01/19/1993 Agreement
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'93
JUN '6 1~\~O:3 3
AGREEMENT
, \'V>l [)
AGREEMENT, made and dated this '19th ~a~i\of Janua:ry--,- ,
1993, by and between the BOARD OF COUNTY COMMISSIONERS OF MONROE
COUNTY, FLORIDA, having its principal office at the County
Administrative Building, Wing II, Junior COllege Road, Stock
IslandJ' Key West, Florida 33040 (hereinafter lithe County"), "and
TCI CABLEVISION OF FLORIDA, INC., a Florida corporation having
its principal office within Monroe County, Florida, at 1700 North
Roosevelt Boulevard, Key West, Florida 33040 (hereinafter "the
Company" ) .
~
WHEREAS, the County and' the Company have contemporaneouSly
herewith entered into an Agreement pursuant to which the County
has renewed the Company's franchise to operate a cable television
system within Monroe County, Florida for a period of fifteen (15)
years. from the expiration date of the Company's current franchise
to operate such a cable television system; and
WHEREAS, the County after due, appropriate and lawful
consideration has approved the above-described Agreement for
renewal of the Company's franchise to operate a cable television
system within Monroe County, Florida; and
WHEREAS, in view of the renewed, long-term relationship
between the County and the Company, evidenced by the County's
renewal of the above-described Agreement, the County and the
Company believing it will be in the best interests of the
residents of Monroe County, Florida to establish and provide
support for informational, instructional and other programs to
familiarize the County's residents. with issues and problems
confronting the County, inClUding but not necessarily limited to
the environment, ecology and economy, and which programs
generally will serVe the needs and interests of the residents of
Monroe County, Florida; and
WHEREAS, the Company as a public service and as evidence of
its commitment to serve the needs and interests of the residents
of Monroe County, Florida wishes to contribute financial and
other support for the development and implementation of the
above-described specific and general public interest programs;
NOW, THEREFORE, in consideration of the mutual promises,
understandings arid COvenants hereinafter contained, theCO\l~ty
and the Company (sometimes her~inafter collectively "the:
I .
parties") agree as follows:
. 1. The Company agrees that upon the County's approva~ :"j'9~>'.,..,:
this Agreement, the execution of this Agreement by the. par,1?;~.s;2"
and the County's prior approval of the Company' s above-descri.~~~~'r\'-i',
franchise to operate a cable television system in Monroe CO~~t~~'
Florida, but not in consideration of such approval, the Company
will deliver to the County the sum of TWO HUNDRED THOUSAND
DOLLARS ($200,000.00) by certified or cashier's check, or with
the prior consent of the County, a Company corporate check,
payable to the County in the foregoing amount.
2. The parties understand and agree that the payments
provided for in Paragraph One of this Agreement in the total
aggregate amount of TWO HUNDRED THOUSAND DOLLARS ($200,000.00)
shall be used primarily to achieve the aims and goals descrrbed
in this Agreement; PROVIDED, however, that the parties further
understand and agree that the County shall have the sole and
ultimate discretion to use and apply the funds provided for in
Paragraph One hereof as the County may determine will best serve
the needs, interests, welfare, health and safety of the residents
of Monroe County, Florida.
WHEREFORE, the parties hereto
of the residents of Monroe County,
the execution and implementation
hereunto set their hands and seals
written.
believing that the interests
Florida will be best served by
of this Agreement, they have
the day and date first above
By
COUNTY COMMISSIONERS
OUNTY, FLORIDA
(Seal)
~
Mayor/Chairman
Attest: DANNY L. KOLHAGE, CLERK
By:
~~,,~. 4J~~
Deputy ~lerk
TCI CABLEVISION OF FLORIDA,
INC.
By, ~__
(Seal)
,.
r;-:,'
L:J
2
,
i
MJNROE COUNTY
AND
Tel CABLEVISION OF FIDRDIA
FRANCHISE RENEWAL AGREEMENT
JANUARY, 1993
'11J' ; r.n'J~OtlNGI~
'.11' F'
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6l: UtI (l ~d~ (6.
'",,,", . ." · o~. -:]-1' .
dUd:;. j lj l .J , ,j
SECrICN 1.
SECl'ICN 2.
SECl'ICN 3.
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
3.37
3.38
3.39
3.40
--
PIonroe County/TCI Franchise Agreeeent
'I2\BIE OF CXNlENTS
PURPOSE AND IN'IENT:
GRANT OF REm.WAL OF FRANCHISE
TITIE
DEFINITICNS
"Basic SUbscriber Television Sel:vi.ce"
"Broadcast Signal"
"Cable Act"
"Cable Camunications System",
"Cable System", or "System"
"Olannel"
"County" or "Franchisor"
"Closed Circuit Olannel"
"Catmercia1 Channel" or "Catmercial Access Channel"
"Catmerci.al SUbscriber"
"Construction Pennit" or "Pennit"
"Construction Area(s) "
"Converter"
"Educational Olannel. or "Educational Access Channel"
"Enhanced SUbscriber Service"
"Eristing And Expanded Service Area"
"FCC"
"Franchise", "Franchise Agreenent", or "Agreenent"
"Govemment Olannel"
"Grantee" or "Franchisee"
"Grantor"
"Gross Annual Revenues"
"Headend( s) "
"Installation"
"Interactive Service"
"Franchise Fee"
"IDeal Origination Channel"
"Nonbroadcast System"
"Parties "
"Pay~le" or "Pay-Television"
"Person"
"P.rograrmer"
"Public Access Channel"
"Public Ways"
"Residential Subscriber"
"Section"
"Sel:vi.ce Area"
"Sel:vi.ce Tier"
" state"
" SUbscriber"
"SUbscriber Base"
"Cable Television System",
or "Franchise Territory"
or "Tier"
i
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7
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7
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3.41
3.42
~CN 4.
4.1
4.2
4.3
4.4
4.5
SECl'ICN 5.
~CN 6.
6.1
6.2
6.3
~roe County/TCI Franchise Agree.ent
"SUbscriber SystEm" . . . .
"Transferor" or "Assignor"
GRAN!' OF .AU'IHCRITY
Franchise Renewal.
Renewal Tenn. . . .
Non-Exclusive Franchise. ....
No Eminent JXmain Pa.1ler. ....
Franchisor Not Bound 'lb Renew.
.AU'IHCRITY liOl' EXCUJSIVE . .
AGRE:EMEN'r AND 1\CCEPTANCE . . . . . .
Franchis~ Bound. . . . . . . .
Franchisee J\gL~lent. . . . . . .
InCX>IlSistencies .
~CN 7. RIGIf1' OF FRANCHI~ '10 ISSUE RmE.WAL OF FRANCHISE
PRESERVATICN OF RIGErl'S AND BENEFITS
7.1 Changes In Laws. .................
7.2 NO Challenge. . . . . . . . . . . . . . . .
AND
~CN 8. ~'~n:.n\lE DA'IE OF FRANCHISE RENEWAL AND
PERR:mmNCE DMES . .
8.1 Effective Date. .
8.2 T.i:nE Limits.
~CN 9.
SECl'ICN 10.
10.1
10.2
~CN 11.
11.1
11.2
11.3
11.4
11.5
11.6
~CN 12.
12.1
12.2
12.3
12.4
12.5
12.6
12.7
TIME IS OF ':mE ESSEOCE '10 '!HIS ~
CXM?ARABIE FRANCHISE 'lERMS . . . . . .
Salle Or Better Features. .......
Systan Franchise Renewals Elsewhere.
EXPANSICN AND EX'lENSICN OF CABlE Sy~.l.Ntf
~eI:"a.l. .............
SUbscri.bei Charges For Extension Of Service.
Provision Of Residential Service.
~ts . .........................
IJe:lay in Cons'tl:11ction. ...............
Provision of Residential Service.
CXNS'lROC'l'ICN ~ FUR. ANY EXPANDED SERVICE ARFA . .
Right of Inspection of Con.struction.
Installation And Con.struction Manual. . . . . . .
Public Service Carpany l\greatents. ......
Construction in Rights-of-way; Blanket ~t.
Sa.fet:y aIlCi Rest:oration. . . . . . . . . . . . . .
Relcx::ation Cable Facilities.
Proper Maintenance Required. ....
ii
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~
"
tlonroe County/Tel Franchise Agreellent
12.8 Staging Maps, As-Built Maps, and M:>nthly Report.
12.9 Existing Facilities in the Expanded Service Area.
12.10 Crnpliance with Codes, Rules and Regulations. .
12.11 street Construction by County. ....
12.12 Mbving Buildings. . . . . . . . . . . . .
12.13 Franchisor Use of Franchisee's Poles. ....
19
. . .. 19
19
20
20
20
SEO'ICN 13. RELOCATICN AND ~CN CDSTS . . .
13.1 Franchisee's Obligation. .......
13.2 Energencies; Franchisor Non-Liability.
SEO'ICN 14. crEAR AOCESS-wAYS . . . . . .
14.1 Trees/Vegetation Clearing. .....
14.2 OWner's Written Pennission.
22
22
22
.....
. . . . 23
23
23
SEO'ICN 15. ~ . . . . . . .
. . . .
24
SEO'ICN 16. '1RANSFER OF RIGm'S . . . . .
16.1 No Transfer. . . . . .
16.2 Acts Deemed 'lb Be Transfer. . .
16.3 ~ Of Franchisee <>.mership. . .
16.4 Ag>lication For Transfer/Assigrment.
16.5 1ld1itional Info:rmation Required.
16.6 Consent Not 'lb Be Granted. ... '. . . . . . . .
16. 7 Bankruptcy /Reorganization Notice 'lb Franchisor.
16.8 Crnpliance By TrusteejReceiver. .......
.....
25
25
25
25
25
25
26
26
26
. . . .
. . . . .
SECl'ICN 17. PERFURMl\NCE InID. . . . . . .
17.1 Bond Required; AnDunt. . . . .
17.2 Bond Waived; Requi.rements. ....
SEO'ICN 18. SEXIJRI'l'Y, FUND . . . . . . .
18.1 Fund Established; AnDunt. .
18.2 Ptupose Of Fund. ......
18.3 Ag>licatiop. 'lb Franchise Fee.
18. 4 Co~rateSUrety. . . .
27
27
27
. . . . . .
28
28
28
28
28
. . . . . . . . . .
SECl'ICN 19. ~ AND INSURANCE
19.1 Indannification.
19.2 Insurance.
29
29
29
SEO'ICN 20. REPORTS.
20.1 Annual Report. ....
20.2 Q.1arterly Reports. . . . . . . .
20.3 SuJ;plemmtal And Miscellaneous Reports.
~ICN 21. PERFURMl\NCE EVAIllATICN HF.ARl.N; REVIEW .
21.1 New Technology. . . . . . . . . . .
21.2 Review Of Franchisee's Perfonnance.
.....
31
31
31
31
. . . . . . . .
32
32
32
iii
~roe county/TCI Franchise Agr~t
~CN 22.
22.1
22.2
22.3
22.4
22.5
22.6
22.7
F"URIHER RENE.WAL OF '!HE FRANCHISE
33
33
33
33
33
33
33
33
Rev'ieN'. . . . . . . . . . . . . .
Inspection; Public Hearing Required.
No Requi.I:atent to ReneW". . . . . . . .
Action By Franchisor . . . . . . .
May Grant Franchise. ........
Al:kti.tional Franchise Requi.I:atents. ....
Right Of First Refusal. . . . . . . .
~CN 23. 'IERMINATICN; REVOCATICN; FORFEI'lURE; N:NRENE.WAL OF
FRANCHISE ..... . . . . . . . . 34
23.1 Material Breach. . . . . . . . . . . . 34
23 . 2 Insol verley- . . . . . . . . . . . . . . . . . . . 34
23.3 FOreclosure. . . . . >. . . . . . . . . . . 34
23 . 4 Rale:iies . . . . . . . . . . . . . . . . . . . . 34
23.5 Right of Eminent IDnain Reserved; Purchase; Ownership. 35
~CN 24. PURCHASE OF '!HE ~y~.w.{ . . . .
24.1 Right Of First Refusal. . . . . . . . .
24.2 Continuing Right 'Ib Purchase. . . . . . .
~CN 25. FRANCHISE VIOIATIOOS - REMEDIES .
25.1 Administrative Rale:iies. ....
25.2 Civil Remedy. . . . . . . .
36
36
36
38
38
38
~CN 26. POLICE PGlERS RECXX;NIZED
39
~CN 27. CI:MPLIANCE wrm FEDERAL, STA'IE, .AND CXXlNTY lAWS; ~cr
OF IAWS; SEPARABII.ITY' . . . . . . . . . . . . . . .
27.1 ~lianoe Required. ...................
27.2 Federal, state and County Laws. . . . . . . . . . . . . . .
27.3 Conflicting Actions by Federal or state Agencies. . . . . .
27 .4 County Laws and Ordinances. . . . . . . . .
27.5 Separability. .
40
40
40
40
40
40
~CN 28. IEASED amNNELS
42
SECl'ICN 29. SERVICES .AND ~ . . . . 43
29.1 Services and Programning. . . . . . . . . . . . . . . 43
29.2 GoveI:nment Channel. . . . . . . . . . . . . . 43
29.3 Expansion of Govem Program Service. . . . . 44
29.4 Program Guides For Gove:rnnent Channel. . . . . . . . . . 44
29.5 IDcal. Programning Audience ~t. . . . . . 44
SEX:TICN 30. Aa:ESS SERVICES .AND cmNEX::l'ICNS . . . .
30.1 Free Residential Connection. .....
30.2 Multiple Free Residential Connection.
30.3 Access Equipment. . . . . . . . . . . .
45
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45
iv
Itonroe County/Tel Franchise Agreellent
SFrl'ICN 31. 00VERNMmT AOCESS ~ ~
SFrl'ICN 32. RA'IE AND 0lHER RmJIATICN
32 .1 Rates . .........
32.2 Franchise Regulation. . .
QIARGES, REFUNDS, AND
Defective Converters. .
Rebates And Refunds.
Catprt:ation Of Tllre.
SFrl'ICN 34. [RESERVED]
SFrl'ICN 33.
33.1
33.2
33.3
.....
. . . .
REBA'IES
......
. . . . . . . . . . .
.....
......
SFrl'IW 35. PAYMEm' OF FEES AND CDSTS 'ID 'mE FRANCHISE. .
35.1 Franchise Fee. .... . . . . . .
35.2 19>1icable Law. . . . . . . . . . .
35.3 Resolution of Disputes.
35.4 Payment 'lb Franchisor. .........
35.5 other Provisions Regarding Payments to the Franchisor.
35.6 Cooperation With Regulatory Proceedings.
. . . . . . .
SFrl'IW 36. SERVICE 'ID aJS'lDo!E:RS
36.1
36.2
36.3
36.4
36.5
36.6
36.7
36.8
36.9
. e.......
~ting Hours.
Adequate Funding/staffing.
Franchisee Office. .......
IDeal Telephone. ....
Written IDg. . . . .
Non-Discrimination. . . . . .
Ti.ne For Providing Service.
SUbscriber Infonnation. ....
standards For Custater Service.
. . . . . .
. . . . .
.....
SFrl'IW 37. EMPIDYMENT, TRAININ;, AND PROCUREMENT ~
37 .1 Enploynen.t. ......... . ~ '.' .
SFrl'IW 38. RIGHTS OF'INDIVlDJALS PROl'ECIED
38.1 Cable Tawing Prohibited. . .
38.2 Invasions of Privacy and of
Prohibited. . . . . . . . . .
38.3
38.4
38.5
38.6
38.7
. . . . . . . . .
Personal Rights
Sale of Personalized Data Restricted.
Pennission of Property OIImers Required.
Service Discrimination Prohibited.
RatDval Upon SUbscriber Request. ....
Handicap Accessibility. .
'. . .
SFrl'ICN 39. PUBLIC Wl'ICE . . .
. . . . . . . . .
SFrl'ICN 40. SERVICE OF Wl'ICE .
40.1 Notice 'Ib Franchisor.
. . . . . . . . .
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Iblroe CfYJIlty/TCI Franchise Agree.ent
Notice 'lb Franchisee.
Franchisee Resident Agent.
~CN 41. ux::ATICN OF FRANCHISEE'S ~
40.2
40.3
. . . . . . . . . . . . .
AND S'nIDlOO . . . . . . . . . . .
~CN 42. FRANCHISE AmINIS'lRATICN
~CN 43. IN'IERPRETATICN OF
43.1 Rights Retained.
43.2 Amendments. . . . . .
AGREEMENl' .
APPENDIX A
~CN SCHEDJIE:
~AND~ . . . . . . . . . . . . . . . . . . . . .
A. Qlnst:J:1.1ction......................
A.l Construction Schedules and ReJ:x>rts Req\.Iireflents.
a. Qlnstnlction Schedules. . . . .
b. Extension :requ:iraoonts. ....
c. Pennits and Authorizations. . . .
d. Progress ReJ:x>rts Requirenents. .........
e. Extensials of Ti..Jte. ...... . . . .
f. ~~. . . . . . . . . . .
g. Ranedies for Construction Delays.
1) Mlnetary Fbrfeiture. . . . . .
2) Reduction of Tenn or Tennination. .
h. Construction Pennits~. .
i. other Pennits and Franchises.
j. Joint Use of Poles. . . . .
k. Safety and \'<<>rkmanship. . . . . . . . .
A.2 tJrlcJe:rg:rolJ l?c>licy- . . . . . . . . . . . . . .
a. Installation and Relocation. . . . . . .
b. Ne'W Housing Developtelt and Subdivisions. ....
A.3 Construction Standards and Codes ... . . . . .
a. Good Engineering Practices. ........
b. Public Safety Req\.Iireflents. ........
A.4 Calpliance with Qlnstru.ction and other Codes. .
a. Qlunty Codes and Pennits. . . . . .
b. Safety Codes. _.__.................
c. AI1teI1nas and~. . . . . . . . . .
B.
d. Carpliance with Aviation Req\.Iireflents. . .
A.5 Inspection And Rectification. . . . . . .
Sys'ten Req\.Iireflen'ts. . . . . . . . . . .
B.l System Design and Architecture. . . . . . .
a. Basic Configuration. . . . .
b. Intercx>nnection. . . . . . . . . . . . . .
c. Fmergency- Alert Capability.
d. st:aIx:n::Jy' ~. . . . . .
e. Parental Control IDck. . . . .
vi
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68
68
69
69
69
69
ftonroe County/Tel Franchise Agree.ent
B.2
Teclmical Perfonnance standards,
Maintenance.
a. Perfonnance standards.
b. Testing.
c. Maintenance.
APPEmIX A-I
SY:'~ll!M MAP .
APPEmIX A-2
DIS'IRIBUTICN ::iY::i'll!M PERFORMAN:E
S'mNDARDS
APPENDIX A-3
'lES'l'IlC ~ AND PRCX:EOORES
A-3.1 System Proof Of Perfonnance.
A-3.2 Daily Olecks (Nonnal l'hrkdays).
a. picture Quality.
b. Autanated Services.
c. Signal level.
A-3.3 Weekly Olecks.
A-3. 4, M:>nthly <l1ecks.
A-3. 5 Semi-Annual Tests, Olecks And Inspections.
a. Antennas.
b. Proof Of Perfonnance.
c. Equi.prent Tests.
