty (120) days of the original submission, the rate changes shall take effect as proposed. Should the Town Council establish rates different from those proposed by the Franchisee, said different rates shall, from the first day of the month following the date of the Town Council ' s action, be the maximum rates which may be charged until such rates are changed according to the pro- cedures established herein or as may be authorized by law. SECTION 8 . In consideration of the rights and privileges granted pursuant to this Agreement, Franchisee shall pay a fran- chise fee on its gross annual receipts, including in-kind pay- ments, to the Town in accordance with Section 5. 1-45 of the Town Code. If permitted by the FCC, Franchisee shall pay a fran- chise fee to the Town equal to five percent (5%) of Franchisee ' s gross annual receipts, including in-kind payments, from all sources attributable to the operations of the cable television system within the Town, including but not limited to pay cable, advertising, leased access and any lump sum connection fees. Franchisee shall also pay such surcharges as may be required CO pursuant to Sec . 5. 1-60 of the Town Code. COFranchisee agrees to expend its best efforts to cooperate with and assist the Town in obtaining a waiver of applicable FCC rules to justify payment of said annual 5% franchise fee. Q Franchisee shall reimburse the Town for all expenses incurred Q in preparing any such waiver petition. SECTION 9 . Franchisee agrees to offer the cable television services set forth in Exhibit C upon initial activation of its cable television system. Franchisee shall install sufficient satellite receive earth stations for the immediate receipt of all such programming . It is expressly understood and agreed that future circumstances may render certain of the cable ' television services set forth in Exhibit C, other than access services, infeasible for delivery by Franchisee or that Fran- chisee may determine that alternate services might be more attractive to consumers within the Town. Accordingly, Fran- chisee retains the discretion to alter such service offerings, provided, however, Franchisee shall select and provide services so as to retain at least comparable quality, diversity and number of activated channels of service. SECTION 10 . Franchisee agrees to provide a minimum of four (4) specially designated, activated channels for access purposes . At least one such channel shall be designated for Public Access, one channel for Educational Access, one channel for Government Access and one channel for Leased Access uses. These channels will be made available on a first come, non- discriminatory basis. On at least one specially designated Leased Access channel , priority shall be given to part-time users . In addition, other portions of Franchisee ' s nonbroad- cast bandwidth, including unused portions of the specially designated access channels, shall be available for leased uses. SECTION 11 . A Leesburg Cable Television Advisory Commis- sion of five members, who shall be residents of the Town, shall be established by the Town within three months of the date of this Agreement. The first five members ' terms shall end on June 30 , 1983 . Thereafter, members shall serve for terms of four years . The office of any member shall be vacated if he becomes a non-resident. A vacancy shall be filled for the unexpired term as provided herein for original appointments . Franchisee shall appoint two members by and with the consent of the Town Council. The Mayor of the Town shall appoint three members by and with the consent of the Town Council. The Com- mission shall elect its chairman annually and the Town Manager, or his designate, shall serve as secretary. The Commission 326 MINUTES OF OCTOBER 14, 1980 SPECIAL MEETING. shall meet monthly or as determined by the Commission . No member of the Commission shall have any interest in Fran- chisee; be an officer, director or employee of Franchisee or its contractors ; or be an elected official or employee of the Town. Members of the Commission shall be subscribers of the system when service is available. Members shall be paid a salary which is to be fixed and appropriated by the Town Council . Members shall be reimbursed for actual expenses incurred in the exercise of their functions subject to the availability of funds appropriated for the purpose and as approved in advance by the Town Manager. The Commission shall have the following powers and duties : (a) To adopt rules governing conduct of its business and meetings . (b) To maintain a continuous oversight and review of cable system operations and advise Town on Franchisee ' s com- pliance with the terms of this contract. (c) To encourage the use of access channels among the widest range of institutions, groups and individuals and to monitor Franchisee ' s access policies and prac- tices, including charges for these services to insure compliance with Chapter 5. 1-42 of the Town Code. (d) To make recommendations of general policy to the Fran- chisee relating to the service provided subscribers in the operation and use of access channels with a view of maximizing the diversity of programs and services to subscribers. (e) To review Franchisee ' s proposals for rate revisions and make timely findings of fact and recommendations regarding rates to the Town. ( f) To make suggestions to the Franchisee for appropriate local origination and public access programming, and to resolve disputes regarding non-commercial use of time on access channels. (g) To assist public access and other channel users: with grants and other resources made available to the Commission. (h) To identify and pursue sources of funds for local programming. (i) To review and make recommendations to the Town oh pro- posed annual budgets for Town expenditures related