2005-R-15
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RESOLUTION NO. 2005-R-15
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
EDGEWATER, FLORIDA, AUTHORIZING RENEWAL OF
THE NON-EXCLUSIVE CABLE SYSTEM FRANCHISE
AGREEMENT WITH BRIGHT HOUSE NETWORKS, LLC
("BHN") FOR 15 YEARS AND AUTHORIZING EXECUTION
BY THE MAYOR; REPEALING ALL RESOLUTIONS IN
CONFLICT HEREWITH; PROVIDING FOR SEVERABILITY
AND ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, the initial franchise term was granted pursuant to Ordinance No. 84-0-8; and
WHEREAS, the City of Edgewater and Bright House Networks, LLC ("BHN") have
negotiated a Franchise Agreement, which is attached hereto and incorporated herein as Exhibit "A";
and
WHEREAS, the operation of a Cable System in the City of Edgewater, Florida, shall be
permitted only if the City Council of the City of Edgewater grants such franchise.
NOW THEREFORE, BE IT RESOLVED by the City Council of the City of
Edgewater, Florida:
Section 1.
The Franchise presently held by BHN to operate a cable system to operate a
cable system within the corporate limits of the City of Edgewater, Florida is hereby renewed as of
November 7, 2005 and ending on November 7, 2020.
Section 2.
That said Franchise is non-exclusive and the City reserves the right to grant
a similar use to other companies or corporations similarly situated during the period of this franchise.
Section 3.
That the contractual relationship of the City of Edgewater is set forth in the
attached Franchise Agreement, which is attached hereto and incorporated herein as Exhibit "A";
Section 4.
All resolutions or parts of resolutions in conflict herewith be and same are
hereby repealed.
Section 5.
If any portion of this resolution is for any reason held or declared to be
2005-R-15
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unconstitutional, inoperative, or void, such holding shall not affect the remaining portions of this
resolution. If this resolution or any provisions thereof shall be held to be inapplicable to any person,
property, or circumstances, such holding shall not affect its applicability to any other person,
property, or circumstance.
Section 6. This resolution shall take effect upon adoption.
After Motion by(ouncilwoman Rhodes and Secondby Councilwoman Licther ,
the vote on this resolution was as follows:
AYE NAY
Mayor Donald A. Schmidt x
Councilman James P. Brown x
Councilman Dennis A. V incenzi x
Councilwoman Harriet E. Rhodes x
Councilwoman Judith Lichter %
PASSED AND DULY ADOPTED this 7th day of November, 2005.
For the use and reliance only by the City of
Edgewater, Florida. Approved as to form and
legality by: Paul E. Rosenthal, Esquire
City Attorney
Foley & Lardner, LLP
2005-R-15
CITY COUNCIL OF THE
CITY OF EDQGQEWATER, FLORIDA
Donald A. Schmidt
Mayor
Robin L. Matusick
Legal Assistant/Paralegal
Approved by the City Council during the
Council meeting held on the 7th day of
November, 2005 under Agenda Item 6
~
1-
2251 Lucien Way
Suite 320
Maitland, FL 32751
Tel 407-215-5520
Fax 407 -215-5536
Diane Pickett Culpepper
Vice President
Public Affairs & Government Relations
~~~;.; @.
11-21-05 ,P"'l :32 IN
November 21, 2005
Ms. Susan J. Wadsworth, CMC
City Clerk
City of Edgewater
104 N. Riverside Drive
Edgewater, FL 32132
VIA FEDERAL EXPRESS
Dear Ms. Wadsworth:
Please find enclosed a copy of the Franchise Agreement - Exhibit "A", which has been executed
by our President.
We appreciate the opportunity to work with the City and to provide service to the residents of
Edgewater.
Sincerely,
)J~
Diane Pickett Culpepper
cc: Kenneth Hooper, City Manager
Paul Rosenthal, City Attorney
Jon Williams, Finance Director
- -TniceYBarlO"w, Fire Chief
Steve Luba, Bright House Networks
Enclosures
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FRANCHISE AGREEMENT - EXHIBIT "A"
THIS FRANCHISE AGREEMENT entered into this -L day of ;r;~.('... b,~ 2005, by and
between the CITY OF EDGEW A TER, hereinafter called "City", and BRIGHT HOUSE
NETWORKS, a Delaware limited liability company authorized to do business in the State of Florida,
hereinafter called "Grantee".
