HomeMy Public PortalAboutResolution 97-3612 Charter Communication Non-Exclusive Franchise1
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RESOLUTION NO. 97 -3612
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMPLE CITY AWARDING TO CHARTER
COMMUNICATIONS ENTERTAINMENT II, L.P., DOING
BUSINESS AS CHARTER COMMUNICATIONS, A TEN (10)
YEAR NON - EXCLUSIVE FRANCHISE WITH A
CONDITIONAL TWO (2) YEAR EXTENSION TO
CONSTRUCT, OWN, OPERATE AND MAINTAIN A CABLE
TELEVISION SYSTEM WITHIN THE CITY OF TEMPLE
CITY, CALIFORNIA; SETTING FORTH CONDITIONS
ACCOMPANYING THE GRANTING OF SAID FRANCHISE;
PROVIDING FOR CITY REGULATION AND USE OF THE
CABLE TELEVISION SYSTEM; PRESCRIBING PENALTIES
FOR VIOLATION OF THE RESOLUTION
This agreement (the
into as of this 17th day
Temple City ( "Grantor "),
II, L.P., doing business
"Franchise Agreement ") is made and entered
of June, 1997, by and between the City of
and Charter Communications Entertainment
as Charter Communications ( "Grantee ").
WHEREAS, the City is authorized to grant, renew and deny
franchises for the installation, operation and maintenance of cable
television systems and other communications services within the
City's boundaries by virtue of federal and state statutes, by the
City's police powers, by its authority over its public rights of
way and by other city powers and authority; and
WHEREAS, the Grantee is currently maintaining and operating a
cable system in the City pursuant to City Ordinance No. 80 -492 and
adopted March 18, 1980 as amended by Ordinance No. 96 -793; and
WHEREAS, it is the intention of the City Council by this
Resolution to reaffirm and update the terms and provisions of this
Franchise Agreement with various State and Federal laws; and
WHEREAS, the Grantee has proposed a renewal of its non-
exclusive franchise, offering to upgrade system facilities and to
provide improved services to the City, its residents and
subscribers; and
WHEREAS, the City has undertaken an extensive review of cable
television service in the City, including but not limited to a
review of the Grantee, its record of service, its facilities, the
present and future cable- related needs of the community, and the
Grantee's ability to carry out its commitments, and its overall
financial, legal and technical qualifications to hold a City
franchise; and
WHEREAS, the City hereby finds that it would serve the public
interest to renew the franchise subject to the terms and conditions
set forth herein and in the Municipal Code.
Resolution No. 97 -3612
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF TEMPLE CITY AS FOLLOWS:
CONTENTS
SECTION 1. Renewal of Franchise 2
SECTION 2. General Requirements 5
SECTION 3. Service Area 16
SECTION 4. System Rebuild 17
SECTION 5. Services and Programming 22
SECTION 6. Support for Local Cable Access 23
SECTION 7. Regulation 24
EXHIBITS
A Ownership
B Surety Guarantee (Sample)
C Grantee Commitment to EG Access Facilities and Equipment
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AGREEMENT
This Agreement is made and entered into this 17th day
of June , 1997, at Temple City, California, by and
between the City of Temple City, a municipal corporation of
the State of California, and Charter Communications
Entertainment II, L.P., dba Charter Communications.
RECITALS
1. The City of Temple City, pursuant to Ordinance No.
96 -793, is authorized to grant and renew one or more non-
exclusive revocable Franchises to own, operate, construct,
maintain and reconstruct a Cable System within the City.
2. The City, after due evaluation of Charter
Communications Entertainment II, L.P., dba Charter
Communications, and after public hearings, has determined
that it is in the best interests of the City and its
residents to renew its Franchise with Charter
Communications.
NOW, THEREFORE, the City of Temple City (hereinafter
the "Grantor ") hereby grants to Charter Communications
(hereinafter the "Grantee ") a renewal of its Cable System
Franchise in accordance with the provisions of Ordinance No.
96 -793 and this Agreement.
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SECTION 1 RENEWAL OF FRANCHISE
1.1 Grant
The Cable System Franchise currently held by Charter
Communications, a limited partnership whose current
ownership is indicated in Exhibit "A ", is hereby renewed,
subject to the terms and conditions of this Agreement. The
renewal extends the Franchise, authority, right and
privilege, to construct, reconstruct, own, operate and
maintain a Cable System within the streets and public ways
in the City of Temple City as it is now or may in the future
be constituted, and also provides the authority to offer to
subscribers any Cable Service or other services that legally
may be offered, utilizing the facilities of Grantee's Cable
System.
1.2 Right of Grantor to Issue and Renew Franchise
Grantee acknowledges and accepts the present right of
Grantor to issue and /or renew a Franchise and Grantee agrees
it shall not now or at any time hereafter challenge any
lawful exercise of this right in any local, State or Federal
court. This is not, however, a waiver of any constitutional
or legal right or privilege on the part of the Grantee.
1.3 Effective Date of Renewal
The renewal shall be effective on the date that both
parties have executed this Agreement, provided that said
date is no later than thirty (30) days after the date the
City Council, by Resolution, approves this Agreement. The
renewal is further contingent upon the filing by Grantee
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with the City Clerk, of the executed Franchise Agreement and
the required security fund and insurance certificates,
except that if the filing of the security fund or any such
insurance certificate does not occur within sixty (60) days
after the effective date of the Resolution approving this
renewal and any extension of time hereunder, the Grantor may
declare this renewal null and void.