APPENDIX A-4: MAI:N'lENAlCE PRa;RAM
A-4.1 Preventive Maintenance.
A-4.2 Test Point Olecks.
A-4.3 Headend Testing.
A-4.4 Channelsjrevels Olecking.
A-4.5 Signal Ieakage.,__.
A-4.6 Mechanical Maintenance.
. ~ ..
0,
APPENDIX B:
LI~ IWW;ES FOR FRANCEIISE VIOIATICNS
APPENDIX C:
C-l.
C-2.
C-3.
SUBSCRIBER PRmRAM SERVICE
Basic SUbscriber Television Services 0
Eoonany Basic SUbscriber Services.
Enhanced SUbscriber Services
C- 3.1 Premium Services.
C-3.2 Premium FM Services.
APPENDIX D:
D-l.
~ SERVICE POLICY AND SUPPORT FACILITIES
B:rr..L:IN; PROCEIXJRES.
D-l.A Itemized Bill.
D-l. B lAle Date For Bill.
D-l. C Discxmnect And Late Charges.
D-l. D Notice Of Disronnection.
vii
Testing
and
69
69
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70
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73
75
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78
80
84
84
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87
89
89
89
89
89
89
Itonroe County/Ttl Fl"ancMse Agl"eeeent
D-l.E Reconnect Charges. ................. 89
D-1.F Changes In Charges, Rates, And/Or Progranming. 89
D-l.G.~ Charges. .......... . . . . . 89
D-1.H Refunds For Changes In Or Failure 'lb Provide
~;""IT. . . . . . 90
"- ~~~&~ ..........
D-1. I }obney Back Guarantee. ........ 90
D-1.J Refund paynents. ........... 90
0-2. ClJS'lt:MER SERVICE PRu.:l!;wl(l!;S, E2\CllaITlES, AND STAFFnG. 91
D-2.A ~cy Service Calls And Responses. 91
D-2.B Office And Telepxme Availability. . 91
D- 2. C Telephone Call Response Tine. . . . . . . . . . 91
D-2.D CUstaner Service Center Availability. 91
D-2.E Installation And Service Calls. . . . 91
viii
, I
Ib1roe County/TCI Franchise Agree.ent
SEX:TICN 1. PURPOSE AND IN'IENT: GRANT OF RENEWAL OF FRANCHISE
, , 3
'ffiIS AGRE:IM!Nr made and entered into the /9~;' day of JtLn, ,~,
by and between the Board Of County Conrnissioners of M::>nroe County, Flo~
pursuant to its authority under Chapter 125, Florida Statutes, having its
principal office at County Administrative Office Building, Wing II, Stock
Island, Key West, Florida 33040 (hereinafter sometimes referred to as the
"County", or the "Franchisor") and 'leI Cablevision of Florida, Inc., having
its local office at 1700 N. Roosevelt BouleVard, Key West, Florida 33040
(hereinafter referred to as the "Franchisee").
WHEREAS, the County, pursuant to M::>nroe County Ordinance 009-1989 and
the applicable laws of the State of Florida, is authorized to grant or renew
one or nore non-exclusive Franchises to operate, construct, maintain and/or
reconstruct a cable television system within the County; and
WHEREAS, the County has received a request and proposal from the
Franchisee for renewal of its Franchise to operate and maintain its cable
television system in the County; and
WHEREAS, the County has, following required reasonable notice,
conducted full public hearings, affording all persons reasonable opportunity
to be heard, which proceedings were concerned with the analysis and
consideration of the technical ability, financial condition, legal
qualifications and general character of the Franchisee; and
WHEREAS, the County, after such consideration, analysis and
deliberation, has approved and found sufficient the technical ability,
financial condition, legal qualifications and character of the Franchisee;
and
WHEREAS, the County has also considered and analyzed the plans of the
Franchisee for the continued operation and maintenance of its cable
television system and found the same to be adequate and feasible in view of
the needs and requirements of the County and its residents; and
WHEREAS, the Board of County Corrrnissioners has detennined that it is in
the best interests of and consistent with the health, safety and welfare of
the County to grant a renewal of its Franchise to the Franchisee for
continued operation of its cable cornnunications system within the confines of
the County, and on the terms and conditions hereinafter set forth; and
WHEREAS, the Franchisee has agreed to be bound by the conditions
hereinafter set forth;
N:M, 'IHEREFORE, in consideration of the granting of a renewal of its
Franchise pursuant to this Agreement, the Franchisee hereby promises to
corrply with the provisions of this Agreement. In consideration of the
Franchisee's promises, the County hereby grants to the Franchisee a Franchise
1
pursuant to this Agreement.
2
Itonroe CoAlnty/TCl Franchise Agree.ent
.
tIonroe CCUnty/TCI Franchise Agreetleflt
SECl'Irn 2. TITrE
This Agreement may be referred to as "The M:>nroe County Cable
Contnunications Franchise Renewal Agreement."
3
Monroe County/TCI Franchise Agree.ent
~CN 3. DEFINITIa-lS
For the purpose of this Franchise the following tenns, phrases, \t,/Qrds
and their derivations shall have the meaning set forth herein. When not
inconsistent with the context, words used in the present tense include the
future tense; \t,/Qrds in the plural number include the singular number; and
words in the singular number include the plural number. The word "shall" is
mandatory and the word "may" is permissive. Words not defined shall be given
their comron and ordinary meaning.
3.1 "Basic SUbscriber Television Service" means that tier of service
which shall be available to all subscribers and which shall include the
retransmission of local television broadcast signals including any public,
educational and <})ve:rnmental channels required by the tenns thereof.
3.2 "Broadcast Signal" means a television or radio signal that is
transmitted over the air by a television or radio station licensed by the
Federal Corrmunications Comnission (FCC) as a broadcast facility. As used in
this Agreement, "broadcast signal" does not include a direct broadcast
satellite signal (DBS).
3.3 "Cable Act" means the federal Cable Corrmunications Policy Act of
1984, and any amendments thereto.
3.4 "Cable Camumications Systan", "Cable Television System", "Cable
Systan", or "Systan" means, and may be used interchangeably to mean, a system
of antennas, cables, amplifiers, towers, microwave links, satellite earth
receiving station, cablecasting studios, and other conductors, converters,
equipnent or facilities designed and constructed for the primary purpose of
receiving and/or distributing video prograrrrning to home subscribers, and such
additional purposes as producing, receiving, amplifying, storing, processing,
or distributing audio, video, digital, data or other fonns of electronic,
electrical and/or telephonic signals.
3.5 "Olannel "means a specified frequency band which in a cable
corrmunications system carries either one (1) standard television or video
signal, a number of audio, digital or other non-video signals, or same
combination of signals.
3.6 "Connty" or "Franchisor" means the Connty of M::mroe, State of
Florida, as represented by the Board of County Comnissioners, or any 00ard,
authority, bureau, conmission, department, County Administrator, or any other
entity acting on behalf of the County within the scope of the jurisdiction of
the County of Monroe.
3.7 "Closed Circuit Olannel" means any channel which is available
only to subscribers who are provided with a special converter or tenninal
equipnent to receive signals on that channel.
4
~roe County/TCI Franchise Agr~t
3.8 "Ccmrercial Channel" or "Ccmnercial Access Charmel" means any
channel or portion of a channel available for conrnercial lease for video
progranming by persons or entities other than the Franchisee.
3.9 "Ccmnercial SUbscriber" means a subscriber who receives a service
in a place of business where the service nay be utilized in connection with
a business, trade, or profession.
3 .10 "Construction PeDnit" or "PeDnit" means that authorization which
a Franchisee must obtain from the County for construction, installation or
other use of the public ways.
3.11 "Construction Area(s) " means those geographical areas into which
the Franchise territory nay be divided for the purposes of scheduling
construction, testing and the comnencement of service.
3.12 "Converter" means an electronic device which converts signal
carriers from one form to another.
3.13 "Educational Channel" or "Educational Access Channel" means a
channel where educational institutions are the primary designated
prograrrmers .
3.14 "Enhanced SUbscriber SeI:vice" means any service or package of
services not included in "Basic Subscriber Television Service" funrished over
the subscriber system for which Franchisee i.rrposes a per channel, per unit,
or per package charge, and each interactive service.
3.15 "Existing And Expanded SeI:vice Area" means, for "Existing Service
Area", that area delineated in the nap attached hereto as Appendix A-l and is
that part of the Service Area (as defined below) in which the system plant
has been activated and service is being provided to subscribers; and for
"Expanded Service Area", means that part of the Service Area delineated in
Appendix A-l to which' the system plant has not been extended and in which no
service is available to residents or to which the system plant has been
extended but has not been activated.
3.16 "FCC" means the Federal Conmunications Comnission and/or any duly
established federal agency succeeding to its jurisdiction pertaining to cable
television services and facilities.
3.17 "Franchise", "Franchise Agreenent", or "Agreenent" means this
Agreement, the enabling or adopting Ordinance of the County relating to this
Agreement as nay be amended from time to time, together with the appendices
and exhibits provided for herein neg:>tiated and agreed to by the parties, and
such others as the parties nay agree upon, and the nonexclusive rights
granted hereby to construct and operate a cable corrmunications system along
the public ways of the County of M:>nroe.
5
Itonroe County/Tel Franchise Agree.ent
3.18 "Govel:Iment Channel" means any channel where local government
agencies are the prirrary designated programmers.
3.19 "Grantee" or "Franchisee" means 'IeI Cablevision of Florida, Inc.,
to which is granted the rights and privileges set forth in this Agreement to
ronstruct and operate a cable carrmunications system within the County of
~nroe, including their lawful successo~s, transferees or assignees.
3.20 "Grantor" means the County of ~nroe, State of Florida as
represented by the Board Of County Comnissioners or any delegate acting
within the srope of the jurisdiction of the County of ~nroe.
3.21 "Gross Annual Revenues" means the annual gross revenues received
by the Franchisee from the operation of the cable system within the Franchise
ares (i. e., the Existing And Expanded Service Areas as defined herein),
lllCLtiding all of the sources of revenue from all services, without exception,
current and future but excluding any sales, excise or other taxes rollected
for direct pass-through to local, state, or federal governments ,.
3.22 "Headend( s)" means those locations and installations at which the
off-air receiving antennas, final link microwave receivers, and earth
receiving stations are generally located, or in any event where the signals
from all such sources are combined and processed for distribution throughout
the cable COII1Tll.1Dications system.
3.23 "Installation" means the making of a ronnection of the systems
feeder cable to tenninals on the subscriber's premises for the provision of
service.
3.24 "Interactive Service" means any service which offers to
subscribers the capability of both receiving and transmitting signals of any
kind over the system.
3.25 "Franchise Fee" means the fee paid by the Franchisee to the
Franchisor in ronsideration of the use of the public ways and to defray rosts
incident to regulation by the County of the services and facilities of a
cable comnuni.cations system.
3.26 "IDeal Origination Channel" means any channel where the
. Franchisee is the prirrary designated programmer.
3.27 "Nonbroadcast Systan" means a signal that is transmitted by
means of a cable a:mmmi.cations system, which is not involved in an over-the-
air broadcast transmission path.
3.28 "Parties" means the Franchisor and the Franchisee.
3.29 "Pay-Cable" or "Pa~levision" means the delivery to subscribers
over the cable corrmunications system of television signals for a fee or
6
Itonroe County/Tel Franchise Agreellef'lt
charge to subscribers over and al:ove, or independent of, the charge for basic
subscriber television service, on a per program, per charmel, per package, or
other subscription basis.
.3.30 "Person" means an individual, partnership, association,
organization, corporation, other legal entity, or any lawful successor,
transferee or assignee of, said individual, partnership, association,
organization, corporation or other legal entity.
3.31 "P.rogranmer" means a person or entity who or which produces, or
otherwise provides, program ma.terial or infonnation for transmission by
video, audio, digital, or other signals, either live, from recorded tapes, or
from other storage media, to subscribers by means of the cable a:mmuni.cations
system. '
3.32 "Public Access Channel" means any channel where any member of the
general public or any noncamnercial organization ma.y be a progranmer on tenns
and conditions specified in writing and subject to prior approval by Grantor.
3.33 "PUblic Ways" means an abbreviated term enc:artpassing the surface
of and space below any and all public ways and places in the County of
M:>nroe, including without limitation all public streets" ways, lanes, alleys,
parkways, bridges, tunnels or highways, and all property with respect to
which the County has, or hereafter acquires, an easenent or right of way.
3.34 "Residential SUbscriber" means a subscriber who receives a
service in an individual dwelling unit where the service is not being
utilized in connection with a business, trade, or profession.
3.35 "Section" means any section, subsection, or provision of this
Agreement.
3.36 "Service Area" or "Franchise Territory" means the boUndaries of
M:>nroe County and participating municipalities and shall include any
additions thereto by armexation.
3.37 "Service Tier" or "Tier" means a grouping of services provided on
the cable system by the Franchisee to subscribers at a charge applicable for
that specific group.
3.38 "State" means the State of Florida or any lawful entity acting on
behalf of the State of Florida, within the scope of its jurisdiction.
3.39 "SUbscriber" means any person, firm, corporation, partnership or
other entity who or which elects to subscribe to, and lawfully receive for
any purpose, a service provided by the Franchisee by means of, or in
connection with, the cable corrrnunications system.
3.40 "SUbscriber Base" means the number of occupied residential
7
Konroe County/TCI Franchise Agr~t
dwellings and conmercial establishments within the County of
M::>nroe whose residents have the existing and/or a future ability
to subscribe to and receive cable television services.
3.41 "SUbscriber System" means that cable comnunications facility
designated and used primarily to furnish basic subscriber television and
other services to residential subscribers.
3.42 "Transferor" or "Assignor" means a Franchisee proposing to
transfer control of the Franchise by any means whatsoever, or to assign the
Franchise to another legal entity. This Agreement and Franchise is equal 1 y
applicable in either case. As used herein the terms are interchangeable and
each includes the other. Similarly the paired terms "transferee" and
"assignee", and "transfer" and "assignment" are interchangeable within the
pairing and each term within the pair includes the other.
8
Itonroe Ccunty/TCl Franchise Agree.ent
SECrICN 4. GRANT OF AImmITY
4.1 Franchise Renewal. There is hereby granted by the Franchisor to
the Franchisee a renewal of the Franchisee's Franchise to operate, maintain,
own, expand, construct and/or reconstruct its cable television system for the
entire area of the County such renewal being subject to the tenns, conditions
and restrictions as hereinafter provided.
4.2 Renewal Tenn. The renewal of Franchisee's non-exclusive
Franchise is granted in order to pronote the public health, safety and
general welfare, provide for responsible use of public rights of way, to
foster maximum availability of cable television service to as many residents
of the County as is economically and technically feasible and which will
provide for high quality services at reasonable rates, and pursuant to the
authority expressed in M::>nroe County Ordinance 009-1989 and applicable laws
of the State of Florida, and is for a period of fifteen (15) years from and
after the date upon which Franchisee's current and existing Franchise
expires.
4.3 Non-Exclusive Franchise. The grant of this non-exclusive
Franchise is expressly conditioned on the operation, maintenance,
construction and/or reconstruction of the cable television system by the
Franchisee which shall be obligated to and liable for the performance and
satisfaction of all tenns, conditions, obligations, representations and/or
warranties, express or implied, within this Agreement.
4.4 No Eminent JX.rnain Power. No privilege or power of eminent domain
is bestowed upon the Franchisee by the tenns of this Agreement or the grant
of authority pursuant thereto.
4.5 Franchisor Not Bound 'Ib Renew. The Franchisor by granting
renewal of this non-exclusive Franchise shall, Subject to Section 626 of the
Cable Act, in no way be bound to further renew or extend the Franchise to
allow the Franchisee -to continue to operate the cable television system upon
the expiration of the ,Franchisee's renewal term.
9
Itonroe County/TCI F..anchise Ag..~t
SECl'Ial 5. AI1IlDUTY!CI' EXCWSIVE
The renewal of Franchisee's Franchise and the grant of authority
thereto for use of County streets, sidewalks and other public easements and
public ways is non-exclusive and does not establish priority for use over
other Franchise holders, pennit holders, and the Franchisor's own use of
public property. Additionally, the Franchisee shall respect the rights and
property of the Franchisor and other authorized users of streets, sidewalks
and other public easements and public ways.
10
fIonroe County/TCI Franchise Agreetlel'lt
~CN 6. ~ AND ACCEPTANcE
6.1 Franchisee Bound. Franchisee agrees to be bound by all the terms
and oonditions oontained herein, as evidenced by filing with the Franchisor
an executed oopy of this Franchise Renewal Agreement, which shall ,be
acknowledged and accepted by, or on behalf of the Franchisee.
-------
' "
6.2 Franchisee Agree:ueIIL. Unless otherwise specified in this
Franchise Renewal Agreement, the Franchisee also agrees to provide all
se1:Vices and meet all requirements of:
A. M:>nroe County Ordinance 009-;;;
B. The Exhibits attached hereto
6.3 Inoonsistencies. By acceptance of the renewal of Franchise
granted herein, Franchisee specifically agrees that all requirements in
M::mroe County Ordinance 009-1989 are hereby inoo:rporated by reference
and made a part of this Franchise Renewal Agreement; provided, however,
that where inoonsistencies exist between the provisions of M::mroe
County Ordinance 009-1989 and this Agreement, priority of
interpretation shall be given to this Agreement.
11
Monroe ~~y/TCI Franch;se Agree.en~
SECl'ICN 7. RIGHT OF FRANCHIOOR 'ill ISSUE RENEWAL OF FRANCHISE AND
PRESERVATICN OF RIGHTS AND BENEFITS
7.1 Changes In Laws. In consideration of the Franchisor's renewal of
its Franchise and the conferring of the right to operate and maintain a cable
television system, Franchisee understands that the Franchise is being issued
pursuant to Federal, State, and County law as it now exists and agrees that
in the event of changes in such laws after the Effective Date which conflict
with the terms, requirements and service obligations of the Franchise, the
Franchisee shall negotiate in good faith to replace any such affected
provisions of the Franchise in a manner that will attempt to maintain the
public benefits derived from this Agreement.
7.2 No Challenge. The Franchisee agrees that it will not challenge
the Franchisor in any court of c::orrpetent jurisdiction with regard to any
requirement of this Agreement grandfathered pursuant to the Cable Act.
12
Itonroe COUnty/Tel Franchise Agr~t
~CN 8. ~~n:n\1E DME OF FRANCHISE RENDlAL AND
~ DA'lES
8.1 Effective Date. The effective date of the renewal of
Franchisee's Franchise shall be the date upon which Franchisee's current and
existing Franchise expires; however, unless otherwise specified in this
Agreement, all perfonnance dates shall run frornthe date of the execution of
this Agreement by Franchisor and its acceptance by Franchisee.
8.2 Tille Limits. Any resource conmitrnents made by the Franchisee
shall be delivered or otherwise placed in operation within the times
specified in this Agreement, or within fifty-four (54) m::mths from the date
of the Franchise, if not otherwise provided for in this Agreement.