WHEREAS, pursuant to the provisions of City Resolution No.:lcoS--,lZ-15 , Grantee and its
successors, are hereby granted by the CITY, a nonexclusive franchise to own, construct, operate,
maintain and expand a cable system and to sell cable services subject to the terms of this agreement.
SECTION 1 - DEFINITIONS
The following terms used in the Franchise shall have the following meanings:
(a) City - City of Edgewater.
(b) Cable System - means a facility consisting of a set of closed transmission paths and
associated signal generation, reception, and control equipment that is designed to provide cable
service which includes video programming and which is provided to multiple subscribers within a
community, but such term does not include (i) a facility that serves only to retransmit the television
signals of 1 or more television broadcast stations; (ii) a facility that serves subscribers without using
any public right-of-way; (iii) a facility of a common carrier which is subject in whole or in part, to
the provisions oftitle II of this Act, except that such facility shall be considered a cable system to the
extent such facility is used in the transmission of video programming directly to subscribers, unless
the extent of such use is solely to provide interactive on-demand services; (iv) an open video system
; or (v) any facilities of any electric utility used solely for operating its electric utility systems.
(c) Cable Services - means (i) the one-way transmission to subscribers of (A) video
programming, or (B) other programming service, and (ii) subscriber interaction, if any, which is
required for the selection or use of such video programming or other programming service.
(c) FCC - Federal Communications Commission and/or any legally appointed designated or
elected agent or successor.
(d) Franchise - The non-exclusive privilege granted to Grantee by the City to construct and
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operate a cable system in the City. The Franchise is granted in conformity with all FCC regulations
and to be construed in accordance therewith.
(e) Franchisee or Grantee - Bright House Networks, LLC.
(f) Gross Revenues - shall mean all revenue derived directly or indirectly by the Company,
from or in connection with the operation of a cable system to provide cable service pursuant to this
ordinance; provided, however, all revenues shall include but not be limited to, basic subscriber
service monthly fees, pay cable fees, installation and reconnection fees, leased channel fees,
converter rentals and advertising revenues. Gross revenues shall not include any taxes on services
furnished by the Company herein imposed directly upon any subscriber or user by the state, city or
other governmental units and collected by the Company on behalf of said governmental unit, bad
debt and franchise fee on fee.
(g) Subscriber - a person who contracts to receive cable service distributed by the cable
system.
SECTION 2 - CABLE FRANCHISE REQUIRED
No cable system shall be allowed to occup:; or use the streets of the City or be allowed to
operate without a cable franchise. In the event the City enters into a franchise, permit, license,
authorization, or other agreement of any kind with any other person or entity other than Grantee to
enter into the City's streets and public ways for the purpose of constructing or operating a Cable
System or providing Cable Service to any part of the service area, the material provisions thereof
shall be reasonably comparable to those contained herein, in order that one operator not be granted
an unfair competitive advantage over another, and to provide all parties equal protection under the
law. If the City grants an additional franchise on terms more favorable or less burdensome than
those contained herein, then this franchise shall be deemed amended as of the effective date of the
additional franchise to incorporate the more favorable or less burdensome terms herein.
SECTION 3 - GRANT OF FRANCHISE
This Franchise is granted under, and in compliance with all rules and regulations of the FCC,
the rules and regulations of the City and all other known rules and regulations in force and effect
during the period for which this Franchise is granted.
Subject to the terms and conditions contained herein, the City grants to Grantee the right to
construct, operate and maintain a cable system in, under, over, along, across and upon the streets,
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lanes, avenues, alleys, sidewalks, bridges, highways and other public places in the City and
subsequent additions thereto including property over which the City has an easement or right-of-way
for the purpose of providing all lawful communications services.
SECTION 4 - POLICE POWER
In accepting this Franchise, Grantee acknowledges that its rights hereunder are subject to the
police powers of the City to adopt and enforce ordinances necessary to the safety and welfare of the
public; and it agrees to comply with all applicable general laws and ordinances enacted by the City
pursuant to such power, which are not inconsistent with the terms of this franchise.
SECTION 5 - FRANCHISE TERMS
The Franchise shall conform to the following terms and conditions:
(a) The term of the Franchise shall be for a period of fifteen (15) years from the date of
final passage by the City Council.