1.4 Duration
The term of the renewal shall be ten (10) years from
the effective date hereof, after which time it shall expire
and be of no force and effect unless renewed. The Franchise
term shall be automatically extended by two (2) years if the
System rebuild provided in Section 4.1 herein is completed
within twelve (12) months of the effective date of this
Agreement, provided that the Grantee notifies the Grantor in
writing of the completion, and the Grantor verifies the
completion. Renewal shall be in accordance with applicable
law.
1.5 Conflict with Cable Ordinance
(a) The provisions of the City of Temple City
Cable Television Regulatory Ordinance, Ordinance No. 96 -793,
are hereby incorporated herein by reference as if set out in
full, and form part of the terms and conditions of this
Agreement. In event of any conflict between the terms and
conditions of this Agreement and the provisions of Ordinance
No. 96 -793, this Agreement shall prevail.
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(b) Should Ordinance No. 96 -793 be.amended,
revised, superseded or otherwise changed after the effective
date hereof in such way as would materially affect the terms
and conditions of this Agreement, said amendment, revision
or change shall not apply to this Agreement without
Grantee's approval.
1.6 Definitions
The definitions contained in Ordinance No. 96 -793 are
incorporated herein as if fully set forth.
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SECTION 2 GENERAL REQUIREMENTS
2.1 Governing Requirements
Grantee shall comply with all lawful requirements of
this Agreement, Ordinance No. 96 -793 and applicable State
and Federal law.
2.2 Franchise Fee
The Grantee shall pay to the Grantor an annual
Franchise Fee of five percent (5%) of Gross Annual Cable
Service Revenues received by the Grantee from all operations
of the Cable System in the City of Temple City to provide
Cable Service. If Federal and State law permits the Grantee
to provide non -video Telecommunications Services to
subscribers (such as data or telephone communications)
through the facilities of the Cable System, and the Grantor
has the regulatory authority to collect either a fee or an
in- lieu -of- franchise -fee payment on such services, then the
fee for revenues derived by the Grantee from such services
shall be at the maximum rate permitted by law, not to exceed
five percent (5 %) of Gross Annual Telecommunications Service
Revenues. All fees shall be payable quarterly, by no later
than the first day of the third month following the quarter
for which payment is due.
2.3 Recovery of Processing Costs
Within sixty (60) days after receipt from Grantor of a
written itemization, Grantee shall reimburse Grantor for its
reasonable out -of- pocket costs incurred during the Franchise
application and renewal process, not to exceed Fifteen
Thousand Dollars ($15,000).
2.4 Payment to Grantor
No acceptance of any payment shall be construed as an
accord that the amount is in fact the correct amount, nor
shall such acceptance of payment be construed as a release
of any claim the Grantor may have for further or additional
sums payable under the provision of this Agreement. All
amounts shall be subject to audit, as authorized by Section
6363.B of Ordinance No. 96 -793. Audits shall be limited to
no more than one (1) for any three (3) year Franchise
period.
2.5 Insurance
(a) Grantee shall procure and maintain for the
duration of the Franchise insurance against claims for
injuries to persons or damages to property which may arise
from or in connection with the operation of the Franchise by
the Grantee, its agents, representatives, employees or
subcontractors.
(b) Grantee shall maintain limits no less than:
(1) General Liability: Two Million Dollars
($2,000,000) per occurrence for bodily personal injury and
property damage. If Commercial General Liability Insurance
or other form with a general aggregate limit is used, either
the general aggregate limit shall apply separately to this
Franchise or the general aggregate limit shall be twice the
required occurrence limit.
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(2) Automobile Liability: One Million
Dollars ($1,000,000) per accident for bodily injury and
property damage.
(3) Workers' Compensation insurance as
required by the State of California and Employer's Liability
Insurance.
(c) Any deductibles or self- insured retentions
must be declared to and approved by Grantor. At the option
of the Grantor, the insurer shall reduce or eliminate such
deductibles or self- insured retentions as respects Grantor,
its officers, officials, employees and volunteers or the
Grantee shall procure a bond guaranteeing payment of losses
and related investigations, claim administration and defense
expenses.
(d) The general liability and automobile
liability policies are to contain all the following
provisions:
(1) Grantor, its officers, officials,
employees, agents and volunteers are to be covered as
insureds as respects to any liability arising out of
activities performed by or on behalf of Grantee; products
and completed operations of Grantee; premises owned,
occupied or used by Grantee; or automobiles owned, leased,
hired or borrowed by Grantee. The coverage shall contain no
special limitations on the scope of protection afforded to
Grantor, its officers, officials, employees, agents or
volunteers, and shall name Grantor as additionally insured.
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(2) For any claim related to this Agreement,
Grantee's insurance coverage shall be primary insurance as
respects Grantor, its officers, officials, employees, agents
and volunteers. Any insurance of self- insurance maintained
by Grantor, its officers, officials, employees, agents or
volunteers shall be excess of Grantee's insurance and shall
not contribute with it.