13
Itonroe COU1ty/TCI Franchise Agr~t
SEX:.'TICN 9. TIME IS OF '!HE ESSENCE '10 'lliIS llGREEMENl'
Whenever the Agreement shall set forth any time for an act to l:le
perfonned by or on behalf of the parties, such time shall l:le deemed of the
essence.
14
Itonroe County/TCI Franchise Agr~t
SEX:'l'ICN 10. a:MPARABIE FRANCHISE 'IERMS
10.1 Same Or Better Features. The Franchisee shall provide the same
or better features in the County System as it offers to any other county or
nnmicipality in which the Franchisee, its parent corporation or any
subsidiary or affiliated entity owns and operates a cable television system
that is not participating in the County -Franchise. ,-SUch features shall
include but not necessarily be limited to: expansion, extension or
conmit:rnents to serve geographic areas; per capita, per subscriber, or per
revenue support for cx:mnuni.ty prograrnning; rates for home and institutional
subscribers, consumer servicing programs, policies, discounts and/or rebates,
etc.; provided, however, that the terms of their provisions shall not be
applicable upon a showing by Franchisee that such features and services are
not comnercially, economically or technically feasible ~nroe County.
10.2 System Franchise Renewals Elsewhere~~thin. thirty (30) days
upon written request of the Franchisor, provide a copy of the Issuance or
Renewal of any Franchise Agreement, which issuance or renewal, is subsequent
to the date of execution of this Agreement, and is granted to the Franchisee
for the operation of a cable television system within any county or
nnmicipality in the State of Florida.
15
~roe County/TCI Franchise Agr~t
SOCTICN 11. EXPANSICN AND rocrENSICN OF CABIE SY~l~
11.1 General. The Franchisee shall provide cable service throughout
the Service Area as shown on the nap designated Appendix A-1 to Exhibit A
hereto and whenever Franchisee shall receive a request for service from at
least twenty-five (25) subscribers within 5,280 cable-bearing or land feet
(one mile) of its trunk or distribution cable..- This service shall be
provided at no rost to said subscribers for system expansion other than for
usual rormection fees, and the Franchisee shall meet or exceed all the
naterial ronstruction and service requirements set out in this Agreement.
11.2 Subscriber Charges For Extension Of Sel:vice. No Subscriber shall
be refused service arbitrarily. However, for unusual circumstances, such as
Subscriber's request to locate his cable drop underground, existence of rrore
than one hundred ( 150 ) feet of distance from distribution of cable to
ronnection of service to Subscribers, or a density of less than twenty-five
(25) Subscribers per 5,280 cable-bearing strand or land feet of trunk or
distribution cable, Cable Service or other service nay be nade available on
the basis of a capital rontribution in aid of ronstruction, including rost of
naterial, labor, and easements. For the purpose of detennining the anount of
capital rontribution in aid of ronstruction to be borne by Franchisee and
Subscribers in the area in which Cable Service nay be expanded, Franchisee
will rontribute an anount equal to the ronstruction and other rosts per mile,
multiplied by a fraction whose numerator equals the actual number of
potential Subscribers per 5,280 cable-bearing strand feet of its trunk or
distribution cable, and whose denominator equals twenty-five (25)
subscribers. Potential Subscribers will bear the remainder of the
ronstruction and other rosts on a pro rata basis. Franchisee nay require
that the payment of the capital rontribution in aid of ronstruction borne by
such potential Subscribers be paid in advance.
11.3 Provision Of Residential Service. New residences in active cable
areas within the Expanded Service area shall be offered service within 90
days after occupancy and request for service.
11.4 PernlitS'. The Franchisee shall apply to the FCC, any State
agency, any County agency, any appropriate utility c:onpanies, any City
agency, and to the Franchisor for all necesscrry pennits, authorizations or
registrations necesscrry for ronstruction of the cable system within the
Expanded Service Area. All such applications shall be nade to ensure that
the necesscrry pennits will be granted in time to pennit c:onpliance with the
Franchisee's ronstruction schedule, attached hereto and inrorporated by
reference as H~ A. II A ropy of all such pennits and licenses shall be
naintained at Franchisee's local office and shall be nade available for
inspection and copying at Franchisor's request. Failure of the Franchisee to
apply for such necesscrry pennits, authorizations or registrations shall be,
absent a determination by the Franchisor that such delay was not reasonably
foreseeable and/or beyond the Franchisee's control, grounds for the
Franchisor to exercise any right it nay have in the Franchise and for the
16
Iblroe County/Tel Franchise Agree.ent
i.rrposition by Franchisor of any remedies provided for in this Agreement.
11.5 Delay in Construction. Franchisor may at its sole option enforce
any and all of the following measures either singly or in conjunction with
any or all other penalties in connection with delays in system construction
within the Expanded Service Area due to causes which are within the
Franchisee's reasonable control or which are, rea50nablyu foreseeable:
A. Call against the corporate security, as provided for in
Section 18.4 of this Agreement, for delays which cumulate to one (1) year or
nore and/or tenninate the Franchise.
B. Assessment of danages against the corporate surety. If,
after three (3) nonths from the date of a request for extension of service
pursuant to Paragraph 11.1 and 11. 2, the Franchisee has not corrrrenced
construction or if the Franchisee has not met the construction schedule and
service deadlines for such construction within fifteen (15) days of written
notice of such failure from Franchisor, the following liquidated danages
shall apply:
1. Inasmuch as any danages sustained by such delay will be
substantial and serious, and because they will be difficult, if not
i.rrpossible, to ascertain with particularity and to prove, in the event of
such delays in construction as stated herein, Franchisee agrees to pay
Franchisor an arrount not to exceed 'l\vo Thousand D:>llars ($2,000) per day as
liquidated danages, and not as a penalty, for each day of delay.
2. In assessing the danages, Franchisor shall take into
account whether construction delays are isolated cases or represent a pattern
of delay throughout the Franchise area.
11.6 PI:uvi.sian of Residential Service. New residences in active cable
areas within the Service Area shall be offered service within ninety (90)
days after occupancy.
17
Itonroe County/TtI Fr-anchise Agr---.t
~CN 12. ~CN ~ FtR ANY EXPANDED SERVICE ARFA
12.1 Right of Inspection of Construction. Franchisor shall have the
right to inspect all construction or installation \\lOrk perfonnecl and to make
such tests as it shall find necessary to insure a:::mpliance with the tenns of
the Franchise and other pertinent provisions of law.
12.2 Installation And Construction Manual. Franchisee shall maintain
a copy of its installation and construction manual for service to the
Expanded and EXisting Service Area, to be made available for revie\tl and use
by Franchisor. Any updates or changes in the installation and construction
manual shall be associated. with and made a part of the foregJing manual
within thirty (30) days of such update or change.
12.3 Public Service Catpany Agrl:::lt2lents. Copies of all public service
COII'p3Ily Agreerrents or contracts, including pole attachment Agreenents (See
Exhibit A), shall be filed. and maintained. at Franchisee's local office within
thirty (30) days of securing the Agreement or contract and shall be made
available for revie\tl and use by Franchisor.
12.4 Construction in Rights-of-way; Blanket Penni.t. It shall be a
violation of this Agreerrent for the Franchisee or any other person acting on
its behalf to obstruct, open or otherwise distUIb the surface of any street,
sidewalk, driveway, public way or other public place, except in the event of
emergencies, for any purpose whatsoever without obtaining approval to do so
fran the appropriate governmental authority, which approval shall not be
unreasonably withheld. Any violation of this Section shall be deemed a
~er~aDbreach of this Agreement and shall subject the Franchisee to all
sures and remedies which are available to the Franchisor.
12.5 Safety and Restoration. Any obstruction, opening, or disturbance
of any street, sidewalk, drive\tlay, public way or other public place shall be
properly guarded by adequate barriers, lights, signals and Warnings to
prevent danger to any person or vehicle. The Franchisee shall restore any
street, sidewalk, driveway, public way or other public place it has disturbed
to the same condition it was in, prior to its disturbance. Franchisee shall,
at its own cost and expense, restore and replace any other property
disturbed, damaged or in any way injured by or on account of its activities,
to as good condition as said property was in imnecliately prior to the
disturbances, damage or injury. If the Franchisee fails to a:::mply with the
requirements of the preceding sentences within thirty (30) days following
written derrand by the Franchisor, the Franchisor may cause such work to be
done and may withdraw an anount equal to the cost of such \\lOrk from the
Security Fund provided for in this Agreement, and the Franchisee shall
restore the funds so withdrawn in accordance with the tenns of this
Agreement.
12.6 Relocation Cable Facilities. The Franchisee shall, at its own
cost and expense, protect, support, terrporarily disconnect, relocate in the
18
Itonroe County/Tel Franchise Agreellef1t
same street or other public place, or rerrove from said street or public
place, any of its property when required to do so by the Franchisor because
of: street or other public excavationj constructionj repair, regrading or
gradingj traffic conditionsj installation of sewers, drains or water pipes;
Franchisor-owned power or signal lines j tracks; vacation or relocation of
streets or any other type of inprovernent necessary for the public health,
safety or welfare.
12.7 Proper Maintenance Required. The Franchisee shall naintain all
wires, conduits, cables, and other real and personal property and facilities
in good condition, order and repair.
12.8 staging Maps, As-Built Maps, and l-tmthly Report. The Franchisee
shall prepare naps which show the geographic units by which the cable system
in any Expanded Se:rvice Area will be constructed and energized, as required
in Exhibit A.
A. A set of such naps shall be nade available to the
Franchisor within three (3) rronths of the Effective Date of this Agreement
award, and revised naps shall be available to the Franchisor as changes are
nade by the Franchisee as required in ~ A.
B. The Franchisee shall advise the Franchisor up::m <Xlllpletion
of construction pursuant to the construction schedule and shall file such
interim construction status reports as the Franchisor nay request.
Franchisor nay, at its option, require reasonable changes to the reporting
process as it deems necessary.
12.9 Existing Facilities in the Expanded Service Area. Franchisee
shall utilize existing poles, conduits and other facilities whenever
possible, by negotiating Agreements with the public se:rvice companies owning
such facilities, and shall not construct or install any new, different or
additional poles, conduit or other facilities, whether on public property or
on privately owned property, until the written approval of the Franchisor is
obtained, which approval shall not be unreasonably withheld. Written
permission must be obtained. for use of private property.
12.10 Carpliance with Codes, Rules and Regulations. The construction
, and rraintenance of the Franchisee I s Cable System throughout the County shall
be subject to all applicable State and County rules and regulations. The
Franchisee shall comply with the technical and performmce standards set
forth by the FCC Rules And Regulations.
A. The Franchisee shall comply with the provJ..sJ..ons of the
National Electrical Safety Code as prepared by the National Bureau of
Standards, the National Electrical Code of the National Board of Fire
Undenvriters, the Bell Telephone System's Code of Pole Line Construction, and
all applicable rules, regulations, and ordinances of MJnroe County; and
19
Itonroe COU'Ity/TCI Franchise Agree.ent
B. All cables and wires shall be installed parallel with
existing telephone and electric utility wires wherever tx>ssible.
12.11 street Construction by County. The Franchisor shall notify the
Franchisee of street improvements where paving, regrading, grading or
resurfacing of a permanent nature is involved which would affect. the cable
system at the same time it notifies all similarly affected enti~s.
A. Said notice shall describe the nature and character of
said improvements, the streets utx>n which they shall be made, the extent of
the improvements and the work schedule for the project.
B. The Franchisor shall allow the Franchisee the same time
allowed to any other affected entities to make such additions, alterations,
or repairs to its facilities as the Franchisee deems necessary in advance of
the Franchisor's cornnencement of said improvements so as to permit the
Franchisee to maintain continuity of service.
c. Notice shall be given as provided herein.
12.12 MJvi.ng Buildings. The Franchisee shall, at the request of any
person holding a permit to nove a building, temporarily raise or lower its
wires to permit the noving of said building within fifteen (15) business days
of such request.
A. SUch temporary rerroval, raising or lowering of wires shall
be at the sole cost and expense of the person requesting same, and the
Franchisee shall have the authority to request payment for the same in
advance before complying with such request.
B. Any person making such a request from the Franchisee shall
give not less than fifteen (15) business days notice of the contemplated
nove.
C. Any interruption in service occasioned by the temporary
rerroval, ralslng or lowering of the Franchisee's wires in accordance with
this Subsection shall not subject the Franchisee to any remedy provided in
this Agreement. Any interruption of service occasioned under the provisions
of this Subsection shall be done outside of prime time so far as reasonably
tx>ssible (Le., 7 :00 p.m. to 11: 00 p.m., local time), and to the extent it is
within Franchisee's control, unless otherwise authorized by the Franchisor.
12.13 Franchisor Use of Franchisee's Poles. The Franchisor shall have
the right during the tenn of this Agreement and any extension or renewal
thereof to install and maintain free of charge upon the poles of the
Franchisee, any wire, equipnent and pole fixtures that do not unreasonably
interfere with the present and future cable system operations of the
Franchisee, and, provided that the Franchisor holds the Franchisee hannless
against and from all claims, demands, costs or liabilities of every kind and
20
Itonroe CCAInty/TCI Franch;se Agreetleflt
nature whatsoever arl.smg out of such use of said poles or conduits,
including, but not limited to, reasonable attorney's fees and costs.
21
ftonroe County/TCI Franchise Agr~t
SECl'Irn 13. ~rn AND cnffi'IRIJCTIrn CDSTS
13.1 Franchisee's Cbligation. In the event of the relocation,
constnlction, reconstruction and maintenance or repair by the Franchisor of
any of its facilities or services now owned or hereafter acxpi.red (including
but not limited to any street, alley or other romnunication, civil defense
system or traffic control facilities or any part thereof), or in the event
that access to any street, alley or other public place to or from any
property of the County is required, and it is necessary to IIDve, alter or
relocate, either permanently or terrporarily, any of the Franchisee's property
or part thereof on public property, public rights-of-way or public easements
(including but not limited to, posts, poles, wires, manholes, ducts, cables,
conduits, electrical conductors, fixtures, appliances, and appurtenances), in
order for the Franchisor to relocate, construct, reconstruct, maintain or
repair sewer or electric, water, fire alann, police comnunication, civil
defense system or traffic control facility, or any part thereof, or to obtain
access to or from such property, upon notice from the Franchisor, the
Franchisee will IIDve, relocate, or otherwise alter any such property or part
thereof, at a cost pursuant to nonnal procedures of M:>nroe County; and should
the Franchisee fail, refuse or neglect to comply with such notice, such
property or part thereof may be renoved, altered or relocated by the
Franchisor at the sole cost of the Franchisee, and the Franchisor shall not
be liable to the Franchisee for damages resulting from such renoval,
alteration or relocation. The Franchisee agrees, as a condition of this
Agreement, that it will do everything reasonably necessary, in a timely
manner, to prevent any delays in Franchisor construction projects.
13.2 E)rergencies; Franchisor Non-Liability. If, at any time in case
of fire, disaster, or other emergency, it shall appear necessary in the
judgment of the Franchisor to cut, IIDve, or otherwise interfere with any of
the wires, cables, amplifiers, appliances or appurtenances thereto, of the
Franchisee, the Franchisor shall not be liable for any in jury or damage to
such property and equipnent of the Franchisee as a result of such cutting,
IIDVing or interfering, except those caused by the negligent or unlawful acts
of the Franchisor, its agents and/or errployees.
22
Itonroe County/TCl F..anch;se Ag..eetIeOt
SEX:TICN 14. CJ:.FAR. ACCESS-wAYS
14.1 Treesjvegetation Clearing. The Franchisee may trim trees or
other vegetation owned by the Franchisor to prevent their branches or leaves
from touching or othe:rwise interfering with its wires, cables or other
structures.
A. All trimning or pruning provided herein shall be done only
rmder the supervision and direction of the Franchisor and only with its prior
approval, except in case of emergency. If trees to be trinmed are within a
participating municipality, approval of the municipality shall be secured,
except in case of emergency.
B. All trimning or pruning shall be at the sole reasonable
cost of the Franchisee.
C. The Franchisee may contract for said trircming or pruning
services with any person approved by the Franchisor prior to the rendering of
said services. Any person engaged by the Franchisee to provide tree trimning
or pruning services shall be deemed, for the purpose of this Agreement, to be
an agent acting for and in behalf of the Franchisee when engaged in said
activity.
.14.2 Q'..mer's Written PeImi.ssion. The Franchisee shall obtain the
written pennission of the owner of any privately owned tree or other
vegetation before it trims or prunes the same, rmless othe:rwise provided by
the right-i:>f-way Agreement.
23
Itonroe CccJnty/TCI Fr-anchise Agr-ee.ent
SECl'IOO 15. 'I2\XES
Nothing contained in this Agreement shall be construed to exempt the
Franchisee from any tax, levy or assessment which is or may be hereafter
authorized by law.
24
Ib'troe Cr:A6lty/TCI Franch;se Agr~t
~rn 16. 'lRANSFER OF RIGHTS
16.1 No Transfer. The Franchise renewed and granted herein shall be
a privilege personal to the Franchisee. No interest in the Franchise shall
be directly or indirectly transferred or assigned without the prior approval
of the Franchisor.
16.2 Acts DeerBi'lb Be Transfer. For the purposes of this Section, a
merger, or consolidation, or the formulation of a joint venture or
partnership with a third party in which entity Franchisee is also a party
and/or participant shall be deemed a transfer or assignment subject to the
provisions of this Section and shall not be entered. into or consurrmated.
without the prior approval of the Franchisor.
16.3 Change Of Franchisee OWnership. During the term of this
Agreement, Franchisee shall not transfer, assign, sell, exchange, release or
otherwise dispose or pennit such transfer, assignment, sale, exchange,
release or disposition of forty-nine percent (49%) or rrore of the ownership
and control of Franchisee without the prior approval of the Franchisor;
provided, however, the transfer of any ownership or other interests which
constitutes a transfer of control of the Franchisee shall not be made without
prior approval of the Franchisor; provided. further however, the assignment
of the Franchise to an entity which is wholly owned or controlled by
Franchisee or to Franchisee's parent corporation or an entity wholly owned or
controlled by such parent and/or is a wholly intra-rorporate transfer or
assignment by and between the Franchisee and its parent corporation or a
wholly-owned and/or controlled subsidiary thereof may be made without further
approval of the Franchisor provided that there has been no change in rrore
than forty-nine percent (49%) of the ownership of either the Franchisee or
its parent corporation at the time of such transfer.
16.4 Awlication For TransferjAssigrment. Applications for transfer
or assignment, except for those described in Paragraph 16.3 of this Section,
shall be filed. with Franchisor at least ninety (90) days prior to any
proposed transfer or assignment, shall be accompanied. by a transfer
application fee of Five Thousand IX>llars ($5,000.00), such fee to be paid by
the transferee or assignee, and shall be in a form required by Franchisor to
provide infornation necessary for Franchisor to determine that the proposed
transferee(s) or assignee(s) is legally, financially, technically and
otherwise qualified to maintain and operate the cable system for the
remaining term of the Franchise and to assume, and be boill1d by all of the
provisions, tenns, conditions, obligations, and limitations of this
Agreement.