(b) The Franchise shall be non-exclusive.
(c) The Franchise is granted for the entire area of the City as it exists and as its borders may,
from time to time, be changed.
(d) The franchise granted herein is non-exclusive. The City specifically reserves the right to
grant, at any time, one or more additional franchises in accordance with State and federal law. In the
event a future franchise is granted on terms or conditions more favorable or less burdensome than
those contained herein, then the City agrees that this franchise shall be amended as of the effective
date of the future franchise to incorporate the more favorable or less burdensome term(s) or
condition(s) herein.
SECTION 6 - INSTALLATION, INDEMNIFICATION
(a) In installing, operating and maintaining equipment, cable and wires, Grantee shall avoid
all unnecessary damage and injury to trees, structures, and improvements in and along the cable
routes authorized by the City.
(b) Grantee shall indemnify and hold the City harmless at all times during the term of the
Franchise from any and all claims for injury and damage to persons or property, both real and
personal, caused by the installation, operation or maintenance of any structure, equipment, wire or
cable authorized to be installed in the public rights-of-way pursuant to the Franchise. Upon receipt of
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notice in writing from the City, Grantee shall, at its own expense, defend any action or proceeding
against the City in which it is claimed that personal injury or property damage was caused by
activities of Grantee in the installation, operation or maintenance of its system.
(c) The City shall have the right, during the life of this Franchise, to install and maintain, free
of charge upon the poles of Grantee, any wire and pole fixtures that do not unreasonably interfere
with the operations of Grantee. The City agrees to indemnify, defend and hold Grantee harmless
from actions resulting from the City's use thereof.
SECTION 7 - COSTS OF PUBLICATIONS
Grantee shall bear all costs of publication of legally required notices prior to any public
meeting provided for pursuant to this Franchise.
SECTION 8 - INSURANCE
Grantee shall carry insurance in companies reasonably satisfactory to the City covering
claims for injury or damage to persons or property, both real and personal, caused by the
construction, installation, operation, or maintenance of any structure, equipment, wires or cables
authorized or used pursuant to the Franchise. The amount of such insurance against liability for
bodily injury or death to persons and property damage combined shall not be less than One (1)
Million Dollars per occurrence. The amount of such insurance for liability for injury or death to
persons and property damage combined shall not be less than One (1) Million dollars in the
aggregate annually.
Grantee shall also carry automobile and Worker's Compensation Insurance as well as such
other customary insurance carried by cabled operators for protection against claims such as
defamation and other related claims common to cable systems.
Certificates of Insurance shall be filed with the City when executed, and the City shall be
notified in writing at least 30 days prior to the cancellation of any such policy.
SECTION 9 - CABLE SERVICES
Grantee shall provide one standard cable drop and outlet within 125 feet of its cable trunk
route, at no cost within the service area, to public schools, city police and fire stations and other City
public buildings or leased buildings being utilized by the City and designated in writing by the City,
excluding public housing and hospitals.
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In addition, Grantee will provide, at cost paid by the City, all design specifications,
construction, equipment and parts needed to provide service and additional outlets to the buildings
specified in this section.
The basic and standard level of service is to be provided at all such outlets without charge.
SECTION 10 - REMOVAL OF SYSTEM
Upon termination of the period of the Franchise without right of renewal, by passage of time
or otherwise, Grantee shall, at the request of the City, forthwith remove, at its own expense, its
supporting structures, poles, transmission and distribution systems and other appurtenances from
streets, ways, lanes, alleys, parkways, bridges, highways and other public places in, over and along
(but not under) which they are installed and shall restore the areas to their original condition. If such
removal is not completed within twelve (12) months of such request from the City, the City may
perform the work at Grantee's expense or the City may claim ownership. A bond shall be furnished
by Grantee, at the time of the removal of the cable System, in an amount sufficient to cover this
expense.
SECTION 11- REPAIRS AND RESTORATION
Whenever Grantee takes up or disturbs any pavement, sidewalk of other improvement of any
public way or public place, the same shall be replaced and the surface restored in as good condition
as before entry, as soon as practicable. If Grantee fails to make such restoration within a reasonable
time, the City may fix a reasonable time for such restoration and repairs and shall notify Grantee in
writing of the restoration and repairs required and the time fixed for the performance thereof. Upon
failure of Grantee to comply within the time specified, the City may cause proper restoration and
repairs to be made and the expense of such work shall be paid by Grantee upon demand by the City.