(3) Any failure to comply with reporting or
other provisions of the policies including breaches of
warranties shall not affect coverage provided to Grantor,
its officers, officials, employees, agents or volunteers.
(4) Grantee's insurance shall apply
separately to each insured against whom claim is made or
suit is brought, except with respect to the limits of the
insurer's liability.
(5) Each insurance policy required by this
clause shall be endorsed to state that coverage shall not be
suspended, voided, cancelled by either party, reduced in
coverage or in limits except after thirty (30) days prior
written notice by certified mail, return receipt requested,
has been given to Grantor.
(6) Insurance shall be placed with insurers
which are "admitted" in the State of California and have a
current A.M. Best's rating of no less than A:VII, unless
otherwise acceptable to the Grantor.
(7) Grantee shall furnish the Grantor with
original endorsements effecting coverage required by this
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section. The endorsements are to be signed by a person
authorized by that insurer to bind coverage on its behalf.
The endorsements are to be on forms provided by Grantor.
All endorsements are to be received and approved by Grantor
before activity commences.
(e) Grantor reserves the right to adjust the
limit coverage requirements no more often than every three
(3) years. Any such adjustment by the Grantor will be no
greater than the increase in the Los Angeles Metropolitan
Area Consumer Price Index (all consumers) for such three (3)
year period.
(f) Grantee shall submit to Grantor documentation
of the required insurance including a certificate of
insurance signed by the insurance agent and companies named,
as well as all properly executed endorsements.
(g)
Grantee hereby indemnifies Grantor for any
damage resulting to it from failure of either Grantee or any
subcontractor to take out and maintain such insurance.
2.6 Indemnification
(a) Grantee shall indemnify, hold harmless,
release and defend Grantor, its officers, employees and
agents from and against any and all actions, claims,
demands, damages, disability, losses, expenses including
attorney's fees and other defense costs or liabilities of
any nature that may be asserted by any person or entity
including Grantee from any cause whatsoever arising from the
activities of Grantee, its subcontractors, employees and
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agents hereunder. Grantee shall be solely responsible and
save Grantor harmless from all matters relative to payment
of Grantee's employees including compliance with Social
Security, withholding, etc.
(b) This indemnification obligation is not
limited in any way by a limitation on the amount or type of
damages or compensation payable by or for Grantee under
Workers' Compensation, disability or other employee benefit
acts, acceptance of insurance certificates required under
this Agreement, or the terms, applicability or limitations
of any insurance held by Grantee.
(c) Grantor does not, and shall not, waive any
rights against Grantee which it may have by reason of this
indemnification, because of the acceptance by Grantor, or
the deposit with Grantor by Grantee, of any of the insurance
policies described in this Section.
(d) This indemnification by Grantee shall apply
to all damages and claims for damages of any kind suffered
by reason of any of the aforesaid operations referred to in
this Section, regardless of whether or not such insurance
policies shall have been determined to be applicable to any
of such damages or claims for damages.
(e) Grantee shall not be required to indemnify
Grantor for negligence or misconduct on the part of Grantor
or its officials, boards, commissions, agents, or employees
(hereinafter "such acts "). Grantor shall hold Grantee
harmless from any damage resulting from any such acts of the
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Grantor or its officials, boards, commissions, agents or
employees in utilizing any government or educational access
channels, equipment, or facilities and for any such acts
committed by Grantor in connection with work performed by
Grantor and permitted by this Agreement, on or adjacent to
the Cable System.
2.7 Security Fund
(a) In accordance with Section 6364 of Ordinance
No. 96 -793, within sixty (60) days of the Resolution
adopting this Agreement, Grantee shall establish and provide
to Grantor a security fund, as security for the faithful
performance by Grantee of all material provisions of this
Agreement. The security fund shall consist of two (2)
parts. The first part shall be a bond, which may be a
corporate guarantee and which shall be in the amount of Two
Hundred Thousand Dollars ($200,000), and in a form
acceptable to the Grantor's City Attorney, and essentially
similar to the example provided in Exhibit "B ". The second
part shall be in the amount of at least Twenty -Five Thousand
Dollars ($25,000) and shall either be in the form of an
irrevocable letter of credit, or a cash deposit established
in a local bank in an interest - bearing account payable to
the order of the Grantor as trustee for Grantee, with all
interest distributed to the Grantee.
(b) The bond shall be maintained at the Two
Hundred Thousand Dollar ($200,000) level until the System
rebuild provided for in Section 4.1 herein is completed, at
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which time the bond shall be released, provided there are
then no outstanding material violations of this Agreement.
The cash or letter of credit portion of the security fund
shall be maintained at the Twenty -Five Thousand Dollar
($25,000) level throughout the term of this Agreement,
provided that at intervals no more often than each three (3)
years, Grantor shall have the right to require that this
amount be increased to reflect changes in the Los Angeles
Metropolitan Area Consumer Price Index during the prior
three (3) year period.