16.5 ld:litional Info:rmation Required. Franchisee and any proposed
transferee or assignee shall provide to Franchisor such additional
infornation and/or documents as Franchisor may deem necessary to obtain its
consent to a transfer or assignment of the Franchise. Failure of Franchisee
and/or proposed transferee or assignee to provide such additional information
25
Monroe County/TCI Franchise Agr~t
and/or documents within thirty (30) days of Franchisor's request therefor
shall be cause for Franchisor to withhold its consent to the proposed
transfer or assignment.
16.6 Consent Not 'lb Be Granted. Franchisor shall not grant its
consent to any transfer or assignment of the Franchise. if at the time of
filing an application for such transfer or assignment Franchisee has failed
to corrply with all provisions and requirements of this Agreement; provided,
however, that Franchisor, in its sole discretion may waive such corrpliance.
16.7 BankruptcyfReorganization Notice 'lb Franchisor. Franchisee shall
notify Franchisor in writing, within twenty-four (24) hours of the filing,
under any federal and/or state law of any voluntary or involuntary petitions
of bankruptcy by or against Franchisee or any petition by Franchisee for
reorganization pursuant to any federal or state bankruptcy law. Similar
notice shall be provided by Franchisee to Franchisor of the exercise of
default, foreclosure or delinquency rights against Franchisee. Failure of
the Franchisee to satisfactorily cure each, any or all of the foregoing
events within thirty ( 30) days of the date upon which Franchisee provides
notice to Franchisor shall be a material breach of this Agreement and cause
for Franchisor, if it so deems, to exercise its rights of tennination and
purchase pursuant to Sections 23 and. 24 of this Agreement.
16.8 Carpliance By TrosteejReceiver. !my Trustee or Receiver in
bankruptcy duly appointed for Franchisee pursuant to federal and/or state law
shall be subject to all the provisions, terms, conditions, and limitations of
this Agreement and shall not transfer, assign, sell or otherwise dispose of
the Franchise or any ownership interest therein, without filing an
appropriate application with Franchisor and obtaining Franchisor's prior
consent; provided, further, that in the event of a transfer, assignment, sale
or other disposition by such TI:ustee or Receiver in bankruptcy, Franchisor
shall have the right to exercise its right to purchase as provided for in
Section 24 of this Agreement.
26
Monroe tounty/TCI Franchise Agr~t
~CN 17. PERF'CIOO\OCE IUID.
17.1 Bond Required; l\m:>UIlt. Franchisor, at its option, may require
Franchisee to file with Franchisor a performance bond in the arrount of One
Hundred Thousand Dollars ($100,000.00) in favor of the Franchisor and any
person or entity who may be entitled to damages as a result of an occurrence
in the operation of Franchisee's cable-- television- system .. or. in the
tennination or cessation thereof. Said performance bond shall indemnify the
Franchisor up to the full face value of the bond against any costs, loss or
damage actually incurred by Franchisor as a result of Franchisee's failure to
faithfully perfonn its obligations to construct, operate, maintain and/or
renove the system from, and restore the public ways, pursuant to this
Agreerrent; provided, however, that Franchisor may not seek recourse against
said bond for any costs or damages for which Franchisor has previously been
corrpensated through withdrawals from the security fund provided for in
Section 18 of this Agreement.
17.2 Bond Waived; Requi.ran:mts. It is agreed, however, that the
requirement for a performance bond in the arrount of One Hundred Thousand
Dollars ($100,000.00) will be waived upon Franchisee's filing with Franchisor
in lieu of such bond an unconditional contractual conmitment, guaranteed by
Franchisee's parent corporation, Telecorrmunications, Inc., such guarantee to
be in a form satisfactory and acceptable to Franchisor, that Franchisor shall
be compensated in an arrount up to One Hundred Thousand Dollars ($100,000.00)
for Franchisee's failure to faithfully perfonn its obligations to construct,
operate, maintain and/or renove the system from, and restore the public ways
pursuant to this Agreement and shall promptly renove at no expense whatsoever
to Franchisor Franchisee's cable corrmuni.cations equipnent and facilities of
any kind and nature whatsoever from any and all pole lines, ducts or conduits
occupying the right-of-ways of any property of M::>nroe County, Florida and/or
private property within said County, in the event of a valid and final
determination or revocation of this Agreement pursuant to law, or expiration
thereof without renewal; provided, however, that should it become necessary
to enforce said contractual comnitrnent and guarantee and thH; provision of
the Agreement through ~ attorney or by means of any legal proceedings, each
party (i. e., Franchisor and Franchisee) agree jointly and severally to pay
any and all court costs, including trial and appellate attorney fees,
incurred by Franchisor in pursuing such enforcement action or actions.
27
Monroe County/TCI Franchise Agr~t
SECTICN 18. SEn1RITY FUND
18.1 Furxi Established; AnDunt. Franchisee shall, not later than
thirty (30) days after the effective date of this Agreement, establish a
security fund in the arrount of Fifty Thousand Dollars ( $50,000.00) . Such
fund and anount shall be maintained in a financial institution acceptable to
Franchisor throughout the tenn of this Agreement as security for Franchisee's
faithful perfonnance of all of the provisions of this Agreement and all of
Franchisee's representations and obligations pursuant thereto.
18.2 Purpose Of E\md. The security fund shall serve as security for
(A) any expenditures, damages or loss incurred by Franchisor occasioned by
Franchisee's unexcused or uncured failure to materially corrply with all of
its representations and obligations pursuant to this Agreement; (B) any
expenditures, damages or loss occasioned by Franchisee's failure to
materially corrply with all rules, regulations, orders, pennits and other
directives of Franchisor; (C) the payment by Franchisee of all liens, taxes
and all damages, claims, costs, or expenses which Franchisor has been
corrpelled to payor incur by reason of any act or default by Franchisee, and
all other payments due the Franchisor from Franchisee pursuant to this
Agreement; and (D) the loss of any payments required to be made by Franchisee
to Franchisor but for Franchisee's failure to perfonn its obligations
pursuant to this Agreement.
18.3 Awlication'lb Franchise Fee. No payment made from the security
fund pursuant to this Section shall be considered to be in satisfaction of
any anounts due as part of the annual Franchise fee required by this
Agreement if such payment does not pay in full any anounts due and owing to
Franchisor.
18.4 Co:rporate SUrety. Franchisor will accept the co:rporate surety of
Franchisee in lieu of the security fund described in Paragraph 18.1 of this
Section, provided that such corporate surety shall be guaranteed by
Telecorrmunications, Inc., the parent of Franchisee, and that all payments by
Franchisee pursuant to this Section shall be made in prompt and timely
fashion. If payments are not made in such fashion, at the option of
Franchisor, the corporate surety will no longer be deemed acceptable and
Franchisee shall be required to establish a security fund as provided for in
Paragraph 18.1 of this Section. Failure to establish such fund upon timely
notice to Franchisee by Franchisor shall be a material breach of this
Agreement.
28
Monroe County/TCI Franchise Agr~t
~CN 19. ~ AND INSURANCE
19.1 Indemnification.
A. By acceptance of the Franchise Agreement, Franchisee agrees
to indemnify, defend, and hold harmless the Franchisor, its officers, boards,
comnissibners, agents and arployees from any and all actions, claims, suits
penalties and judgments for damages at law or equity of any nature whatsoever
arising out of or through ( 1 ) the act of the Franchisor in granting the
Franchise excepting only ultra vires and/or unlawful acts of Franchisor; (2)
the acts or omissions of Franchisee, its servants, arployees, agents or
independent contractors arising out of the franchising, installation, any
other action or event with respect to the system, any service related
activity, or the distribution of any service over the system; and (3) the
conduct by Franchisee of any aspect of its business.
B. The Franchisee shall defend in the name of the Franchisor
and pay all expenses incurred by Franchisor in defending itself with regard
to all damages and penalties the Franchisor may legally be required to pay as
a result of the Franchise granted hereunder excepting only ultra vires and/or
unlawful acts of Franchisor. Damages and penalties shall include, but need
not be limited to, damages arising out of copyright infringement and all
other damages arising out of the construction, installation, operation or
maintenance of its cable corrmunications system. Expenses shall include all
incidental expenses including attorney fees, and shall also include a
reasonable value of any services rendered by the Office of the County
Attorney.
C. In all instances where Franchisee may be required to
indemnify Franchisor, Franchisor shall give Franchisee pronpt and timely
notification of any claims. Franchisee shall have the right to select
counsel and to direct the conduct of the legal action. Franchisor shall not
enter into any settlement Agreement or otherwise tenninate the action without
the consent of, and -at its option, participation by the Franchisee or its
legal representative. _
, ~~ 19.2 Insurance.
JY-)...';-
>:fv\. "~-~ A. The Franchisee shall obtain and maintain liability insurance,
'\ . ~uring ithe Franchisor and the Franchisee against all claims for penalties
or aaffiages charged against the Franchisor or Franchisee arising out of, or
through, or alleged to arise out of or through (1) the act of the Franchisor
in granting the Franchise excepting only ultra vires and/or unlawful acts of
Franchisor; (2) the acts or omissions of Franchisee, its servants, employees,
agents or independent contractors arising out of, or related to, the
franchising, installation, construction, operating, expansion, or renoval of
its cable conmmications system herein authorized; or any other action or
event with respect to the system, any service related activity, or the
distribution of any service over the system; and ( 3 ) any action in the
29
Monroe County/TCI Franchise Agr~t
conduct by Franchisee of any aspect of its business as a cable television
commmications service. Unless otherwise agreed in writing, Franchisee shall
maintain such insurance throughout the terms of the Franchise Agreement and
in the anounts specified in subsection 19.2.D. below; provided, however, that
the anounts set forth for each insurance policy shall not be construed to
limit the liability of the Franchisee to any insured under this Franchise to
~e anounts of such insurance. ~ Cb., t.:~~
6 B. within thirty (30) days after the effective dat-l of the:1.
Franchise Agreement, Franchisee shall furnish the Franchisor with7~i86: of
"'>-~3\:lrlmCc l:-Vl.i(.;.it::::> 1ind certificates of insurance. In no event shall ,
Franchisee camnence construction or undertake any business activity
authorized by this Franchise until all insurance policies are in full force
and effect.
c. The insurance policies provided for herein shall name the
Franchisor, its officers, boards, conmissioners, agents, and employees as
additional insured. Each policy shall be endorsed as follows: II It is
understood and agreed by the surety that this insurance policy may not be
canceled, reduced or not renewed by the surety until thirty (30) days after
written notice to Monroe County by certified mail, return receipt requested,
of such intention to cancel, reduce, or not renew. II
D. Franchisee shall obtain and maintain liability insurance in
full corrpliance with the provisions of this Agreement and Franchise covering
each and every liability arising out of this Agreement and in the anounts
specified in the following schedule:
1. Workers Compensation, in anounts required by the
State of Florida.
2. Bodily Injury Or Death:
Dollars ($500,000.00).
Five Hundred Thousand
3. Property Damage Resulting From !my One Accident:
Five Hundred Thousand Dollars ($500,000.00).
4. Umbrella Coverage For All Types Of Liability: Nine
Million Ibllars ($9,000,000.00).
5. Contractual Liability Insurance covering all liability
arising out of the terms of this Franchise Agreement will be included in the
Umbrella Coverage specified in 4. above.
6. Autorrobile Insurance covering all owned, non-owned, and
hired vehicles used in connection with the Franchisee's cable commmications
system and services: One Million Dollars ($1,000,000.00).
30
Monroe tcunty!TCI Franchise Agr~t
~CN 20.
~.
During the tenn of this Agreement, unless othe:rwise specified by
Franchisor or the tenns of this Agreerrent, the Franchisee shall sutmit the
following reports to the Franchisor in a fonn approved by Franchisor.
20.1 Annual Report. within ninety (90) days of the end of
Franchisee's fiscal year, Franchisee shall provide to Franchisor a report of
its operations for the subject fiscal year showing in detail the annual gross
revenues, as defined in this Agreement , derived by Franchisee from the
operation of its cable television system. The report shall be certified by
a certified public accountant or by a financial officer of the Franchisee, or
its parent, Telecanrnunications, Inc., who is authorized to certify such
financial reports. The report shall be prepared in accordance with generally
accepted accounting principles and shall be sufficient in scope and detail to
allow a certified public accountant to issue an opinion regarding
Franchisee's compliance with the Franchise fee requirements of this Agreement
and Franchisee's financial obligations pursuant to this Agreerrent.
20.2 ~ly Reports. During the tenn of this Agreement, the
Franchisee shall sutmit with its quarterly Franchise fee payments, as
required by Section 35(A), a report showing in detail the gross revenues, as
defined in this Agreement, derived for that quarter by the Franchisee from
the operation of its cable television system. Such report shall be in
sufficient detail and scope to permit Franchisor to detennine Franchisee's
compliance with the Franchisee fee requirements of this Agreement and
Franchisee's financial obligations pursuant to this Agreement.
20.3 SUI;plBIeIItal And Miscellaneous Reports. During the term of
this Agreement, Franchisee upon the request of Franchisor shall provide such
additional financial, subscriber and operational infonration as Franchisor
may reasonably request and which is reasonably necessary for Franchisor to
m::mitor Franchisee I s compliance with the teDnS of this Agreement.
31
, , ,
Monroe County/TCI Franchise Agr~t
SECl'ICN 21. ~ EVAIllATICN HFARIN:; REVIEW
21.1 New Technology. In furtherance of the general policy herewith
enunciated that services provided by Franchisee be innovative and m:x:iern, the
Franchisee shall actively pursue a continuous policy of incoI]X)rating new
technical developnents into its system to reflect such cable industry II state-
of-the-art II technology taking into account the cable-related needs of the
conmunity and the costs of providing such technology.
21.2 Review Of Franchisee's Perfonnance. In order to facilitate this
policy and provide for technological and economical changes in the state-of-
the-art of cable conmunications, pronote the maximum degree of flexibility in
the cable system and to achieve a continuing, advanced, m:x:iern system for the
County, the Franchisor and the Franchisee shall conply with the following
review provisions:
A. The County shall schedule a perfonnance evaluation hearing
within sixty (60) days of the third, sixth, ninth, and twelfth anniversary
dates of the Effective Date of this Agreement. The hearings shall be open to
the public. The Franchisee shall present at each hearing a description of
the cable system's services and capabilities, and the lltprovements achieved
and new services introduced in the prior three-year period. County
representatives and the public may corrment on any of the above topics, new
services, rate structures, Franchise fee, Penalties, application of new
technologies, system perfonnance, response to subscriber conplaints , privacy,
quality of service, and other matters relating to cable system operations.
The record of each perfonnance evaluation hearing may be used by the County
as a factor in considering rate increase requests, or in ordering the
scheduled introduction of new services found to be technically and
economically feasible, as may be appropriate under existing federal and state
law and county ordinances.
B. Franchisee shall, at its own expense, give notice of the
pe~onnance evaluation hearings by a newspaper advertisement or printed
not1.ce on the rronthly statements mailed by Franchisee to its subscribers
imnediately prior to the scheduled date of the hearing. Such notice shall
state the purpose, time and location of the hearing, and shall be approved by
the Franchisor.
32
Monroe County/TCI Franchise Agr~t
SOCTICN 22. ~ RENEWAL OF 'mE FRANCHISE
Franchisor's consideration and action on any further renewal
application by Franchisee shall be consistent with the requirements of all
federal and state laws.
22.1 Review. Consistent with the requirements of the federal Cable
Act, Franchisee may sul::mi.t an application for renewal of such Franchise on
forms approved by the County with a nonrefundable renewal fee of 'I\ox) Thousand
Five Hundred Dollars ($2,500.00).
22.2 Inspection; Public Hearing Required. The application when
filed shall be available for public inspection at places designated by the
County. A public hearing will be held on the application.
22.3 No Requ.i.rarent to Renew. Subject to applicable federal and
state law, nothing in M:>nroe County Ordinance 009-1989 or any prior Franchise
Agreement shall require renewal of the Franchise by the County, nor shall
renewal be presrnned.
22.4 Action By Franchisor. After completion of the review and
hearing as provided in 22.1 and 22.2 . above, the Franchisor shall take such
actions and make such detenninations with respect to the renewal of the
Franchise as it deems appropriate, which may include those actions as set
forth herein and/or in Monroe County Ordinance 009-1989.
22.5 Ma.y Grant Franchise. Subject to applicable federal and state
law, if the Franchisee has performed to the satisfaction of the Franchisor,
a new Franchise may be granted to the Franchisee.
22.6 h:kiitional Franchise Requ.i.rarents. Subject to applicable federal
and state law, the Franchisor may require additional services, system upgrade
or any other conditions it deems appropriate of the Franchisee before
granting a renewal of. the Franchise.
22.7 Right Of First Refusal. Subject to applicable federal and state
law, the Franchisor retains the right of first refusal before any sale of the
system which occurs pursuant to this Section or Section 24 entitled Purchase
of the System.
33
~roe County/TCI Franchise Agr~t
~CN 23. 'lERMINATICN; RE.Va::ATICN; FmFEI'lURE; ~ OF FRANCHISE
23.1 Material Breach. The Franchise may be revoked by Franchisor for
Franchisee's substantial failure or neglect to construct within the Service
Area, or otherwise operate and maintain the cable corrmunications system, as
required by applicable cable law or this Agreement, or for other material
breach of the Franchise Agreement. (If, within thirty ( 30) days following
written notice, corrective action is not being actively and expeditiously
pursued, written notice shall be given to the Franchisee of intent to revoke
the Franchise, stating the reasons therefor, and a public hearing will be
held;:]
23. 2 Insolven~ . The Franchise may, at the option of the County, be
revoked one hundred twenty (120) days after an assignment for the benefit of
creditors or the appointment of a receiver or trustee to take over and
conduct the business of the Franchisee, whether in a receivership,
reorganization, bankruptcy, assignment for the benefit of creditors, or other
action or proceeding, unless such assignment, receivership or trusteeship has
been vacated prior to the expiration of said one hundred twenty (120) days,
or unless:
A. Such assignee, receiver or trustee shall have, within said
one hundred twenty (120) days, fully corrplied with the terms and conditions
of this Franchise and the assignee, receiver or trustee within said one
hundred twenty (120) days shall have remedied all the defaults under the
Franchise granted hereunder; and
B. Such assignee, receiver or trustee shall, within said one
hundred twenty (120) days, execute an Agreement duly approved by the court
having jurisdiction whereby such assignee , receiver or trustee assumes and
agrees to be bound by each and every tenn, provision and limitation of the
Franchise granted hereunder.
23.3 Foreclosure. In the event of foreclosure or other judicial sale
of the plant, property and equipnent of the Franchisee hereunder, or any part
thereof, the County may revoke the Franchise granted hereunder by serving
notice thereof upon the Franchisee and the successful bidder at any such
sale, in which event any such Franchise and all rights and privileges of the
Franchise thereunder shall be revoked thirty (30) days after mailing of such
notice, unless:
A. The County shall have approved the transfer of such
Franchise in the manner hereinafter specified; and
B. The successful bidder shall have covenanted and agreed
with the County to assume and be bound by all the terms and conditions of
such Franchise.
23.4 Raredies. Subject to applicable law, if the County revokes the
34
Monroe COAII1ty/TCI Franchise Agr~t
Franchise for material breach of M::mroe County Ordinance 009-1989 or this
Agreement; or the Franchise is revoked by insolvency; or if this Agreement is
not renewed. as provided for in Section 22 of this Agreement; or if for any
other reason Franchisee abandons, tenninates or fails to operate or maintain
service to its subscribers, the following procedures and rights shall be
effective.