to cable television. (j ) To review, investigate and make findings of fact re- lating to compliance and disputes arising from sub- scribers and other users of the system. (k) To require that Franchisee prepare and make available to the public its current policies and charges for commercial and non-commercial use of studio and mobile television production facilities and access to channel time on the cable television system. SECTION 12 . The Franchisee shall within nine (9) months from the execution of this agreement construct a permanent full color television production studio located within the Town as part of the system described in Section 5 hereof. The studio will con- tain adequate facilities and equipment for the local production and presentation of cablecast programs other than automated ser- vices. The studio will be available, without charge, for all public, educational and governmental access and local origination programming, other than leased access , along with the services of technical and production staff to be provided by the Franchisee. MINUTES OF OCTOBER 14, 1980 SPECIAL MEETING. 327 The Franchisee shall not enter into any contract, arrangement, or lease for use of its cablecast equipment which prevents or inhibits the use of such studio or facilities for a substantial portion of time for access purposes. Franchisee shall also provide a fully equipped mobile color production studio which shall be available, upon request, for access and origination cablecasting purposes within the Town for a minimum of five (5) hours per week between the hours of 9 am and 11 pm unless waived by the Town Council . SECTION 13 . Franchisee will construct a separate Institu- tional Communications Network with a capacity to distribute tweny-one (21) video channels downstream and sixteen (16) video channels upstream. Upon completion of initial system construc- tion, as defined in Section 5 hereof, the Institutional Network will be capable of interconnecting every government, public health, public safety and educational facility within the Town, upon demand by such institution. The Institutional Network shall be capable of delivering programming or information be- tween institutions, as well as to the system headend and then distributed to all subscribers . The Institutional Network ca- pacity shall also be available on a leased basis to private CD individuals, businesses or other entities . COSECTION 14 . After initial construction and at the time of W the first subscriber connection, Franchisee shall cablecast a minimum of one hour of non-automated, locally produced program- Q ming within each 24-hour period. Upon obtaining a minimum of Q 1 , 500 subscribers, Franchisee shall cablecast a minimum of three hours of non-automated, locally produced programming within each 24-hour period. Upon obtaining a minimum of 3, 000 subscribers, Franchisee shall cablecast a minimum of four hours of non- automated, locally produced programming during each 24-hour period. Franchisee may contract with a third party for the produc- tion of local programming to meet the commitments set forth in this section; provided, however, Franchisee shall retain ulti- mate responsibility for compliance therewith. No such agree- ment shall interfere with the availability of Franchisee ' s studio facilities, production equipment or channel capacity for access purposes . SECTION 15 . At its expense, the Franchisee shall furnish, upon request, one basic subscriber connection for each public school , county and municipal building within the Franchise territory. Franchisee shall furnish, at its expense, at the Town municipal building an alphanumeric character generator keyboard capable of direct input of messages for the municipal bulletin board service. SECTION 16 . There shall be no assignment, transfer, sale or other change in ownership of Franchisee except as provided in Article III of Chapter 5. 1 of the Town Code. SECTION 17 . Franchisee shall hold the Town, its officials and employees, harmless amd reimburse the same for all costs , damages or penalties associated with any litigation relating to any item mentioned in Sec. 5 . 1-47 (a) of the Town Code or otherwise arising from the award of a franchise to Franchisee. SECTION 18. This Agreement, together with all items in- corporated herein by reference, constitutes the entire under- standing between the parties and supersedes any prior un- written agreements . This Agreement shall be construed in ac- cordance with and governed by the internal laws, and not the laws of conflict, of the Commonwealth of Virginia. SECTION 19 . It is expressly understood that each and every obligation and duty voluntarily agreed to by Franchisee herein is material to this Agreement and was relied upon by 3 o MINUTES OF OCTOBER 14 , 1980 SPECIAL MEETING. u the Town in this award of a franchise to Franchisee. Should any section of this Agreement, or any portion thereof, be held invalid, unconstitutional, preempted or otherwise unenforce- able by any court of competent jurisdiction, legislation or administrative agency, any such partial invalidity of this Agreement shall not affect the remaining portions hereof. SECTION 20 . This Franchise Agreement shall become effec- tive upon execution by both parties . Within thirty (30) days after presentation of a statement therefor, Franchisee shall reimburse the Town for all unrecovered costs and expenses as- sociated with the evaluation of Franchisee ' s Application, award of the franchise and negotiation of this Agreement. FRANCHISEE: Catoctin Cable Communications, Inc . By: Vice President ATTEST: Date: FRANCHISOR: Town of Leesburg, Virginia By : Mayor ATTEST: Date Clerk of Council On motion of Mr. Herrell, seconded by Mr. Willis , it was unanimously moved to adjourn at 8 : 00 P.M. I/ i 2�n�✓ mayor Clerk of Co ncil