(c) The security fund may be assessed by Grantor
for those purposes specified in Section 6364.B of Ordinance
No. 96 -793, in accordance with the procedures of Section
6378 of said Ordinance, provided that Grantee has received
written notice and thirty (30) days after receipt of notice
to cure any material violations prior to any assessment. As
long as the Grantor follows the procedures specified herein
and in Ordinance No. 96 -793 for assessing and /or withdrawing
funds from said security fund, Grantee shall not initiate
litigation or non -City administrative action to prevent or
impair Grantor from accessing those funds. Grantee's
recourse, in the event Grantee believes any taking of
security funds is improper, shall be through legal action
after the security has been drawn upon. If the Grantor's
action or taking is found to be improper by any court or
agency of competent jurisdiction, Grantee shall be entitled
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to a refund of the funds plus interest and /or any other
award which such court or agency shall make.
(d) Nothing herein shall be deemed a waiver of
the normal permit and bonding requirements made of all
contractors working within the City's rights -of -way.
2.8 Procedure for Remedying. Franchise Violations
(a) The procedure for remedying Franchise
violations or breaches shall be consistent with the
procedures of Ordinance No. 96 -793. Grantor, by action of
the City Manager or a delegate, shall first notify Grantee
of the violation in writing by personal delivery or
registered or certified mail, and demand correction within a
reasonable time, which shall not be less than fifteen (15)
days in the case of the failure of the Grantee to pay any
sum or other amount due the Grantor under this Agreement or
Ordinance No. 96 -793, and thirty (30) days in all other
cases. Said notice shall state with specificity the
violation(s) alleged to have occurred. If Grantee fails to
correct the violation within the time prescribed, or if
Grantee fails to commence corrective action within the time
prescribed and diligently remedy such violation thereafter,
the Grantee shall then be given written notice of not less
than twenty (20) days of a public hearing to be held before
the Council. Said notice shall specify the violations
alleged to have occurred.
(b) At the public hearing, the Council shall hear
and consider all relevant evidence, and thereafter render
findings and its decision.
(c) In the event the Council finds that Grantee
has corrected the violations or has diligently commenced
correction of such violation after notice thereof from
Grantor and is diligently proceeding to fully remedy such
violation, or that no material violation has occurred, the
proceedings shall terminate and no penalty or other sanction
shall be imposed. In determining whether a violation is
material, Grantor shall take into consideration the
reliability of the evidence of the violation, the nature of
the violation and the damage (if any), caused to the Grantor
thereby, whether the violation was chronic, and any
justifying or mitigating circumstances and such other
matters as the Grantor may deem appropriate.
(d) In the event the Council finds that a
material violation exists and that Grantee has not corrected
the same in a satisfactory manner or has not diligently
commenced correction of such violation, the Council may
impose liquidated damages, assessable from the security
fund, of up to Five Hundred Dollars ($500) per day or per
incident, for unexcused violations of the System upgrade
herein, and up to One Hundred Dollars ($100) per day or per
incident for all other violations, provided that all
violations of a similar nature occurring at the same time
shall be considered one (1) incident.
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If the Grantor elects to assess liquidated
damages, pursuant to the provisions of this Franchise
Agreement, then such election shall constitute Grantor's
exclusive remedy for a period of one hundred twenty (120)
days. Thereafter, if the Grantee remains in non - compliance
with the requirements of the Franchise Agreement, the
Grantor may pursue any available remedy.
2.9 Reservation of Rights
Grantor and Grantee reserve all rights that they may
possess under the law unless expressly waived herein. By
entering into this Agreement, neither Grantee nor Grantor
waives any rights which it now or may later enjoy under
applicable law, and specifically Grantor and Grantee reserve
their rights to take full advantage of any changes in law
during the term of the Franchise.
2.10 State or Federal Preemption
In the event that the State or Federal Government
discontinues preemption in any area of Cable System
regulation over which it currently exercises jurisdiction in
such manner as to expand rather than limit municipal
regulatory authority, Grantor may, if it so elects, adopt
rules and regulations in these areas, to the extent
permitted in the then applicable law. If such preemption
has a material impact upon the term of this Agreement,
Grantor and Grantee agree to negotiate in good faith to
attempt to restore the mutual considerations provided by
this Agreement.
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SECTION 3 SERVICE AREA AND LINE EXTENSION POLICY
3.1 Franchise and Service Area
The Grantee's Franchise and Service Areas shall be the
entire City of Temple City, including any and all territory
as it is annexed thereto, during the term of this Agreement.
The Grantee shall offer the full range of residential Cable
Service to all residents of the City, in accordance with the
provisions of Section 3.2 below.
3.2 Line Extension Policy
The Grantee shall provide residential Cable Service at
standard installation charges, provided that the residential
unit is within one hundred twenty five (125) feet, for
aerial installation, and seventy five (75) feet, for
underground installation, from the nearest distribution
cable of the Grantee's System. In the event a request is
made for service by a resident in an area not meeting such
criteria, the Grantee shall make such installation available
to the requesting subscriber on a time and material basis.
3.3 Commercial Areas
For areas of the City that are primarily commercial,
the Grantee shall install appropriate conduit at any time
that open utility trenches are available and the Grantee has
received at least ten (10) working days advance notice of
the availability of the trenches. Residences in primarily
commercial areas shall be provided with Cable Service upon
request, on a time and materials basis.