A. Subject to applicable law, in the event that the Franchisee
is required by the Franchisor pursuant to any provision of this Agreement or
the law to dismantle the cable system, the County may require that all
visible cable plant be renoved at the expense of the Franchisee, and the
Franchisee shall restore any property, public or private, to the condition in
which it existed prior to the erection or construction of the system.
- -
B. Restoration of property, including but not limited to,
streets, shall be in accordance with the directions and specifications of all
affected agencies of the Franchisor and all applicable laws. The Franchisee,
at the option and direction of the Franchisor, shall restore the same at its
own expense, and if the Franchisee fails to renove the cable system, the
Franchisor may perfonn the work at the Franchisee's expense, as well as
retain the salvaged equipnent.
-
23.5 Right of Eminent IDnai.n Reserved;. Purchase; OWnership.
Franchisor and Franchisee agree that nothing in this Agreement shall iltpair
Franchisor's right to exercise its power of eminent domain to a~e,
purchase, or own the cable comnunication system.
35
Monroe County!TCI Franchise Agr~t
SECl'ICN 24. .PURCfWm' OF 'lEE ~
The Franchisor shall have the right to purchase the Cable System in
accordance with the provisions set forth below:
24.1 Right Of First Refusal. If at any time Franchisee intends to
accept a bona fide purchase offer for the Cable System, a corrplete copy of
such offer shall be given to the Franchisor, within thirty (30) days of
receipt of such offer.
A. Upon receipt of such offer, the Franchisor shall have the
right to purchase the Cable System according to the terms of that offer. The
Franchisor shall exercise such right by suhnitting a written notice of such
intent to purchase to the Franchisee, not nore than ninety (90) days
following receipt of the copy of the bona fide offer.
B. If the Franchisor does not exercise such right, the cable
system may be sold, subject to the provisions of Section 16 hereof, but only
to the buyer indicated and on the tenn5 suhnitted to the Franchisor. If any
changes are made in the purchase offer as given to the Franchisor within
thirty (30) days of the receipt of such offer, such purchase offer, as so
changed, shall again be given to the Franchisor, and Franchisor shall again
have ninety (90) days following receipt of the copy of the bona fide offer to
exercise its right to purchase the cable system. If the Franchisor does not
exercise such right, the cable system may be sold, subject to the provisions
of Section 16 hereof, but only to the buyer indicated on the terms suhnitted
to the Franchisor. If any changes are made in the purchase offer as given to
the Franchisor within thirty (30) days of the receipt of such offer, such
purchase offer, as so changed, shall again be given to the Franchisor, and
Franchisor shall again have ninety (90) days from the actual receipt by them
of the offer, as changed, within which to exercise its right to purchase as
provided herein.
c. Failure to provide notice of offer to purchase the system
or any changes in that offer by any such deadline established above, shall be
sufficient basis for Franchisor withholding its consent to the sale. Non-
receipt of proper notice by Franchisee by any such deadline as established
above shall be deemed as an intent not to purchase.
D. This provision applies only to a sale of the cable system,
and not to transactions involving the sale of the stock of a conpany related
to the Franchisee which owns other assets ~rth substantially rrore than the
assets of the cable system.
24.2 Continuing Right 'lb Purchase. If the Cable System is not sold
to the buyer on the terms set forth in the offer or changed offer, as
applicable, then the right of the Franchisor to purchase the system shall
continue, and all subsequent purchase offers shall be given to the Franchisor
pursuant to this paragraph. The Franchisor's right to purchase pursuant to
36
Monroe County/TCI Franchise Agr~t
this Section shall survive every sale to a buyer and be binding upon every
buyer of the Cable System.
37
Monroe County!TCI Franchise Agr~t
~CN 25. FRANCHISE VIOIATICNS - REMEDIES
. 25.1 Adm:ini.strative RmEdies. The Franchisor reserves the right to
apply at its sole option anyone or a:::unbination of the following, in the
event the Franchisee fails to meet a time deadline or violates or engages in
willful and/or repeated violations of any provisions of the law or of this
Agreement.
A. Irrpose liquidated damages in such arrounts and for such
cause up to a maximum of $2,000 per day for construction delays, e. g. ,
technical upgrading, additional services, etc., with respect to the Service
Area and/or inprovements and upgrading, and up to $1,000 per day for all
other violations as the County deems necessary to cure the breach or default,
or equitably corrpensate the Franchisor for the violation, or irrpose such
remedies and penalties as provided in Appendix B of this Agreement.
B. Require the Franchisee to make payments to its subscribers
or classes of subscribers in such anount and on such basis as the County
deems necessary to cure the breach or default or equitably corrpensate for the
violation. In determining which remedy or remedies for the Franchisee's
violation are appropriate, the Franchisor 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 County may deem appropriate;
provided, however, that adequate remedies must be irrposed if service is in
any way lessened, or if any material provision of this Franchise is not
corrplied with.
C. Prior to any of the above-referenced remedies being applied
by the Franchisor, written notice shall be sent by the Franchisor to the
Franchisee giving it thirty (30) v.urking days to correct the violations set
forth in the notice. If the Franchisee has not taken corrective action or if
corrective action is not being acti vel y and substantial 1 y undertaken
following the thirty- (30) v.urking day limit, then Franchisor may irrpose one
or rrore of the remedies set forth above or in AR?endix B of this Agreement,
and shall notify the Franchisee in writing of its determination.
25.2 Civil RarEdy. In addition to, or instead of, any other remedy,
the County rray institute injunction, mandamus or any other appropriate action
or proceeding at law or equity for enforcement of the law and of this
Agreement, or to correct violations of the law and the Franchise Agreement,
and any court of corrpetent jurisdiction shall have the right to issue
restraining orders, terrporary or permanent injunctions or mandamus, or other
appropriate forms of remedy or relief.
38
Monroe County!TCI Franchise Agr~t
~ICN 26. POLICE PCMERS REXXX;NIZED
In accepting this Franchise, the Franchisee acknowledges that its
privileges hereunder are subject to the lawful police power of the Franchisor
to adopt and enforce laws, regulations, resolutions and ordinances presently
in force or subsequently enacted by the Franchisor pursuant to such power.
Nothing in this Agreement shall be construed as an abrogation by the
Franchisor of any of its lawful police powers.
39
Monroe County!TCI Franchise Agr~t
~CN 27. ~ wrm FEDERAL, S'm'IE, AND CXXJN1'Y lAWS; ~cr OF
lAWS; SEPARABILITY
27.1 Carpliance Required. The Franchisee shall at all times corrply
with all laws and regulations of federal, state, and County governments.
27.2 Federal, State and Connty Laws. It is intended that this
Franchise shall be consistent with applicable state, federal and county law.
In the event any provisions hereof conflict with any applicable state or
federal law, including but not limited to the lawful rules and regulations of
the FCC and/or other state or federal agencies having jurisdiction, the
statutory requirements and lawful rules and regulations shall be controlling;
provided, however, that nothing herein shall be construed to preclude the
Franchisor or its designated agents, or the Franchisee from seeking judicial
review of any such conflict in courts of conpetent jurisdiction.
27.3 Conflicting Actions by Federal or State Agencies. Should the
State of Florida, the FCC or any other agency of the federal government,
require the Franchisee to perfonn any act or cease to perfonn any act, and
such requirement is inconsistent with any of the provisions of this
Agreement, the Franchisee shall notify the Franchisor. Upon receipt of such
notification, the Franchisor shall detennine if a material provision of this
Agreement is affected. If so detennined, the Franchisor and Franchisee shall
seek to negotiate appropriate revisions to eliminate the inconsistency and
carry out the intent and pu:rposes of this Agreement; provided, however, in
lieu of such negotiation or in the event of failure of Franchisor and
Franchisee to agree on revisions which will eliminate the inconsistency,
Franchisor may elect to seek judicial relief in a court of corrpetent
jurisdiction.
27.4 Connty Laws and Ordinances. The Franchise Agreement entered into
herewith is made subject to the general health, safety and welfare ordinance
provisions of Monroe County.
27.5 Separability. If any provision of this Agreement or any related
Agreements is held by any court or by any federal, state, or county agency of
competent jurisdiction to be invalid as conflicting with any federal, state,
or county law, rule, ordinance or regulation now or hereafter in effect, or
is held by such court or agency to be rrodified in any way in order to conform
to the requirements of any such law, rule or regulation, said provision shall
be considered a separate, distinct and independent part of this or such other
Agreement, and such holding shall not affect the validity and enforceability
of all other provisions hereof or thereof. In the event that such law, rule
or regulation is subsequently repealed, rescinded, amended or otherwise
changed, so that the provision hereof or thereof which has been held invalid
or rrodified is no longer in conflict with the law, rules and regulations then
in effect, said provision shall thereupon return to full force and effect and
shall thereafter be binding on the Franchisor and Franchisee, provided that
the Franchisor shall give the Franchisee thirty (30) days written notice of
40
Monroe County/TCI Franchise Agree.ent
such change before requiring coopliance with said provision.
41
Monroe County/TCI Franchise Agr~t
SECl'ICN 28. lEASED CHANNELS
Any channels leased by Franchisee shall be operated in accordance with
federal, state and county law.
42
Monroe County!TCI Franchise Agree.ent
~CN 29. SERVICES AND PROORAMffiC
29.1 SeIvices and. Programning. Franchisee shall initially provide the
services and prograrnning listed in ~ C of this Agreement, subject to
any changes required by applicable federal, state or local law. Franchisee
shall provide Franchisor thirty (30) days written notification of any
additions, deletions or other changes in the. programning services, except
where prograrnning becomes unavailable without notice to the Franchisee.
A. Subject to applicable federal and state law, the Franchisee
shall make available to all of its subscribers Basic Cable Television
Service, which shall initially include the broadcast network prograrnning as
may be available from the _ Miarnai..... Florida television broadcast channels
(including one independent~ broadcast station and one public broadcast
station) .
B. Subject to applicable federal and state law, including the
FCC rules and regulations and the requirement that the Franchisor receive
"certification" from the FCC to regulate basic cable television rates and
services, and in the event that the Franshisee is required to pay any
broadcaster(s) for the carriage of their signal(s), then the Franchisee shall
petition the Franchisor for the approval to increase the cable television
subscription rates in order to offset the costs of such carriage. The
Franchisor shall approve or disapprove of such increase. If the Franchisor
disapproves such increase, the Franchisee may automatically iIrplement the
increase and the Franchisee shall appeal such denial by the Franchisor to the
FCC or such other appellate body as may be designated by applicable federal
law, rule or regulation. The Franchisor and the Franchisee shall then abide
by the decision of the FCC or such other appellate body as may be designated
by applicable federal law, rule or regulation regarding the requested rate
increase.
29.2 Goverrment Channel.
A. within not rrore than thirty (30) days of the effective date
of this Agreement, the Franchisee shall provide to Franchisor one (1) channel
for government access.
B. The government channel shall be provided on the lowest
priced basic service tier offered by Franchisee to the subscribers. The
Franchisee must maintain the same signal quality for the government channel
as for all other channels offered on its cable television system. If the
Franchisee decides to change the channel designation of the government
channel, it must provide not less than thirty (30) days notice to the
Franchisor prior to doing so, and will reimburse the Franchisor for any costs
incurred for purchasing or nodifying any equipnent or for making logo changes
necessitated by the channel designation change. Alternatively, the
Franchisee may choose to supply such equipnent itself, provided such
43
Monroe County!TCI Franchise Agr~t
equipnent is satisfactory to Franchisor.
c. Franchisor or its designee(s) shall be entirely responsible
for control, supervision and management of the government channel and any
additional channel(s) that may be provided in the future for this purpose.
29.3 Expansion of Govern ProgLdlll SeI:vi.ceL_. F ran chi s or and
Franchisee recognize and agree that as of the effective date of this
Agreement it is technically and economically unfeasible for Franchisee to
provide live, contenp:>raneous, system-wide program coverage of various County
governmental activities, including but not limited to coverage of the
meetings of the Board of County Conmissioners. The parties, therefore,
further agree that at such time and in the event Franchisee detennines to
initiate distribution of its cable television service by the use of fiber
optics it shall pronptly so notify Franchisor and, thereafter the parties
shall promptly initiate good faith negotiations for utilization of the fiber
optics facilities for the provision of live, contenp:>raneous, system-wide
program coverage of County governmental activities, including but not limited
to meetings of the Board of County Cornnissioners, and for such other
carnnunications purposes and services as to which the parties may agree.
29.4 Program Guides Fbr Govel:lment Channel. Franchisee shall aid
Franchisor in carnnunicating infonnation to subscribers about programs or
services on the government channel (s ) by providing public service
announcements on Franchisee's local origination channel and on the bulletin
board channel.
29.5 IDeal Programning Audience Measllratent. If the Franchisee
conducts corrprehensive written viewership surveys, it shall provide the
Franchisor with the opportunity to include questions relating to viewership
of government channel programning. The Franchisee shall provide to the
Franchisor the aggregate results of such surveys of governmental channel
prograrrrning.
44
Monroe County!TCI Franchise Agr~t
SEX:m:CN 30. ACX::ESS SERVICES AND <nmECl'ICNS
30.1 Free Residential Connection. As soon as specified by Franchisor,
the Franchisee shall provide regular basic subscriber service at no m::>nthly
charge to all County office buildings and all public educational system
buildings. Regular subscriber service is defined as the highest tier of
service offered, exclusive of pay~le services.---.
30.2 Multiple Free Residential Connection.
When the County government and/or public education system has multiple
buildings in an area, each building for which connection is useful, as
detennined by the Franchisor after consultation with the Franchisee, shall be
connected and provided with regular basic subscriber service at no m::>nthly
charge. .
30.3 Acx::ess F.quipIent. In addition to the equipnent to be donated by
Franchisee pursuant to Section 31 hereof, Franchisee agrees to assist
Franchisor in obtaining the lowest conrnercial prices for any further
equipnent Franchisor may purchase for the operation of the government
channel. .
45
Monroe County/TCI Franchise Agr~t
~CN 31. <nIERNMEm'Aa:ESS PRCGWtmI; ~
within thirty (30) days of the effective date of this Agreement,
Franchisee shall deliver to Franchisor, at a location to be designated by
Franchisor, the type and quantities of studio equipnent described below.
Franchisee represents that the listed equipnent is of suitable broadcast
industry quality and will enable Franchisor to originate programs of
broadcast picture quality and to maintain such picture quality.
Quan. Des . . Value
n
1 MrlJLM{R: SA-6350 $1,700.00
1 PMWnUC CAKDRDER $1,500.00
2 PMWnUC Q\MERA WVD 5100 $2,200.00
2 PMWnUC Q\MERA IENS WVLZ-148-AF $ 810.00
2 PMWnUC Cl\MERA CABIE \'CVA-10 $ 50.00
2 PMWnUC Cl\MERA PCMER SUPPLY WV3203B $ 150.00
1 VIDEX> SWI'lOIER, ~ ABC-31 (3 INPUT) $ 10.00
4 l:!MELL LIGErl'S, D2-10 $ 640.00
2 BCX:;EN 'lRIPODS, 3140 $ 480.00
4 SHURE MICROPImES, SM-11 $ 340.00
1 SHURE AUDIO MIXER, M-267 $ 480.00
4 MICROPInm CABIES $ 20.00
2 OCNY mliY""li'IVER, en 38W $ 760.00
1 PMWnUC EoI'ItR AG-A95 $ 400.00
1 PMWnUC EDI'ItR AG-1950 $1,700.00
1 PMWnUC EDI'ItR AG-1250 $ 500.00
'.lUmL S'lUDIO ~ VAllJE: $11,740.00
46
Monroe County!TCI Franchise Agr~t
~CN 32. RAm AND cmIER REX;UIATICN
32.1 Rates. Rates and rate changes shall be subject to regulation by
Franchisor only consistent with and authorized by federal law, statute and/or
regulation, and this Franchise Agreement.
32.2 Franchise Regulation. The Franchise granted in accordance with
this Agreement shall be subject to regulation by Franchisor in accordance
with the provisions of M:>nroe County Ordinance 009-1989, and other applicable
law. Should any conflict arise between the provisions of M:>nroe County
Ordinance 009-1989 and the provisions of this Franchise Agreement, the
provisions of this Agreement will supersede and be controlling.
47
Monroe County!TCI Franchise Agr~t
SECTICN 33. OIARGES, REFUNDS, AND REBA'IES
33.1 Defective Converters. Franchisee agrees not to charge for costs
associated with replacing leased converters which are defective when the
nature of said defect is the result of faulty workmanship or installation.
33.2 Rebates And Refunds. In the event that total service to any
Subscriber is interrupted for twenty-four (24) or rrore consecutive hours,
except for reasons beyond the control of the Franchisee and except in
circumstances for which prior notice of the interruption is provided to
Franchisor, the Franchisee shall provide a pro rata rebate of the rronthl y
fees to the affected subscriber upon the Subscriber's request.
33.3 Calputation Of Tine. For purposes of corrputing the time of
interrupted total service, said time shall begin when a corrplaint for
interrupted total service is received by the Franchisee or when the
Franchisee has actual or constructive notice of the interruption.
48
Monroe tounty!TCI Franchise Agr~t
~CN 34. [RESERVED]
49
Monroe County!TCI Franchise Agr~t
SECI'ICN 35. PA>>DT OF FEES .AND CXRrS 'IO '!HE FRANCHI~
35.1 Franchise Fee. Following the issuance and acceptance of the
Franchise and corrrnencing on the effective date thereof, the Franchisee shall
pay to the Franchisor a Franchise fee of five percent (5%) of annual gross
revenues, as defined in this Agreement , derived by Franchisee from the
operation of its cable television system. The Franchise fee shall be paid in
quarterly installments. The Franchise fee shall not be consid~red to be a
tax or assessment, but shall be in addition to any other taxes or assessments
to which Franchisee is lawfully subject. Franchisee shall not designate or
describe the Franchise fee as a tax in any statements or bills rendered to
its Subscribers. Franchisee may, however, indicate payment of the Franchise
fee in such bills and statements, subject to the following:
A. Franchisee may not indicate payment of the Franchise fee to
Franchisor in bills and statements to subscribers in the Franchise Area until
and when such payments also are indicated in bills and statements rendered to
Subscribers of those cable television systems operated by Franchisee pursuant
to Franchises issued by municipalities located within M:mroe County, Florida.
B. For a period of twelve (12) rronths from the effective date
of this Agreement, Franchisee will reduce the charges to its subscribers in
the Franchise Area for its basic tier program service by an anount equal to
the Franchise fee payment designated or described in the bills and statements
rendered to such subscribers.
35.2 Awlicable Law. In the event the federal Cable Act and/or other
applicable law is rrodified or amended to provide for a Franchise fee in an
anount greater than that specified herein, Franchisee and Franchisor agree to
enter into gxxi faith negotiations with regard to an increase in the
specified Franchise fee. In the event Franchisee and Franchisor are unable
to agree upon such increase after a reasonable period of time, Franchisor nay
seek judicial relief in a court of corrpetent jurisdiction. .