SECTION 12 - TRANSPOSITION OF SIGNALS
If Grantee moves any television signals from one channel location to a different channel
location, it shall notify its subscribers consistent with Federal law and regulations.
SECTION 13 - EQUAL TIME
Grantee shall comply with the provisions of the Communications Act of 1934 as amended,
and the regulations of the FCC with respect to cablecasts by political candidates.
SECTION 14 - PERFORMANCE BOND
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Grantee shall maintain, with the City, a bond with a surety company licensed to do business
III Florida with corporate surety reasonably satisfactory to such authority in the amount of
$25,000.00. The conditions and terms of said bond shall be as follows:
1. The satisfactory operation of the cable system in accordance with the provisions of
this Franchise.
2. The indemnity of the City in accordance with the provisions of this Franchise.
3. The satisfactory removal of its system in accordance with the provisions of this
Franchise.
4. The satisfactory restoration of pavements, sidewalks and other improvements in
accordance with the provisions of this Franchise.
SECTION 15 - SERVICE INTERRUPTIONS
In the event Grantee's service to any subscriber is interrupted for twenty-four (24) or more
consecutive hours for reasons other than an Act of God or circumstances beyond the control of the
Grantee, Grantee will grant such subscriber a pro-rated credit upon request. It is the responsibility of
the customer to notify the cable operator of any service interruption and request such credit.
SECTION 16 - PLACEMENT OF WIRES AND OTHER EQUIPMENT
(a) In all sections of the City where the cables, wires or other facilities of all public utilities
are placed underground, Grantee shall place its cables, wires or other like facilities underground to
the maximum extent that cost and existing technology, as determined by the City, reasonably permit
Grantee to do so. In the event that the City may, in the future, require public utilities to further place
their cables, wires or other facilities underground in areas presently served aerially, Grantee shall
also place its cables, wires or other like facilities underground at its own expense, to the extent ofthe
persons with facilities in the rights-of-way bear such costs.
(b) Grantee shall have authority, with the concurrence of the City, to trim trees upon and
overhanging streets, alleys, sidewalks and public ways and places of the City so as to prevent the
branches of such trees from coming in contact with the wires, cables and equipment of Grantee.
SECTION 17 - OPERATION, SERVICE AND MAINTENANCE OF SYSTEM
(a) Grantee shall maintain and operate a modem Cable System and render efficient service
consistent with all applicable regulations to subscribers during the term of this Franchise. The
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construction, maintenance and operation of the Cable System for which this Franchise is granted
shall be done in conformance with OSHA, the National Electrical Code, the National Electrical
Safety Code and the rules and regulations of the FCC as the same exist or as same may be hereafter
changed or amended. Further, Grantee shall install and maintain its wire, cable, fixtures and other
equipment in such a manner as shall not interfere with any pre-existing installation ofthe City or any
public utility serving the City.
(b) All structures and all lines, equipment and corrections in, over, under and upon streets,
sidewalks, alleys and public ways and places of the City, wherever situated or located, shall at all
times be kept and maintained in a safe, suitable, substantial condition and in good order and repair.
(c) The Company shall comply with any FCC standards regarding the quality of signals
carried on the cable system.
(d) Grantee shall maintain a complete set of maps of the City. Such maps shall be updated
and revisions thereof submitted to the City on request. The maps will show the location of all streets,
wire, cables and other facilities used by Grantee located in the City.
(e) Grantee shall comply with Federal law and regulations concerning the Emergency Alert
System and City shall coordinate emergency messages with personnel of V olusia County Emergency
Management.
(f) Grantee shall comply with all FCC regulations as they now apply or as they may be
amended regarding the carriage of television signals.
(g) Grantee shall, upon the written request of any person holding a valid building moving
permit issued by the City, temporarily raise or lower its wires to permit the moving of the buildings.
Grantee shall be given not less than seven (7) business days advance notice to arrange for such
temporary wire changes. Cost for such services will be billed and paid for in advance of such service
being performed. The city will not be charged for such services if it is determined that the request
was made for a city-owned building by an authorized city representative for a city-owned project.