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SECTION 4 SYSTEM REBUILD
4.1 Rebuild
(a) The Grantee shall rebuild, as appropriate,
the existing Cable System to provide a minimum capacity
corresponding to an upper operating frequency of seven
hundred fifty Megahertz (750 MHz), within twenty -four (24)
months of the effective date. of this Agreement. Grantee may
activate portions of the rebuilt plant and offer upgraded
services in phases, as Grantee may determine. Completion of
construction shall be defined as the ability to provide up
to one hundred ten (110) channels of video programming,
without digital compression, to all residential subscribers
within the City, as well as satisfactory completion of any
permit- specified requirements and the public building
connections provided in Section 4.2 below.
(b) It is Grantee's present intent to utilize a
"fiber optics to the service area" design in which optical
fiber delivers signals from a central hub to nodes. The
nodes shall interface the optical fiber with coaxial cables
which distribute signals to cable subscribers, and also
serve as input- output points for interconnection to public
buildings and businesses.
4.2 Interactive Connection to Public Buildings
(a) As part of the Grantee's rebuild obligations,
the Grantee shall provide interactive links between its
fiber optic nodes and "Priority" public buildings, and
interactive - capable links to all other public buildings, in
accordance with the requirements of Exhibit "C ", attached
hereto. An interactive connection is defined as the
capability to transmit and receive broadband video, data and
voice communications between two (2) or more public
buildings, contingent only upon the installation of
appropriate terminal and interface equipment in the future,
at the transmission and reception public building locations.
An interactive - capable connection is defined as a one -way
downstream connection which can be expanded to interactive
status by activating the two -way capability between the node
and the public building. The public agency users shall be
responsible for the installation, operation and maintenance
of terminal and interface equipment within the public
buildings. The Grantee shall install, operate and maintain
all Cable System and network components outside the public
buildings necessary to provide the activated path between
the transmitting and receiving locations.
(b) Grantor and Grantee agree that any use of the
interactive links and the cable network by public agencies
to generate revenue or to serve nonpublic entities shall
occur only with the prior written consent of Grantee.
4.3 Future System Modifications
(a) To assure that Grantee's Cable System
continues to reflect the general cable industry state -of-
the -art throughout the term of the Franchise, Grantor and
Grantee agree to utilize Cable Systems in the following
Southern California communities served by Grantee as a basis
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for comparison. The comparison communities (also referred
to as the "comparison group ") shall be:
(1) Alhambra (5) Norwalk
(2) Altadena (6) Pasadena
(3) Montebello (7) San Gabriel
(4) Monterey Park (8) West Covina
(b) Grantor and Grantee agree that subsequent to
the completion of the rebuild required in Section 4.1 above,
but no earlier than five (5) years after the effective date
of this Agreement, when four (4) or more of the Cable
Systems in the comparison group (also referred to as the
"comparison sub - group ") offer programming services which
exceed the services provided on Grantee's System by eight
(8) services or more, Grantor may require Grantee to provide
additional programming services to meet or exceed the
average provided by the comparison sub - group. Grantee shall
complete any modification required to meet the comparison
sub -group average within six (6) months of receipt of the
Grantor request.
(c) Grantor and Grantee further agree that
subsequent to the completion of the rebuild required in
Section 4.1 above, but no earlier than five (5) years after
the effective date of this Agreement, when four (4) or more
of the Cable Systems in the comparison group have activated
upstream communications capacity and are offering
interactive residential services, Grantor may require
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Grantee to activate the upstream capacity of Grantee's
System. Grantee shall complete this activation within
twelve (12) months of receipt of the Grantor request.
4.4 Emergency Alert Capability
Upon completion of the System rebuild provided in
Section 4.1 of this Agreement, Grantee shall provide
Emergency Alert System capability in full compliance with
applicable Federal Communications Commission requirements.
4.5 Standby Power
Upon completion of the System rebuild provided in
Section 4.1 of this Agreement, Grantee shall provide standby
power generating capacity at the Cable System control center
(headend) and at all hubs, capable of providing at least
twelve (12) hours of emergency supply. Grantee shall
maintain standby power system supplies throughout the major
trunk cable networks capable of providing emergency power
within the standard limits of commercially available power
supply units.
4.6 Parental Control Lock
Grantee shall provide, for sale or lease, to
subscribers, upon request, a parental control locking device
or digital code that permits inhibiting the video and audio
portions of premium channels.
4.7 Status Monitoring
Grantee shall provide an automatic status monitoring
system or a functional equivalent when the Cable System has
been activated for interactive service provided that such
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status monitoring is technically and economically feasible
to Grantee's satisfaction.
4.8 Technical Standards
The Federal Communications Commission (FCC) Rules and
Regulations, Part 76, Subpart K (Technical Standards), as
amended from time to time, shall apply, to the extent
permitted by applicable law.
4.9 Right of Inspection
Grantor shall have the right to inspect all
construction, reconstruction or installation work performed
subject to the provisions of the Franchise and other
pertinent provisions of law, and as part of Grantor's
obligation to protect the public health, safety and welfare
of its citizens.
SECTION 5 SERVICES AND PROGRAMMING
5.1 Services and Programming
Grantee shall provide Grantor with a list of program
services offered, which list shall be updated each time a
change is made. Grantee shall not reduce the number of
program services without thirty (30) days prior written
notification to the Grantor and System subscribers.
5.2 Leased Channel Service
Grantee shall offer commercial leased access on
reasonable terms and conditions and in accordance with
applicable law.