35.3 Resolution. of Disputes. After the effective date of this
Agreement, should any dispute arise as to the provisions hereof which cannot
be resolved by negotiation between the Franchisor and the Franchisee, then at
the request of either party a technical, legal, or economic consultant shall
be retained to assist the parties in the resolution of such dispute and the
costs of retaining such consultant shall be borne equally by the Franchisor
and the Franchisee; provided, however, the provisions hereof shall not apply
to any renewal or extension of this Agreement.
35.4 paynent 'lb Franchisor. No acceptance of any payment shall be
construed as an accord that the arrount paid is in fact the correct arrount,
nor shall such acceptance of payment be construed as a release of any claim
the Franchisor may have for further or additional sums payable under the
provisions of this Agreement.
50
Monroe County!TCI Franchise Agr~t
A. Franchisee shall file at the time of fee payment a
financial statement in a fonn acceptable to Franchisor, clearly showing the
gross revenues received by Franchisee during the preceding quarter.
B. As is necessary for the enforcement of this Agreement and
Franchise, Franchisor shall have the right to inspect the l:xx>ks and records
of the Franchisee during norrra1 business hours, the right of audit and the
recorrputation of any anounts detennined to be payable under this chapter;
provided, however, that such audit shall take place within twelve (12) nonths
following the close of the Franchisee's fiscal year. !my additional arrount
due Franchisor as a result of the audit shall be paid within thirty (30) days
following written notice to the Franchisee by the Franchisor, which notice
shall include a copy of the audit report. The cost of said audit shall be
borne by the Franchisee if it is properly detennined that the annual payment
to the County for the preceding year is increased thereby by nore than five
percent (5%).
C. In the event any Franchise payment or recorrputed arrount is
not made on or before the applicable dates heretofore specified, interest
shall be charged from such due date at an interest rate equal to the prime
rate charged for the relative period by those banks chartered by the federal
and state g:>vernments, to do business in M::>nroe County.
35.5 Other Pmvisions Regarding Payments to the Franchisor. Upon
the lawful termination for any reason of this Agreement, the Franchisee shall
inrnediately sul::mi.t to the Franchisor a detailed financial statement showing
the Gross Receipts of the Franchisee for the time elapsed since the last
period for which the Franchisee has paid the required fee; and the Franchisee
shall pay to the Franchisor, not later than thirty (30) days following the
tennination, the appropriate Franchise fee due. The Franchisor may audit,
examine, and verify all such financial statements and financial records of
the Franchisee, and to that end shall be entitled to a full inspection of the
Franchisee's l:xx>ks, records and docLnnents necessary to the enforcement of
this Agreement and Franchise. .
35.6 Cooperation with Regulatory Proceedings. The Franchisor shall
consult with the Franchisee in the preParation of any appropriate filings
with Federal or other regulatory agencies relating to the Franchise fee
provided for in this Agreement. The Franchisee shall fully cooperate and
support the Franchisor in Federal or other regulatory proceedings relating to
said Franchise fee, and shall fully cooperate with the Franchisor to ensure
that all resource comnitrnents to be provided by Franchisee under this
Agreement shall comply with all appropriate regulatory requirements.
51
Konroe County/TCI Franchise Agr~t
SECl'ICN 36. SERVICE 'ID aJS'R:M:RS
36.1 ~ting Hours. The cable system shall operate for twenty-four
(24) hours per day and shall endure service interruptions only for good cause
and for a reasonable time. Interruptions of service shall be for the
shortest possible time and, except in the event of emergencies, only as
provided elsewhere in this Agreement.
A. It shall be the right of all subscribers to receive all
available services insofar as their financial and other obligations to the
Franchisee are honored.
B. In the event that the Franchisee elects to overbuild,
rebuild, m:xlify, or sell, transfer, assign or discontinue the system, or the
Franchisor revokes or fails to further renew this Agreement within a
reasonable time, or the Franchisor elects to purchase the system, the
Franchisee at the request of the Franchisor, shall make a reasonable and good
faith effort to ensure that all subscribers receive continuous, uninterrupted
service. In the event of purchase by the Franchisor, or a change of
Franchisee, the current Franchisee shall cooperate with the Franchisor in
maintaining continuity of service to all subscribers.
c. In the event that interruption of service is required by
the Franchisee for m:xlification, repairs, or the like, the interruption shall
be as brief as possible and at times when the viewing audience is at a
rninirnum. In the event of such interruption, Franchisee, except in case of
emergency, shall notify Franchisor one ( 1) day in advance of such
interruption, with an estiIrE.te of time when services shall be returned in
full. Failure to return service within a reasonable time may result in any
combination of penalties provided in this Agreement that the Franchisor deems
necessary. Records of such interruptions shall be kept.
36.2 Adequate E\mding/Staffing. The Franchisee shall provide all
funds, staff and measures necessary to meet its oonmitrnents as set forth in
this Agreement.
36.3 Franchisee Office. The Franchisee shall maintain an office
within Monroe County which shall be open to the general public during nomal
business hours.
36.4 Local Telephone. The Franchisee shall have a publicly listed
local telephone number and errploy sufficient telephone lines and operators to
handle incoming customer service calls promptly.
36.5 Written Log.
A. A written log in a form to be agreed upon by Franchisor and
Franchisee and which shall be in accordance with Section 631 of the Cable
Act, shall be kept by the Franchisee at the Franchisee's loCal office,
52
Monroe County!TCI Franchise Agr~t
listing the date and description of each and every subscriber complaint or
request for repair received and the date of satisfactory disposition thereof,
and all service interruptions.
B. Said log shall be available for inspection at any time
during Franchisee's nonnal business hours. Such records shall be retained
for at least three (3). years by the Franchisee.
36.6 Non-Discrimination. The Franchisee shall not deny, delay or
otherwise burden service or use of access facilities, equipnent or services,
or otherwise discriminate on the basis of age, race, religion, color, sex,
handicap, national origin, or marital status, except for rate m:xiification
discounts during prorrotional canpaigns, volume discounts or other similar
m:xiifications and discounts for the elderly and handicapped. Any such
discrimination, as detennined by the Franchisor, shall be subject to any or
all the penalties provided for in this Agreement that the Franchisor deems
appropriate.
36.7 Tine For Providing Service. The Franchisee shall furnish cable
service of the nature requested, and at the rates established, no later than
thirty (30) days after receipt of a request for service from the owner or
occupant of any structure in the area in which cable has been energized.
Service to multiple dwelling units shall be provided in accordance with this
section to the maximum extent feasible.
36.8 Subscriber Infonnation. The Franchisee shall furnish each
subscriber at the time service is installed written instructions that clearly
set forth procedures for placing a service call, filing a complaint, or
requesting an adjustment. Said instructions shall also include the name,
address and telephone number of the Franchisee and the County Office
designated for review of corrplaints, and a reminder that the subscriber can
call or write the County Office of Consumer Affairs regarding teDnS and
conditions of the Franchise if the Franchisee fails to respond to the
subscriber's request for installation, service or adjustment within a
reasonable period of time. The subscriber shall also be provided with a copy
of the schedule of applicable charges, copy of the contract for service, if
any, delinquent subscriber disconnect and reconnect procedures, and any other
terms and conditions adopted as the Franchisee's policy in connection with
its subscribers. All forms which describe customer service policies and
procedures distributed to subscribers shall be provided to Franchisor for
review to ensure compliance with the provisions of this paragraph.
Franchisor shall prorrptly notify Franchisee of any non-cornpliance with the
provisions of this paragraph and Franchisee shaD promptly make a good fFlit1:
effort to correct such non-corrpliance.
36.9 standards For CUs1:aIer Service. Franchisee shall establish
standards of customer service, formulate and inplement practices and
procedures and prt"'lvide P.d~.:lt€' tr~5 ned staff for prorrpt and efficient
handling and servicing of subscriber "complaints and iuqll i ,ie~ as r~-qu oj red by
53
Monroe County!TCI Franchise Agr~t
this Agreeuent and Franchise. Such standards, conplaint handling practices
and procedures, and staffing policies pursuant to ~ D are subject to
review by Franchisor. However, such policies and procedures as set forth in
~ D shall not be construed as, and shall not constitute approval
thereof by Franchisor; and the Franchisor reserves all rights which it has at
law and under this Agreement.
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Monroe County!TCI Franchise Agreeeent
SECTICN 37. EMPlDYMENI', mAINJN;, AND PRCX:DREMENT REQ.JIREMENrS
37.1 FnpluyuR:::uL. The Franchisee shall, in accordance with Federal,
State and County laws and regulations, afford equal opportunity and non-
discrimination in arployment to all individuals regardless of their race,
color, religion, age, sex, national origin or physical handicap.
55
Monroe County!TCI Franchise Agr~t
~CN 38. RIGHTS OF IND1VIIllALS PROll!X:lli1J
38.1 Cable TaWing Prohibited. Consistent with federal law, neither
the Franchisee nor any person, agency, or entity shall, without the
subscriber's consent, tap, or arrange for the tapping of, any cable, line,
signal, input device, or subscriber outlet or receiver for any purpose except
routine maintenance of the system, polling with audience participation, or
audience viewing where individual viewer behavior cannot be identified. For
the purposes of this section, "tapping" or "tap" shall mean the interception
or nonitoring of signals. Franchisee shall not disclose or reveal the
identity of individual subscribers or viewers, either by name or address or
any other identifying characteristics or symbol.
38.2 Invasions of Privacy and. of Personal Rights Prohibited.
Consistent with federal law, in the conduct of providing its services or
pursuit of any collateral corrmercial enterprise resulting therefrom,
Franchisee shall take any and all necessary action to prevent an invasion of
a subscriber's or general citizens' right to privacy or other personal
rights as such rights are delimited_ and defined by applicable law.
Franchisee shall not without I'awful court order or other applicable valid
legal authority, utilize the system's equipnent or capability for
unauthorized personal surveillance of any subscriber or general citizen.
38.3 Sale of Personalized Data Restricted. Consistent with federal
law, the Franchisee shall not sell or otherwise make available the lists of
the names and addresses or subscribers, or any list which identifies by name
subscriber viewing habits, or personalized data pertaining to a subscriber's
use of any of Franchisee's services without the express written consent of
the subscriber to which the personalized data pertains. For purposes of this
Section "personalized data" shall mean the name and address of an individual
subscriber directly associated with data obtained on his or her use of
specific services provided by or through the Franchisee. Nothing herein
shall be construed to prevent, as a nonnal incident of comnercial
enterprises, the sale or availability of "non-personalized" or "aggregated
data" which is not per.sonalized data as defined herein.
38.4 Penni.ssion of Property OWners Required. No cable line, wire,
amplifier, converter, or other piece of equip:nent owned by Franchisee shall
be installed by Franchisee without first securing the written pennission of
the owner of any property involved; provided, however, that where the
property has granted an easement or a servitude to another and the servitude
by its terms contarplated uses such as Franchisee's intended use, Franchisee
shall not be required to secure the written pennission of the owner for the
installation of cable television equip:nent or facilities unless Franchisee
elects to do so. If pennission is later revoked, whether by the original or
a subsequent owner, the Franchisee shall renove forthwith any of its
equip:nent which is visible and IIDvable and promptly restore the property to
its original condition.
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Monroe tounty!TCI Franchise Agr~t
38.5 Service Discrimination P:rohibited. To the extent consistent with
federal law, unless approved. by the County, no Franchisee hereunder shall, in
its rates or charges, or in the availability of the services or facilities of
its system, or in any other respect, make or grant preferences or advantages
to any subscriber or potential subscriber to the system, or to any user or
potential user of the system, and shall not subject any such persons to any
prejudice or any disadvantage.
38.6 RfmJVal Upon Subscriber Request. Upon tennination of service to
any subscriber and after receipt of a written request, any Franchisee
hereunder shall pronptly renove all of its facilities and equipnent from the
premises of such subscriber. Where renoval is inpractical, such as with
buried cable, facilities may be disconnected and abandoned rather than
renoved.
38.7 Handicap Accessibility. All facilities of the Franchisee,
particularly Franchisee's offices in M::>nroe County, shall be accessible to
the handicapped and be in compliance with all relevant and applicable federal
and state laws, regulations and requirements.
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Monroe County!TCI Franchise Agr~t
SECl'ICN 39. PUBLIC lUI'ICE
Public Notice of any public hearing relating to this Agreement shall be
in accordance with state law and laws and ordinances of Monroe County.
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Monroe County!TCI Franchise Agr~t
~CN 40. SERVICE OF mrICE
40.1 Notice 'lb Franchisor. All notices required to be given to the
Franchisor under any provisions of this Agreement shall be in writing and
shall be deemed served:
A. Upon the date delivered by hand to the Franchisor's
designee during normal business hours, and a written receipt therefor is
properly executed; or
B. Upon the date of execution of receipt when mailed to any
other person designated herein to receive such notice, registered return
receipt requested.
40.2 Notice 'lb Franchisee. All notices required to be given to the
Franchisee under any provision of this Agreement shall be in writing and
shall be deemed served:
A. Upon the date when delivered by hand to the Franchisee's
designee during normal business hours, and a written receipt therefor is
properly executed; or
B. Upon the date of execution of receipt when mailed to the
Franchisee's local office, registered return receipt requested.
40.3 Franchisee Resident Agent. Franchisee shall at all times provide
the Franchisor with the name and address of Franchisee's designee in the
Franchise area for service of any notice as provided for or required by this
Agreement. Franchisee shall also maintain within M::mroe County at least one
local office and telephone mrrnber for the conduct of matters related to this
Agreement during normal business hours.
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Monroe County!TCI Franchise Agr~t
Sl'rl'ICN 41. I.lX:ATICN OF FRANCHISEE' S ~
AND S'lUDIOS
The Franchisee shall maintain its offices at their present location
and/or locations within lvbnroe County, and shall not relocate such offices
without prior notice to Franchisor, provided, however, if such office or
offices are relocated outside lvbnroe County, such relocation shall not be
effected without prior notice to the Franchisor.
60
~CN 42.
Monroe County/TCI Franchise Agr~t
FRAlDTISE ArMINI5"lRATICN
The MJnroe County Administrator or his designee shall have the
responsibility for administration and enforcement of this Franchise
Agreement.
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Monroe CtJdIty!TCI Franchise Agree.ent
~CN 43. DrJ.m<l:'l(l!,'mTICN OF ~
43.1 Rights Retained. Except as expressly provided in Section 7
herein, the Franchisor and Franchisee retain any rights each may have under
federal, state or county law or regulation. This Agreement shall be
construed in accordance with, and governed by, the laws of the State of
Florida.
43.2 AIIerlrents. Except as otherwise expressly provided herein, this
Agreement may only be amended by a written instnnnent executed by both
parties hereto.
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Monroe County!TCI Frillllchise Agree.ent
SECrICE 44. SI~.AND EXEOlTICE OF AGREIM!NI'
IN WI'lNESS ~., the parties hereto have set their hands and seals
on the day first written above.
In Witness of the Foregoing, the Parties Hereto have this ~ day of
January, 1993, Affixed their Seals and Signatures to this Agreement.
DANNY L. :rrOLHAGE, Clerk
A'lTEST: ~C. ~~
DEPUTY CLERK,
MNIDE COUNTY, FIDRIDA
, FIDRIDA
~
A'lTEST: 7l1t J~ !o-n..~
'leI CABLEVISICN OF FIDRIDA, me.
BY: '~~~
D.F. Brya
Vice Pres ent
Chief Operating Officer
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Monroe County!TCI Franchise Agr~t
APPImDIX A
~CN SCHEOOIE
~ AND REPORl'S
64
Monroe County!TCI Franchise Agr~t
MER(E CIDNTY, FI..aUDA
'R:I CABIEVISICN OF FI..aUDA, lOC.
CABIE FRAlCIISE AGREEMENr
APPENDIX A
A. Construction.
A.1 Construction Schedules and. Reports Requi.:rE:!rents.
a. Construction Schedules. Not later than thirty (30) days after
the Effective Date of this Agreement, Franchisee shall sul::mit to Franchisor
a construction schedule for the Expanded Service Area and for any upgrading,
improvements or extension of service within the Existing and Expanded Service
Areas. Such schedules shall show anong other matters the dates upon which
construction will corrmence, the miles of plant to be constructed, improved
and/or upgraded, the date upon which testing of the new construction
inprovernents or upgraded facilities will camnence, and such other infomation
as Franchisee shall deem relevant and necessary. The provisions and
requirements of such construction schedules shall be incorporated and become
part of the Franchise Agreement and shall be subject to all penalty and
remedial provisions of the Agreement.
b. Extension requi.raIents. Franchisee shall be required, subject
to the provisions of this Agreement, to extend its plant and distribution
facilities so to make its service available to each and every household
within the Existing and Expanded Service areas.
c. Penni.ts and. Authorizations. Not later than forty- five (45)
days after the Effective Date of this Agreement, Franchisee shall proceed
expeditiously to obtain all necessary pennits, authorizations and Agreements,
including but not limited to utility pole attachments, microwave and other
licenses, etc. necessary to pennit and initiate construction and operation of
its system as provided in Paragraphs (a) and (b) of this Appendix. !my
unusual or unforeseen delays in obtaining such pennits, authorizations and
licenses shall be included and explained in the progress reports required by
Paragraph (d) of this Appendix.
d. Progress Reports Requirarents. Not later than thirty (30)
days after sul:rnission of its construction schedules Franchisee, upon request
of Franchisor, shall furnish Franchisor periodic construction progress
reports advising, arrong other matters, the date on which construction began
or will begin in any given construction area, miles of construction corrplete,
the date on which testing began or is expected to begin, and the date or
projected dates for corrmencement of service. !my delays or changes in
construction plan and schedules must be reported together with the reasons
65
Monroe County!TCI Franchise Agr~t
therefor. These reports shall be updated together with the reasons service is
not being fmnished throughout the entire Service Area territory as provided
in this Agreement and paragraphs (a) and (b) of this Appendix.
e. Extensions of Tine. Upon written application by Franchisee,
Franchisor may grant a reasonable extension of time within which to corrplete
construction within any construction area; provided, however t that such
written application sufficiently states and documents. that the need for delay
is for g:xxi cause and was unforeseeable or due to circumstances beyond the
reasonable control of the Franchisee.
f. Maps Required. As each construction area is corrpleted
Franchisee shall have on file within its' office a full and corrplete set of
plans, records and "as-built" naps exclusive of subscriber service drops,
showing the exact location of all cable corrrnunication system headends, hubs
and shall clearly distinguish aerial and underground installations. Similar
"as-built" maps shall be on file for any relocations as they take place.
Franchisee shall maintain at all times at its local office the files
described above and make them available for inspection as may be requested by
the Franchisor. .
g. Ratedi.es for Construction Delays. The Franchisor may in its
sole direction apply any or all of the following remedies or penalties in
connection with delays in system construction, provided for in the Franchise
Agreement, including but not limited to:
1) M:>netaI:y Forfeiture. Forfeiture of construction
bonds, and/or assessment of nonetary damages not to exceed the anount
specified in this Agreement against the security fund for unexcused delays
exceeding three ( 3 ) nonths; provided, however, that such delay is
attributable to cause beyond Franchisee's control or which Franchisee could
not reasonably foresee.
2) Reduction of Tenn or Tennination. Reduction of the
tenn or tennination of, the Franchise within one year after the Effective Date
of the Franchise if the Franchisee has failed to initiate system construction
or for other construction delays exceeding three (3) nonths.
h. Const.ru.ction Pennits Required. The Franchisee shall make
application to the Country or its designee for construction permits for all
work to be performed in County rights of way or easements in the fonn and
manner prescribed by said officer. No construction shall be canmenced prior
to the grant of the construction permit therefor. Each application shall be
processed prornptl y and approval shall not be unreasonably delayed or denied.
i. Other Pennits arrl Franchises. Neither the County ordinance,
this Agreement nor any pennit or authorization granted pursuant thereto shall
take the place of any other Franchise, license or pennit which might be
required by law. The Franchisor assumes no responsibility for the securing of
66
Monroe C04JfIty!TCI Franchise Agr~t
any rights of way, easements or the rights which may be required by the
Franchisee for the installation of its cable romnunications system, nor shall
the Franchisor be responsible for securing any pennits or Agreements with
other persons or utilities.
j. Joint Use of Poles. In order to minimize the setting of poles,
Franchisee shall, so far as reasonably.--possible, ---conclude joint use
Agreements with utilities and other owners of pole lines on the public ways
so as to fully utilize existing poles, conduits and other facilities whenever
possible. No location of any pole, conduit, or wire holding structure of the
Franchisee shall become a vested interest.
k. Safety and. Vbrkmanship. All work involved in construction,
operations, maintenance repair, relocations and renovals of the system shall
be perfonned in a safe, thorough and workmanlike manner using materials of
gxxi and durable quality.
A.2 Underground Policy
a. Installation and. Relocation. Placement of cable underground is
encouraged on both County rights of way and private property. Cables shall be
installed underground at Franchisee's cost where existing utilities are
underground. Previously installed aerial cable shall be relocated and placed
underground concurrently with utilities when such utilities convert from
aerial to underground construction, provided Franchisee is given reasonable
notice and access.
b. New Housing Develcprent and. SUbdivisions. In cases of new
construction or property developnent where utilities are to be placed
underground, Franchisee's facilities shall be placed underground at
Franchisee's expense.
A.3 Construction standards and. Codes
a. Gcxxi ,Engineering Practices. All plant and equiprent,
including but not limited to the antenna sites, towers, headend and
distribution, subscriber tenninals, structures, poles, wire, cable, coaxial
cable, fixtures and appurtenances shall be installed, located, maintained and
operated in accordance with gxxi engineering practices I perfonned by
experienced maintenance and construction personnel, so as not to interfere
with or unnecessarily hinder or obstruct pedestrian or vehicular traffic,
endanger the public safety or interfere with the rights of property owners.
b. Public Safety Requi.raIents. The Franchisee shall at all times
employ due care and shall install and maintain in use comronl y accepted
methods and devices for preventing failures and accidents which might cause
damage, injury or nuisance to the public.
A.4 Carpliance with Construction and. other Codes.
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Monroe County/TCI Franchise Agr~t
a. County Codes and. Permits. Franchisee shall corrply with all
applicable County construction codes and pennit procedures. It shall be
Franchisee's responsibility to be cognizant of any such applicable codes.
Franchisee shall be responsible for payment only of pennitting and inspection
fees resulting from the construction of the cable system.
b. Safety Codes. All construction practices shall be in
accordance with all applicable sections of the Occupational Safety and Health
Act of 1970, and any amendments thereto, as well as all state and local codes
where applicable.
c. Antennas and. 'lbwers. !mtenna supporting structures (towers)
shall be designed for the proper loading as specified in Electronics Industry
Association's R.S. 222-A specifications.
d. Catpliance with Aviation Requirarents. !mtenna supporting
structures (towers) shall be painted, lighted, erected and main~ed in
accordance with all applicable rules and regulations of the Federal Aviation
Administration and all other applicable, federal, state or local codes and
regulations. .
A.5 Inspection And Rectification. Franchisor reserves the right at
any time during the term of this Franchise Agreement to inspect any
construction or installation work perfonned by the Franchisee which is
subject to the provisions of this Franchise Agreement and may require
Franchisee to make such corrections, m:x:lifications, renovals relocations or
repairs as Franchisor, in its sole discretion shall find necessary to assure
corrpliance with the terms of this Agreement, or any applicable County or
state codes or provisions. Corrections, m:x:lifications, renovals,
relocations, repairs or any other construction and installations work
required by Franchisor to rectify violation(s) under this section shall be
perfonned by Franchisee at its own expense promptly but not later than thirty
(30) days from receipt of written notice. In the event thirty (30) days is
clearly inadequate in which to cure or remedy, Franchisor shall accord
Franchisee adequate time consistent with the act or omission complained of.
B. System Requirarents.
B.1 System Design and Architecture.
a. Basic Configuration. The cable commmications system design
and architecture shall be such as to ensure that as constructed and operated,
the system shall be able to provide the capacity and services, and meet the
applicable perfonnance needs of the County, its residents and institutions.
The cable system shall, unless and until otherwise agreed by the parties in
writing, be a single-cable subscriber system serving the entire Service Area
constructed in accordance with the provisions of this Agreement. [Note: The
foregoing configuration is that of the system as it exists as of the date of
this Agreement and does not include provision for upstream channels necessary
68
Monroe County!TCI Franchise Agr~t
for certain types of interactive services. The Franchisor does not waive any
rights at a future date during the term of this Franchise Agreement to
initiate negotiations with respect to the provision of such services.]
b. Int.erc:Dnnection. System design shall be such that the system
may be interconnected with other area cable systems or microwave relay
systems providing subscriber video and other-services .---.
c. EnIergeIlcy Alert Capability. Within eight (8) to eighteen (18)
nonths of the acceptance of this Agreement, depending upon Franchisor's next
capital budget, Franchisee shall provide the system capability and facility
to transmit an audio override emergency alert signal to all subscribers and
shall also provide an emergency audio override capability to pennit
Franchisor, or Franchisor' s duly authorized delegate, to interrupt and
cablecast an audio message on all channels simultaneously in the event of
disaster or public emergency-such facility to be used solely for this
purpose by Franchisor.
d. Standby PoINer. Franchisee shall provide standby power
generating capacity at the cable conmunications system headend and at all
hubs, if any, to maintain operation at those locations in the event of
comnercial power outages affecting those locations. Franchisee shall also
provide, install and maintain standby power system supplies at all problem
locations throughout the distribution netv.urk capable of maintaining
operation for a minimum of three (3) hours. A problem location is defined for
purposes of this requirement as a location on the distribution network at
which repeated service outages due to conmercial power failures are
experienced.
e. Parental Control Lock. Franchisee shall provide subscribers,
upon request, with a parental control lockout device or digital code that
pennits lockout of the video and audio portions of premium channels.
Franchisee may charge subscribers Franchisee's cost for the device.
B.2 Technical Perfonnance standards, Testing and. Maintenance.
a. Perfonnance standards. Franchisee shall at a minimum at all
times be in full compliance with Part 76, Subpart K of the Rules and
Regulations of the Federal Corrrmmications corrmission (FCC) and any and all
amendments thereto; provided however, that subject to applicable law,
Franchisor asserts and reserves the right to enforce compliance with such
technical standards, notwithstanding any failure or refusal by the FCC to
enforce compliance therewith.
b. Testing. Testing requirements and procedures shall be those
set forth in this Appendix and Appendix 3, as amended from time to time by
Franchisee with approval of Franchisor. Nothing in this Agreement shall be
construed to preclude Franchisor from requesting Franchisee to conduct such
other tests, checks and inspections as Franchisor, in its sole judgment,
69
Monroe County!TCI Franchise Agr~t
deems necessary or desirable to achieve continuing conpliance with all
applicable perfonnance standards.
c. Maintenance. Maintenance practices and procedures shall be
those set forth in Appendix A-4 hereto, which practices and procedures may be
changed from time to time as deemed necessary by Franchisee; provided,
however, that such changes shall be reduced:to writing and made part of this
Agreement as amendments or mxlifications to Appendix A-4 hereto. Franchisee
shall maintain an adequate and properly trained technical staff, (which nay
be supplemented by third party services) test equipnent, spare parts and
tools readily available to ensure capability to achieve full corrpliance with
the requirements of this Appendix.
70
APPENDIX A-1
~Y::i'll2of MAP
71
Monroe County/TCI Franchise Agr~t
Monroe County/TCI Franchise Agr~t
APPENDIX A-2
DIS'lRIBUTICN l:)Y::;~ PERFORMANCE S'l2\NDARDS
72
Monroe County/TCI Franchise Agreelleflt
APPENDIX A-2
DIS'lRIBUTICN SYS'JEoI PERREMANCE STANDARDS
Specification FCC Requirement
c/N 336-dB Min-~- . --"
Gain vs. Freq. 1 Ch. +/- 2 dB
Gain vs. Freq . System 12 dB
Cross n,.nnll1ation -46 dB
2nd. Order Distribution -46 dB
Chroma Delay NA
Hum. M::x:i. 5% 26 dB
carrier 'Ib Triple Beat 45 dB
System leakage 1-54 MHz 15uV/M
54-216 MHz 20uV/M
216-Up MHz 15uV 1M
Subscriber Isolation 18 dB
System Level Stability 12 dB
Minirm.nn Siqnal Level +OdBmV
Aural Carrier Level -13 -17 dB-vid.
Visual Carrier Frequency +/- 25 KHz
Aural Carrier Frequency +/- 5 KHz
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Monroe County/TCI Franchise Agr~t
APPmDIX A-3
':IESI'}N; ~ AND PROCEmRES
74
Monroe County!TCI Franchise Agr~t
APPE2IDIX A- 3
'lES'l'lN:; RlQJIREMENTS AND PROCEWRES
A-3.1
System Proof Of Perfonnance.
----.- -_._---~~--- . --- -
a. Not later than sixty (60) days after corrpletion of construction
in the Expanded Service Area as required in this Agreement or within the
Existing Service Area, Franchisee shall have conducted a proof of performance
to establish whether or not the new constructed segments of the system are
operating in full corrpliance with the perfonnance standards set forth in FCC
guidelines, including Franchisee's standards. The tests shall be performed
and test locations selected so as to be representative of system perfonrance
as a whole. A representative number of the test locations shall be at or
near the distant end of trunk cables and shall include all trunk lines within
the newly constructed segments of the system. The tests may, at Franchisor's
option, be witnessed by representatives of the Franchisor, and written test
reports shall be prepared and sutrnitted to the Franchisor.
b. Ifnore than ten percent (10%) of the locations tested fail to
meet all applicable technical perfonrance standards set forth in FCC
guidelines, Franchisee shall take corrective action and shall advise
Franchisor what corrective measures have been taken. Thereafter, the entire
test shall be repeated at a different set, but the same number, of locations.
In the event of failure at nore than ten percent (10%) of the test locations
on the second test, at the Franchisor's option, remedies and penal ties for
violation of this Agreement may be llrposed until full corrpliance with the
provisions of Appendix A-2 is achieved.
A-3.2 Daily Checks (Nonna! l'brkdays).
a. picture ~ty. Each channel of the system shall be nonitored
daily for picture quality, audio quality, and data transmission quality, if
applicable, at random, points on the cable system. The pictures shall be
examined for ghosting, noise and spurious product. Any changes in quality,
and observations of degraded picture and audio quality, shall be noted and
corre<;ti ve action taken.
b. Autanated Services. All automated services, such as news,
weather and bulletin board channels shall be inspected each day to insure
proper operation and quality. These checks are to be performed in the same
manner as those described in the preceding sub-section.
c. Signal level. Signal levels will be checked by the service and
maintenance staff as they perform assigned duties throughout the system, and
appropriate and prompt corrective action will be taken to correct any
deficiencies or abnormalities.
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Monroe County/TCI Franchise Agr~t
A-3.3 Weekly Checks. The picture, audio and data transmission qualities and
signal test point levels of all headend equipnent shall be m::mitored for
compliance with nonna.l designed standards and pararreters. This rronitoring
may be performed in conjunction with nonna.l maintenance on an infonna.l, non-
recorded basis.
A-3.4 M:mthly Checks.
a. All service/maintenance technical signal level meters shall be
checked for proper operation by comparison to the internal calibrator.
External calibration equipnent may be used and a log maintained of all
measurements, such log to be kept on file at Franchisee's office and made
available for inspection upon request of Franchisor.
b. Amplitude versus frequency response shall be checked at one-sixth
of the trunk extremities each rronth. In addition, these trunk extremity test
check points shall be measured for carrier signal to noise and hum. Test
points will be selected and scheduled so that all trunk extremities have
been checked every sixth rronth.
c. The output frequencies of all video and associated audio signals
shall be checked. The baseband video and audio levels, video baseband signal
to noise, the RF signal level measurerrents of all antenna systems, hum
measurement on signals delivered by antenna-rcounted preanplifiers, and the RF
output levels shall be checked and recorded in a logbook maintained at the
headend, and made available for inspection upon request of the Franchisor.
A-3.5 Semi-Annual Tests, Checks And Inspections. In addition to the weekly
and rronthly checks, the following checks and measurements shall be made on a
semi-annual basis.
a. Antennas. Visual inspection of all antenna systems for damage.
b. Proof Of Perfonnance. Franchisee shall perfonn a full proof of
perfonnance to ensure ~mpliance with FCC perfonna.nce standards or substitute
perfonnance standards to which Franchisee may be required to perfonn by
applicable law or the terms of this Agreement, at intervals not greater than
twelve (12) rronths.
c. E.quipIent Tests. Equipnent such as microwave transmitters and
receivers, two-way radio and earth receiving station equipnent shall be
tested, measured and adjusted as reconrnended by the manufacturer and as may
be required by the FCC.
76
.APPE1IDIX A-4
~ PR(X;RAM
77
Monroe County/TCI Franchise Agr~t
Itonroe County/TCI Franchise Agr~t
APPENDIX A-4: MAIN'IENANCE PR(X;RAM
A-4.1 Preventive Maintenance. Preventive maintenance will consist of a
testing program to procure measurements to be compared with design standards.
The testing program shall be accorrplished by means of a broadband sweep
receiver, which will show the frequency versus amplitude response of the
trunk cascade. In the event that these measurements are inferior to the
design standards, troubleshooting of that portion of the system shall be
conrnenced imnediately and the necessary corrections made to corrply with the
design standards.
A-4.2 Test Point Checks. The carrier to noise ratio, hum and signal levels
will be checked at several trunk extremity test points on a rronthly basis;
however, all system trunk extremities will be checked at intervals no greater
than six rronths.
A-4.3 Headend Testing. The headend testing program shall be conducted and
the results recorded on a rronthly basis. These tests shall include checks of
baseband video and audio levels, RF levels, and signal to noise measurements
on all baseband video circuits. Checking in the headend is also performed on
a daily basis and corrections made where indicated; however, the daily
observations are not recorded.
A-4.4 OlannelsjIevels Checking. All channels and levels across the entire
cable system will be checked daily for quality and corrpliance with system
standards. This is accomplished by visual quality checks by all installers
imnediately following each installation. In addition, all service
technicians are required to check levels and picture quality after each
service call. !my abnonnalities are reported to the service dispatcher for
correction by the headend technician of a trunk technician, as appropriate.
A-4.5 Signal Leakage. Signal leakage repairs will be made on a daily basis
by a leakage re~ as they are reported by service technicians. Keeping
system leakages to a minimum enhances system integrity and assures higher
quality video.
A-4.6 Mechanical Maintenance. All mechanical maintenance such as pole
attachment transfers when poles are replaced and pole lines relocated will be
performed on a timely basis by outside contractors where the job is too large
for the in-house mechanical maintenance staff.
78
Monroe County/TCI Franchise Agr~t
APPENDIX B
,LI~ IWW;ES
FUR FRANCHISE VIOIATICNS
79
Monroe County/TCI Franchise Agr~t
CXXJNl'Y OF M:NR(E, FIDRIDA
'ICI CABIEVISICN OF FIDRIDA INC.
CABLE 'lELEVISICN FRANCHISE .AGREEM!:NT
APPENDIX B: LI~ DAMAGES Fm FRANCHISE VIOIATICNS
Schedule Of DamageS. Franchisor and Franchisee agree that failure to
comply with certain provisions of this Franchise will result in injury to the
County and its residents, and because it \>JOuld be difficult and inpracticable
to detennine or estimate the extent of such in jury, Franchisor and Franchisee
agree that the following schedule represents a just and fair estimate of
damages resulting from the specified breaches. Where nore than one category
of violation is identified in a single mrrnbered listing, e.g., (iv)
maintenance requirements, each category shall be considered individually and
separately.
A. Repeated and/or willful failure to meet the (i) construction
schedules, (ii) technical perfonnance standards, (iii) system testing and/or
(iv) maintenance requirements as provided in this Agreement: Not less than
t\>JO hundred and fifty dollars per day per citation and not IIDre than t\>JO
thousand dollars ($2,000.00) per day per citation.
B. Repeated and/or willful failure to inplement any system design
requirements, rrodifications or upgrading as set forth in this Franchise: Not
less than two hundred fifty dollars ($250.00) and not nore than two thousand
dollars ($2,000.00) per day per citation.
c. Failure to corrply with the line extension requirements as set
forth in this Franchise: Not less than two hundred fifty dollars ($250.00)
and not nore than two thousand dollars ( $2,000.00) per day or, where
applicable, per citation.
D. Repeated and/or willful failure to (i) obtain construction
pennits, (ii) file as-built maps, or (iii) comply with construction standards
and codes as required in this Franchise: Not less that fifty dollars
($50.00) and not nore than one thousand dollars ($1,000.00) per day per
citation.
E. Repeated and/or willful failure to take corrective or other
mandated actions as provided herein: Not less than two hundred dollars
($200.00) per day per citation and not nore than two thousand dollars
($2,000.00) per day.
F. Repeated and/or willful failure to maintain the mix, level and
80
Monroe County/TCI Franchise Agr~t
quality of services within the broad category of video progranrning and other
services initially offered on the system as provided for in this Franchise:
Not less than two hundred fifty dollars ( $250.00) and not rrore than one
thousand dollars ($1,000.00) per day.
G. Repeated and/or willful failure to meet comnitrnents to provide
services and facilities for cablecasting and government channels, and such
other channels and/or services as may be provided for in this Agreement:
Not less than two hundred dollars ( $200 . 00) and not rrore than one thousand
dollars ($1,000.00) per day per citation.
H. Repeated and/or willful failure to keep and maintain logs,
records and accounts; provide reports, infonnation, filings, documents,
amended appendices as appropriate and as-built maps; or to not pennit
inspection of facilities, access to books and records or any other materials
which Franchisee is required to furnish or make available to Franchisor
pursuant to the provisions of this Franchise: Not less than one hundred
dollars ($100.00) and not rrore than one thousand dollars ($1,000.00) per day
per citation.
1. Repeated and/or willful failure to comply with the requirements
of this Franchise pertaining to service quality and complaint procedures, and
those provisions of this Franchise pertaining to subscriber's rights: Not
less than two hundred fifty dollars ( $250 . 00) and not rrore than one thousand
dollars ($1,000.00) per day per citation.