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SECTION 6 SUPPORT FOR LOCAL CABLE ACCESS
6.1 EG Access Operating Costs
Based on the provisions of the Cable Communications
Policy Act of 1984 and future applicable law, Grantor shall
determine from time to time the funding level Grantor
desires to make available for Educational and Governmental
(EG) Access operating costs, and the most appropriate entity
or entities to manage EG access operations.
6.2 Grantee Support for EG Access
Grantee shall provide the following or equivalent
support for EG Access within the Franchise area:
(a) Provision and use of the grant funds and
channels designated in Exhibit "C" of this Agreement.
(b) Maintenance of Grantee's EG access facilities
and channels, and support of EG programming to the extent
specified in Exhibit "C" of this Agreement.
(c) Provision of free public building
installation and basic service to the public buildings
listed in Exhibit "C ", and, in addition, provision of
interactive capability to and from the Priority locations
specified in Exhibit "C ".
6.3 Compliance with Federal Law
In accepting this Franchise, the Grantee agrees that
the commitments indicated in Section 6.2 above will not be
charged against any Franchise Fees due the Grantor during
the term of the Franchise.
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SECTION 7 REGULATION
7.1 Franchise Regulation
The Franchise renewed under this Agreement shall be
subject to regulation by Grantor in accordance with all of
the lawful provisions of Ordinance No. 96 -793.
7.2 Force Majeure
The force majeure provisions of Section 6382 of
Ordinance No. 96 -793 shall apply.
7.3 Rate Regulation
If Grantor is permitted under Federal and /or State law,
to regulate the rates charged by Grantee, and if Grantor
elects to so regulate, Grantor shall establish reasonable
procedures consistent with due process and applicable laws
and regulations and follow those procedures before so
regulating.
7.4 Service Standards
A verified and continuing pattern of noncompliance with
the service standards contained in Ordinance No. 96 -793,
this Agreement or standards established by any regulatory
body having the authority to formulate service standards for
Cable Systems, shall constitute a material breach of this
Agreement, entitling Grantor to utilize the provisions set
forth in Section 6364 of Ordinance No. 96 -793.
7.5 Notices
Notices transmitted by either party to this Agreement
to the other party shall be addressed as follows:
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Grantor:
Grantee:
City Manager
City Hall
9701 Las Tunas Drive
Temple City, CA 91780
General Manager
Charter Communications
2215 W. Mission Road
P.O. Box 1451
Alhambra, CA 91802 -1451
Either party may designate by written notice a
different address to which notices shall be sent.
7.6 Successors and Assigns
All provisions of this Agreement shall apply to any
lawful successors and assigns.
7.7 Severability
If any provision of this Agreement or the application
of such provision to any circumstance is declared
unconstitutional or otherwise invalid by the lawful judgment
of any court of competent jurisdiction, the remainder of
this Agreement or the application of the provision to other
circumstances, shall not be affected thereby.
7.8 Choice of Law
This Agreement shall be governed by and interpreted
under the laws of the State of California.
7.9 No Waiver
Grantee shall not be excused from complying with any of
the terms and conditions of this Agreement by any failure of
the Grantor upon any one (1) or more occasions to insist
upon or to seek compliance with any such terms or
conditions.
IN WITNESS WHEREOF, Grantor and Grantee have executed
this Agreement the date and year first above written.
APPROVED AS TO FORM:
(SEAL)
(CORPORATE SEAL)
CITY OF TEMPLE CITY
B
Date: June 20, 1997
ATTEST:
City, Clerk
CHARTER COMMUNICATIONS
By:
,/D/9-v / D /. /wre -
Name, Title
Date:
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EXHIBIT A
OWNERSHIP
1
29PM FROM CHARTER COMM LA 1818 537 6112
Charter Communications Entertainment, L.P. Organization Structure
Kelso & Co.
Charter
Communications, Inc.
Kelso & Co.
Charter
Communications, Inc.
85% \ 15% 85% \ 15%
CCT Holdings
Corp. (1)
44% L.P. Interest <C— I% G.P.---->
CCA Holdings
Corp. (2)
Charter Communications
Entertainment, L.P.
77.78 ",S. 1..1).
CCE -II OpCo, L.P.
(Los Angeles Systems)
(1) CCT Holdings Corp. holds a I% G.1'. interest in CCF: -1 anal CCE -II, respectively.
(2) CCA Holdings Corp. holds n 1.22 1'o G.P. interest in CCE -I and CCE -II, respectively.
54'% L.P. Interest
\ 97.7K% LI'.
CCr -I OpCo, L.P.