J. Repeated and/or willful taking of any action which requires prior
approval of Franchisor without first having obtained such approval in the
manner provided -in this Franchise: Not less than five hundred dollars
($500.00) and not rrore than one thousand dollars ($1,000.00) for each
citation; provided, however, that Franchisee's failure to obtain the prior
approval and consent of the Franchisor to a sale, transfer or assignment of
the Franchise shall be .i.nrnecli.ate cause for revocation of the Franchise.
K. If the FraI}chisee's construction schedule for the Expanded and/or
Existing Service Area is delayed at any time for rrore than ninety (90) days
later than is provided for herein and such delay is found by Franchisor not
to be excusable; and failure to provide construction schedules and progress
reports as provided in this Franchise: Not less than one thousand dollars
($1,000.00) per day and not rrore than two thousand dollars ($2,000.00) per
day for each day of delay in excess of ninety (90) days.
L. Repeated and/or willful failure to provide or maintain in full
force and effect the liability and indermti.fication insurance coverage, or the
security fund or perforrrance bonds, as provided in this Franchise: One
thousand dollars ($1,000.00) per day per citation.
M. Refusal by Franchisee to negotiate and/or cornply with demands for
upgrading the quality of its services and facilities as provided in this
81
Monroe County/TCI Franchise Agr~t
Franchise; and failure of Franchisee to eliminate or remedy equipnent
malfunctions or to provide itself with the necessary equipnent and personnel
to meet the service standards and requirements set forth herein: Not less
than t\'JO hundred fifty dollars ( $250 .00) and not rrore than one thousand
dollars ($1,000.00) per day per citation.
N. Repeated and/or willful i.np>sition of any rates, charges, fees or
deposits or associated terms and conditions, for any service or facility
which is not set forth in, or is materiallY inconsistent with, the provisions
of this Franchise: One hundred dollars ($100.00) per day per citation.
o. Repeated and/or willful failure to corrply with any rules,
regulations, orders or other directives issued by Franchisor pursuant to this
Franchise with respect to any material aspect thereof: Not less than t\\U
hundred fifty dollars ( $250 .00) and not rrore than one thousand dollars
($1,000.00) per day per citaEio .
~ 1:/ I~ v1~ w..4 '
P. 11 ailure of the anchisee to promptly remit Franchise fees as
required in this Franchise: Not less than t\\U hundred fifty dollars
($250.00) and not rrore than one thousand dollars ($1,000.00) per day per
citation.
82
Mon~ County/TCI Franchise Agr~t
APPENDIX C
SUBSCRIBER PR(X;RAM SERVICE
83
Monroe tounty/TCI Franchise Agr~t
M:ImCE CXXJNTY, FliRIDA
'.OCI CABIEVISICN OF FliRIDA, INC.
CABlE FRANCHISE AGREEMENT
APPENDIX C: SUBSCRIBER PR{X;RAM SERVICE
C-1. Basic SUbscriber Television Services. Basic Subscriber Television
Service shall include all channels consistent with federal law, the rules and
regulations of the. FCC, and channels reserved by Franchisee for public,
educational and governmental use unless otherwise specified herein. The
channels of service listed below shall initially constitute the basic
subscriber television service offering as of the effective date of the
Franchise Agreement. The Franchisee reserves the right to alter, add to or
delete any of the channels to the extent consistent with applicable federal
and state law and as authorized by the Cable Corrmunications Policy Act of
1984, as amended.
SYSTEM
CHANNEL
BASIC SERVICE
SOURCE
2 WPBT (CPB) CARS
3 WCIX (CBS) CARS
4 WNJ (NBC) CARS
5 lOCAL PROORAMMING 'n:I
7 WSW (IND.) CARS
10 WPLG (ABC) CARS
12 C-SPAN SAT
13 om SAT
16 HEADLINE NEWS SAT
17 WI'BS SAT
19 CHANNEL GENERAL SAT
20 FAMILY CHANNEL SAT
22 UNIVI S ION SAT
28 VISICN SAT
84
Monroe county!TCI Franchise Agr~t
29 VH l-<n1EDY SAT
30 THE NASINILLE NE."lW)RK SAT
31 MIV SAT
32 ARTS & ENTERTAINMENT SAT
33 THE IEARNING CHANNEL SAT
34 BlACK ENTERTAINMENT SAT
35 QUALITY VALUE NE."lW)RK SAT
36 NICKEIDDEON
37 WEATHER CHANNEL ~ -"" SAT
38 rnsc SAT
39 WCN~ SAT
40 KEY~ (INDEPENDENT) LOCAL
*CARS is an acronym for Cable Relay Service, a microwave radio relay service
established by the FCC for cable systems.
85
Monroe County/Tel Franchise Agr~t
C-2. Ecx>nany Basic Subscriber Services. To be provided by Franchisee as
required by and pursuant to applicable federal law and/or the rules and
regulations of the FCC.
C-2.1 Basic And Econany Basic Rates And Charges.
SYSTEM
CHANNEL
BASIC SERVICE
SOURCE
2 WPBT (CPB) CARS
4 WIVJ (NBC) CARS
5 LOCAL PRCGRAMMING ,. 'leI
6 WCIX (CBS) CARS
9 PPV PREVIEW CARS
10 WPU; (ABC) CARS
16 LOCAL ORG.
19 LOCAL ORG.
*CARS is an acronym for Cable Relay Service, a microwave radio relay service
established by the FCC for cable systems.
C-3. Enhanced SUbscriber Services
C- 3.1 Pranimn Services. Premimn Services is an optional pay-TV service
which initially consists of four premium pay-television channels for which
the subscriber must pay an additional charge per channel as set forth in
subsection C-3.3 of this Section C-3. As of the effective date of this
Franchise Agreement the premium service choices are those set forth below.
SYSTEM PREMIUM SERVICES SOURCE
CHANNEL
9 HCl1E BOX OFFICE SAT
10 CINEMAX SAT
11 SH<MrIME SAT
12 DISNEY CHANNEL SAT
86
Monroe County/TCI Franchise Agr~t
C-3.2 Premium FM Services. The audio signals of the MIV and Nashville
Net\\Urk television channels (channels 14 and 21 respectively) are also
simulcast on EM channels 95.8 MHz and 99.2 MHz, respectively, which pennits
subscribers with hi fidelity audio equipnent to utilize that equipnent to
enjoy a higher quality sound with the video on channels 14 and 21 than
possible with nost television receivers or nonitors. FM radio station WFMl'
Chicago is also provided on 98.5 MHz.
C-3.3 Pranium Services Rates And Charges.
['Ib Be Provided By TCI]
87
Monroe County/TCI Franchise Agr~t
APPENDIX D
ctJS':lG!Im SERVICE POLICY AND SUPPOOT SERVICES
88
Monroe County/TCI Franchise Agreeeent
~ <XXlNTY, FI.ORIDl\
'OCr CABLEVISICN OF FImIDA, INC.
APPENDIX D: C1J'S'lU1ER SERVICE POLICY AND SUPPCRr FACILITIES
Franchisee shall provide to its subscribers the following services and
support facilities which are and shall be in addition to and not in
substitution of any other subscriber services and support facilities required
by this Agreement.
D-1. B!LL]N; PRCXEmRES.
D-1.A rtanized Bill. Each bill must itemize each category of service
or piece of equipnent for which the subscriber is charged any late charges
may be applicable.
D-1.B DIe Date Fbr Bill. Franchisee shall not require payment of a
bill until at least twenty (20) days after the bill has been mailed to the
Subscriber by Franchisee. .
D-1.C Disconnect And Late ~. No disconnection or late charges
shall be irrposed by Franchisee until forty-five (45) days from the date upon
which a bill has been mailed to the Subscriber by Franchisee. Franchisee
shall not disconnect service due to a Subscriber solely for failure to pay a
portion of a disputed bill.
D-1.D Notice Of Disronnection. In the event of disconnection,
Franchisee shall provide to the Subscriber a notice of disconnection not less
than fifteen (15) days prior to the date upon which the disconnection is to
occur. The notice shall clearly state the arrount in arrears and the total
arrount due to avoid disconnection. There shall be no disconnection of
service on Sundays, holidays or when Franchisee's local business office ( s )
is/are closed.
D-1.E Reconnect~. In the event of disconnection, upon
Subscriber's payment in full of arrears, Franchisee may impose a reconnect
charge based upon Franchisee's reasonable cost of reconnect ion .
D-1.F Olanges In~, Rates, And/Or Programning. Franchisee shall
provide Subscribers with notice of any changes in charges and rates in a
separate and distinctly identified notice which shall accompany the
Franchisee's bill for the period directly preceding the scheduled change in
such charges, rates and/or prograrrming; provided, however, that in no event
shall the Franchisee provide less than ten (10) days notice of such changes
in charges, rates and/or prograrrming to Subscribers and Franchisor.
D-1.G lX7..mgrade~. Franchisee shall charge no rrore than its
cost to downgrade a subscriber's cable service. In no event, however, may a
89
Monroe County/TCI Franchise Agr~t
downgrade charge be inposed upon a Subscriber who has maintained cable
service for nore than six ( 6 ) nonths or who is tenninating service
corrpletely.
D-1.H Refunds For Changes In Or Failure 'lb Provide Progranming. If
the Franchisee advertises, prorrotes repeatedly and in a significant manner
the availability of a particular program service or services on its basic
tier and then within six (6) nonths of such repeated and significant
pronotion makes a change by noving such service or services from the basis
tier to a nore expensive tier, or fails to provide such service or services
at all, Franchisee shall upon thirty (30) days notice and request for
termination of services by affected subscribers, refund all installation,
upgrade and other one-time charges imposed on such Subscribers within six (6)
nonths prior to the noving or failure to provide such program service or
services or Franchisee shall provide an up-grade, at no charge to- the
Subscriber, to the nore expensive tier which carries such program service or
services. Franchisee shall within sixty (60) days of the tennination of its
advertising and prorrotion give notice to Subscribers that the advertised and
prorroted program service or services will not be offered at all or not at the
previously advertised and prorroted price.
1) If the Franchisee, as a substantial inducement to a
significant number of new subscribers, repeatedly and significantly
advertises and prarrotes a new basic tier program service or services and then
fails to provide such program service or services as advertised and prarroted
within six (6) nonths of the tennination of such advertising and prorrotion,
despite the reasonable availability of such program service or services, then
upon thirty (30) days written request from subscribers who have had service
for ninety (90) days or less, Franchisee shall disconnect service at no
charge and refund all associated charges for the initial installation of
service or provide credit for a portion of the basic tier service charge
(such portion to be detennined by Franchisor) for a period up to six (6)
nonths .
2) 'Ib facilitate the implementation of these provisions,
Franchisee shall retain records of all advertising and pronotional waterials
for a period of not less than one (1) year.
D-1. I M:>ney Back Guarantee. If for any reason a subscriber is not
satisfied with the Franchisee's cable television service during the first
thirty ( 30 ) days following installation or an up-grade of service,
Franchisee, upon notice from the subscriber, will refund all charges and
fees, including installation, disconnection and renoval costs.
D-1.J Refund Payments. !my refund payment to a Subscriber by
Franchisee pursuant to any provisions of this Agreement shall be wade
prorrptly but in no event later than thirty (30) days or the customer's next
billing cycle following the request for the refund and, where applicable,
return to the Franchisee of the equipnent Franchisee has supplied if the
90
Monroe County/TCI Franchise Agreelll!f'lt
refund arises from a termination or disconnection of service.
D-2. aJS'l{M!R SERVICE PROCEIXlRES, F1\CILITIES, AND STAFFIK;.
D-2.A E}tm'gency Ser:vice Calls And Responses. Franchisee shall have
personnel available to answer and respond to emergency service calls on a
twenty-four (24) hour-a-day basis. At all times, Franchisee shall have at
least one (1) Tech I Technician on duty to respond to emergency calls, repair
system problems and handle other emergencies.
D-2.B Office And Telephone Availability. Knowledgeable, qualified
corrp3I1y representatives will be arployed by Franchisee and will be available
to respond to customer telephone inquiries M::>nday through Friday during
nonnal business hours. Additionally, Franchisee will staff telephones for
supplemental hours on weekdays and weekends. Franchisee will provide notice-
to Subscribers of the supplemental hours on weekdays and weekends when its
telephones will be staffed and ready to receive calls.
D-2.C Telephone Call Response Tine. Under nonnal operating conditions
telephone answer time by Franchisee's service representatives, including wait
time, and the time required, if necessary, to transfer the call, shall not
exceed thirty (30) . seconds. Should Franchisee utilize automated answering
and distributing equipnent, such equipnent will limit the n\.lITber of routine
rings to four or fewer. Should Franchisee not utilize automated equipnent,
it shall make every effort to answer incoming calls as promptly as an
automated system, but in no event shall the number of rings necessary to
effect an answer exceed six ( 6) . M:>reover, under nonnal operating
conditions, customers will receive a busy signal less than three percent (3%)
of the total time that Franchisee's business offices are open for business.
Franchisee shall meet the foregoing response time standards no less than
ninety-five percent (95%) of the time measured on an annual basis.
D-2.D CUst.c::mer Ser:vice Center Availability. Franchisee's customer
service centers and bill payment locations will be open for transactions
M:>nday through Friday during nonnal business hours. Additionally, Franchisee
will schedule supplemental hours on weekdays and weekends during which these
centers will be open and will provide notice of these supplemental hours to
Subscribers.
D-2.E Installation And Ser:vice Calls. Franchisee, under normal
operating conditions, shall comply with each of the following standards which
will be met not less than ninety-five percent (95%) of the time measured on
an annual basis:
1) Standard installations will be performed within seven (7)
business days after an order has been placed. For purposes of this
Agreement, "standard installations" are those up to one hundred twenty-five
(125) feet from the existing distribution system.
91
Itonroe County/TCI Franchise Agreetlef'lt
2) Excluding those situations beyond the control of the
Franchisee of which it could not reasonably foresee, the Franchisee shall
respond to service interruptions system-wide or those of individual
subscribers pronptly and in no event later than twenty-four (24) hours.
Other service problems which do not involve an interruption or loss of
service to Subscribers shall be responded to within thirty-six (36) hours
during the nonnal work week.
3) Franchisee shall schedule appointment window alternatives
at the option of Subscribers for installations, service calls, and other
installation activities, which alternatives shall be (a) norning, (b)
afternoon, or (c) all day during nonnal business hours. Additionally, to
accommodate special needs of Subscribers, Franchisee shall schedule
supplemental hours during which appointments can be set.
4) If, at any time, an installer or technician is running
late, Franchisee shall contact the Subscriber and have the appointment
rescheduled as necessary at a time which is convenient for the Subscriber.
92
The below listed provisions of the Franchise Renewal
Agreement have been amended as follows:
10.2 System Franchise Renewals Elsewhere. The
Franchisee shall within thirty (30) days, upon written
request of the Franchisor, provide a copy of the issuance
or renewal of any Franchise Agreement, which issuance or
renewal, is subsequent to the date of execution of this
Agreement, and is granted to the Franchisee for the
operation of a cable television system within any county or
municipality in the State of Florida.
12.4 Construction in Rights-ai-Way; Blanket
Permit. It shall be a violation of this Agreement for the
Franchisee or any other person acting on its behalf to
obstruct, open or otherwise disturb the surface of any
street, sidewalk, driveway, public way or other public
place, except in the event of emergencies, for any purpose
whatsoever without obtaining approval to do so from the
appropriate governmental authority, which approval shall
not be unreasonably withheld. Any violation of this
Section shall be deemed a breach of this Agreement and
shall subject the Franchisee to all measures and remedies
which are available to the Franchisor.
19.2 Insurance.
A. The Franchisee shall obtain and maintain
liability insurance, protecting and holding harmless the
Franchisor, as an additional insured, and insuring the
Franchisee against all claims for penalties or damages
charged against the Franchisor or Franchisee arising out
of, or through, or alleged to arise out of or through (1)
the act of the Franchisor in granting the Franchise
excepting only ultra vires and/or unlawful acts of
Franchisor; (2) the acts or omissions of Franchisee, its
servants, employees, agents or independent contractors
arising out of, or related to, the franchising,
installation, construction, operating, expansion, or
removal of its cable communications system herein
authorized; or any other action or event with respect to
the system, any service related activity, or the
distribution of any service over the system; and (3) any
action in the conduct by Franchisee of any aspect of its
business as a cable television communications service.
Unless otherwise agreed in writing, Franchisee shall
maintain such insurance throughout the term of the
Franchise Agreement and in the amounts specified in
subsection 19.2.D. below; provided, however, that the
amounts set forth for each insurance policy shall not be
construed to limit the liability of the Franchisee t~ any
insured under this Franchise to the amounts of such
insurance.
19.2 Insurance.
B. Within thirty (30) days after the
effective date of the Franchise Agreement, Franchisee shall
furnish the Franchisor with certificates of insurance
evidencing that the insurance policies required by this
Agreement are in full force and effect. In no event shall
Franchisee commence construction or undertake any business
activity authorized by the Franchise until all insurance
policies are in full force and effect.
SECTION 23. TERMINATION; REVOCATION; FORFEITURE;
NONRENEWAL OF FRANCHISE
23.1 Material Breach. The Franchise may be revoked
by Franchisor for Franchisee's substantial failure or
neglect to construct within the Service Area, or otherwise
operate and maintain the cable communications system, as
required by applicable cable law or the material provisions
of this Agreement. If, within ninety (90) days following
written notice, corrective action is not being actively and
expeditiously pursued, written notice shall be given to the
Franchisee of intent to revoke the Franchise, stating the
reasons therefor, and a public hearing will be held.
35.3 Resolution of Disputes. After the effective
date of this Agreement, should any dispute arise as to the
provisions hereof which cannot be resolved by negoti.ation
between the Franchisor and the Franchisee, then at the
request of either party a technical, legal, or economic
consultant shall be retained to assist the parties in the
resolution of such dispute and the costs of retaining such
consultant shall be borne equally by the Franchisor and the
Franchisee. This provision does not require the Franchisee
to pay any consultant fees associated with any extension or
renewal of the Agreement or Franchise.
APPENDIX B: LIQUIDATED DAMAGES FOR FRANCHISE VIOLATIONS
P. Repeated and/or willful failure of the
Franchisee to promptly remit Franchise fees as required in
this Franchise: Not less than two hundred fifty dollars
($250.00) and not more than one thousand dollars
($1,000.00) per day per citation.
-2-
APPENDIX C: SUBSCRIBER PROGRAM SERVICE
C-2. Economy Basic Subscriber Services. To be
provided by Franchisee as required by and pursuant to
applicable federal law and/or the rules and regulations of
the FCC. It is understood that the Franchisee in it
discretion may utilize another name, title or designation
to identify this service.
IN WITNESS WHEREOF, the parties hereto have set
their hands and seals on the day first written above.
In Witness of the Foregoing, the Parties Hereto have this
IO~ day of February, 1993 Affixed their Seals and
Signatures to this Agreement.
MONROE COUNTY, FLORIDA
~
DANNY L. K:OLHAGE, Clerk
ATTEST, ~C. ~
DEPUTY CLERK
MONROE COUNTY, FLORIDA
BY:
TCl CABLEVISION OF FLORIDA, INC.
ATTEST:71fAdtJ ~~
BY:
~/PM-
By
Da:.:J