(St. Louis /Connecticut Systems)
5/5/95
1
EXHIBIT B
SURETY GUARANTEE
(SAMPLE)
1
B -1
EXHIBIT B: SURETY GUARANTEE
WHEREAS, the City of Temple City (hereinafter called
"Grantor ") under this Franchise Agreement dated the
day of , 1997, has granted a Franchise to. Charter
Communications Entertainment II, L.P., dba Charter
Communications (hereinafter called "Grantee ") to own,
operate, and maintain a Cable System (hereinafter called
"Franchise "); and
WHEREAS, , the General
Partner of Grantee, has a substantial interest in said
Franchise, the conduct of the Grantee, and the Franchise
Agreement between Grantor and Grantee establishing Franchise
requirements, which Agreement is hereby specifically
referred to, incorporated herein and made a part hereof; and
WHEREAS, Section 2.7 of said Franchise Agreement
requires the Grantee, as Principal, to furnish security
issued to cover the faithful performance of certain of the
Grantee's obligation under said Franchise, and which
security shall be in favor of the Grantor;
NOW THEREFORE, subject to the provisions of Section
2.8, Guarantor hereby unconditionally guarantees the due and
punctual performance of any and all obligations of Grantee
contained in the Franchise Agreement, up to the financial
limits provided in Section 2.7. This Guarantee shall,
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B -2
unless terminated, substituted or cancelled as hereinafter
provided, remain in full force and effect for the period
provided by said Franchise. Provided that, upon
substitution of another Guarantor reasonably satisfactory to
the Grantor, this Guarantee may be terminated, substituted
or cancelled upon thirty (30) days prior written notice from
Guarantor to the Grantor and Grantee.
Any such notice to be given hereunder shall be
addressed to Grantor, with a copy to Grantee. Such
terminations shall not affect liability incurred or accrued
under this Guarantee prior to the effective date of such
termination or cancellation.
No claim, suit or action under this Guarantee by reason
of any default of the Grantee shall be brought against
Guarantor unless asserted or commenced no later than six (6)
months after the effective date of such termination or
cancellation of the Guarantee.
B -3
IN WITNESS WHEREOF, the Grantee and Guarantor have
hereunto set these hands and seals this day of
, 1997.
GRANTEE GUARANTOR
By: By:
Title: Title:
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EXHIBIT C
GRANTEE COMMITMENT TO
EG ACCESS FACILITIES AND EQUIPMENT
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EXHIBIT C: GRANTEE COMMITMENT TO EG ACCESS FACILITIES AND
EQUIPMENT
1. INTERCONNECTION OF PUBLIC BUILDINGS
Grantor shall connect, at no installation charge, the
buildings listed in Figure 1, to the closest node of the
rebuilt Cable System, under the following conditions:
(a) An activated one -way (downstream) connection and
the highest tier of basic cable service at no installation
or monthly charge shall be provided to all the public
buildings listed in Figure 1B, no later than completion of
the Cable System rebuild. These connections shall be
interactive - capable as defined in Section 4.2.
(b) Interactive (bidirectional) communications
capability, as defined in Section 4.2, shall be provided
between all the Priority buildings listed in Figure 1A, no
later than the completion of the System rebuild.
(c) Grantee shall be responsible for operating and
maintaining all network facilities and equipment outside the
public buildings necessary to provide the communications
path among the Priority public buildings in Figure 1.
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2. NETWORK USAGE CHARGES
(a) Grantee shall not charge any public agency, whose
buildings are interconnected in accordance with paragraph 1
above, a network usage charge for traditional EG Access
communications originating and terminating at the public
facilities listed in Figure 1.
(b) Grantee may establish network usage charges for
new services offered, including but not limited to local
telephone services, access to multimedia or specialized
educational programming, and interconnection to external
networks. Such charges shall not exceed fifty percent (50 %)
of the charges that Grantee establishes for private- sector
users of the same services, but in no case shall the charge
be less than Grantee's actual cost.
3. EDUCATIONAL AND GOVERNMENT (EG) ACCESS CHANNELS
Upon the effective date of this Agreement, Grantee
shall continue to make two (2) video channels available
exclusively for EG use. These channels shall be dedicated
for the term of the Franchise renewal, provided that Grantee
may utilize any portions of these channels during any time
when they are not scheduled for EG use. Grantor and Grantee
shall establish rules and procedures for such scheduling in
accordance with Section 611 of the Cable Communications
Policy Act of 1984.
C -3
Upon completion of the System rebuild to Seven Hundred
Fifty Megahertz (750 MHz) capacity, Grantor may request and
Grantee shall provide one (1) additional channel for EG use.
Grantor may not submit such a request unless both of the EG
channels already being utilized each are cablecasting at
least eighty (80) hours per month of unduplicated video
programming on each channel and, further, that additional
contemplated EG programming cannot effectively utilize the
existing channels during the time they are available.
4. PROVISION OF EG ACCESS EQUIPMENT AND FACILITIES
(a) No later than thirty (30) days after the effective
date of this Agreement, Grantee shall provide and install at
no charge, a new character generator at a designated
location in Grantor's City Hall, for use in generating
Governmental Access text announcements on Channel 55, the
Cable System's Government Access Channel. Not earlier than
five (5) years after the effective date of this Agreement,
Grantor may request, and Grantee shall provide and install
at no charge, a replacement character generator at a
designated location for use in Grantor's City Hall.
(b) No later than ninety (90) days after the effective
date of this Agreement, Grantee shall provide a video
playback unit in a location within City Hall complex
designated by Grantor. Grantee also shall install an
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upstream link from this location to the Cable System headend
to permit playback to the Government Access channel.
(c) At any time later than twelve (12) months after
the effective date of this Agreement, Grantor may request
from Grantee an EG Access capital grant, not. to exceed Ten
Thousand Dollars ($10,000) per year, for EG Access support.
Grantee shall provide the requested funds within sixty (60)
days of the receipt of a written request. Any capital grant
provided shall be utilized for EG Access equipment and
facilities, which are defined to include, but not be limited
to, data communications terminal and interface equipment as
well as video equipment.
(d) No earlier than twelve (12) months after the
completion of the System rebuild provided in Section 4.1,
and no more often than every two (2) years, Grantor may
request an additional capital grant for special EG Access
development projects. The cumulative total of all EG
capital grants shall not exceed one percent (1 %) of Gross
Annual Cable Service Revenues.
(e) If permitted by applicable law, the Grantor shall
not oppose any "pass- through" of the EG Access capital
grants provided in (a) through (d) above.
C -5
(f) Any request by Grantor for capital grants for
special projects shall be in accordance with an operating
plan prepared by Grantor. The operating plan shall contain,
as a minimum, the following information:
(1) List of intended EG users.
(2) Planned type and level of programming for
each user.
(3) Capital equipment, facilities and estimated
costs required to support the intended uses. This shall
include a survey of existing publicly -owned equipment that
might be available for the intended purposes.
(g) User commitments by Grantor or a third party to
cover operating expenses and /or support facilities for at
least a three (3) year period. The user commitments shall
be approved by resolution of the City Council.
(h) An evaluation by Grantor that the existing public
facilities and equipment are inadequate to meet the needs of
the operating plan.
(i) An evaluation by Grantor that the special
project(s) will have the potential to provide significant
public benefits, and could also result in potential Grantee
revenues.
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Based on Grantor's certification that the EG operating
plan is reasonable and appropriate to meet EG needs and
objectives, Grantee shall consider the grant request in good
faith. Grantee shall provide written comment upon the plan
and provide recommendations to improve its effectiveness.
Grantee's concurrence shall be required in any special
project grant request, but if Grantee declines to provide
the grant, the Grantee shall provide Grantor with a written
explanation of Grantee's reasons. Grantor reserves the
right to require Grantee to present its reasons at a public
meeting of the Grantor's City Council.
5. COMPETITIVE VIDEO SERVICE PROVIDERS
If any multichannel video service providers serving the
City of Temple City shall achieve and maintain in the
aggregate, at least twenty -five percent (25 %) of the number
of subscribers served by Grantee, and if, further, any
competitive providers achieving that percentage are not
subject to providing EG Access support, or are subject to
providing a lower level of support than Grantee is required
to provide under paragraph 4(a) above, then Grantee shall
have the right to petition Grantor to reduce its level of
support to that which is applicable to the competitive
provider(s).
C -7
6. EG OPERATIONS
Grantor may negotiate agreements with neighboring
jurisdictions served by the same Cable System, educational
institutions, or others to share operating expenses as
appropriate. Grantor and Grantee may negotiate an agreement
for management of EG facilities, if so desired by the
parties.
7. TITLE TO EG EQUIPMENT
Grantor shall retain title to all EG equipment provided
with funding made available in accordance with paragraph 4
above.
8. RELOCATION OF EG CHANNELS
If Grantee relocates any EG Access channel to a
different channel number, Grantee shall reimburse Grantor
for any out -of- pocket Grantor costs incurred as a result of
the relocation. Grantee shall provide Grantor and all
subscribers with at least thirty (30) days written notice of
such relocation.
9. PROMOTION OF EG ACCESS
Grantee shall allow the Grantor to place bill stuffers
in Grantee's subscriber statements at a cost to the Grantor
not to exceed Grantee's cost, not more than twice per year
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upon the written request of the Grantor and at such times
that the placement of such materials would not effect
Grantee's cost for the production and mailing of such
statements. The Grantor agrees to pay Grantee in advance
for the actual cost of such bill stuffers. Grantee shall
also make available access information provided by Grantor
in subscriber packets at the time of installation and at the
counter in the System's business office. Grantee shall also
distribute, at no charge to Grantor, through advertising
insertion equipment, promotional and awareness commercial
spots produced at the Grantor's cost and submitted by the
Grantor in a format compatible with such equipment once
Grantee has acquired and activated such capability. Grantee
shall also include a listing of the known programming to be
cablecast on EG Access channels in any program guide of
services for the Cable System.
C -9
FIGURE 1
LIST OF PUBLIC BUILDINGS TO BE CONNECTED
A. PRIORITY PUBLIC BUILDINGS
(1) City
City Hall
Civic Center
Live Oak Park (new recreation center)
(2) County
Sheriff's /Fire Department
(3) School District
Temple City High School
Oak Avenue Intermediate
Cleminson Elementary
Cloverly Elementary
La Rosa Elementary
Longden Elementary
B. OTHER PUBLIC BUILDINGS
County
Public Library
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Resolution No. 97 -3612
SECTION 8. The City Clerk shall certify to the passage and
adoption of this resolution and the same shall thereupon take
effect and be in force.
APPROVED AND ADOPTED THIS 17th day of June, 1997.
ATTEST:
\ t
/r
City lerk
APPROVED AS TO
MAYOR
City Attorn
I hereby c tify that the foregoing resolution, Resolution No.
97 -3612 was du y adopted by the City Council of the City of Temple
City at a regular meeting held on the 17th day of June, 1997, by
the following vote:
AYES: Councilman - Breazeal, Brook, Wilson, Gillanders, Souder
NOES: Councilman -None
ABSENT: Councilman -None
City -Clerk
•,