SECTION 18 - SYSTEM SPECIFICATIONS
In addition to the specifications expressly provided for in this Franchise, Grantee shall
construct and maintain a cable system in the City that will, at a minimum, carry signals without
material degradation in quality within the limits set forth by the FCC. The cable system shall be
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operated and maintained so as to comply with the technical standards of the FCC.
Grantee agrees that the cable system shall have a capacity of at least seventy (70) channels.
SECTION 19 - LEASED ACCESS CHANNELS
Grantee shall comply with Federal law and regulations regarding leased access channels.
SECTION 20 - GOVERNMENT ACCESS CHANNEL
Grantee shall provide, free of charge, a chan~el which shall be available for non-commercial
governmental programming.
SECTION 21 - SIGNAL CARRlAGE
Grantee shall carry all signals mandated by the FCC.
Grantee shall also cablecast in stereo programming which it receives in stereo.
SECTION 22 - COMPANY SERVICES
Grantee shall provide at least the following services:
A. Standard Installation
Standard installation shall consist of an aerial drop, not exceeding one hundred
twenty-five (125) feet, from a single pole attachment to the customer's residence. Drops in excess of
one hundred twenty-five (125) feet, concealed wiring, and all underground drops shall be charged
according to Grantee's rate schedule.
B. Proiect Prewiring
(1) Grantee shall provide service to prewired projects according
to the terms and conditions and at such rates as agreed with the project owner.
(2) Grantee shall prewire and approve methods and materials, supply
specifications, technical assistance, and material as agreed with the owner.
(3) Grantee shall prewire a project upon request as agreed with the owner.
C. Deposits
Grantee may require a deposit for converters, materials and services according to its rates.
D. Additional Outlets
Grantee shall provide additional outlets, as customers may request, according to its rates.
E. Transfers
When a current customer moves from one address within the franchised area to a second
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address within the franchised area and there is no lapse in service, Grantee shall transfer service
according to its rates.
F. Reconnection
Grantee shall restore service to customers wishing restoration of service provided the
customer shall first satisfy any previous obligations owed.
G. Relocation or Extension of Cable
When a current customer requests that an extension or relocation of said customer's cable
service be made, Grantee shall do so according to its rates.
H. Service Calls
Grantee shall provide cable system repair service to customer's premises to test and repair
service according to its rates.
SECTION 23 - COMPLAINTS, LOCAL OFFICE
A. Grantee shall maintain a business office at a location convenient to the Edgewater area,
with a toll-free number, and a twenty-four (24) hour answering service, which subscribers may call
without incurring added message or toll charges, so that prompt maintenance service shall be
available.
B. Upon reasonable notice, Grantee shall expeditiously investigate and resolve complaints
regarding the quality of service, equipment and malfunctions and similar matters.
C. Grantee shall, under normal operating conditions, respond to all service interruptions by
the next business day, and correct malfunctions as promptly as possible after discovery thereof. For
these purposes, Grantee shall maintain a competent staff of employees sufficient to provide adequate
and prompt service to its subscribers.
D. Upon request of the City, Grantee shall, within ten (10) days after receiving a request, send
a written report to the City, with respect to a subscriber complaint. Such a report shall provide a full
explanation of the investigations, findings and corrective steps taken.
E. Except where there exists an emergency situation or other circumstances necessitating
otherwise, Grantee may interrupt service for the purpose of repair or upgrading of the cable
communications system, only during periods of minimum use.
F. Should a subscriber have an unresolved complaint regarding cable television operations,
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the subscriber shall be entitled to file his complaint with the City, which shall have primary
responsibility for the continuing administration of the Franchise and the implementation of
complaint procedures. Grantee shall notify each new subscriber at the time of initial subscription to
the cable service of the procedures for reporting and resolving such complaints.
SECTION 24 - COMPANY RULES AND REGULATIONS
Grantee shall have the authority to promulgate such rules, regulations, terms and conditions
governing the conduct of its business as shall be reasonably necessary to enable Grantee to exercise
its rights and perform its obligations under this Franchise, and to assure an uninterrupted service to
its customers. Provided, however, that such rules, regulations, terms and conditions shall not be in
conflict with the provisions hereof or applicable State and Federal laws, rules and regulations.
SECTION 25 - COOPERATION WITH DESIGNATED REPRESENTATIVES
Grantee agrees to cooperate with the designated representative of the City in all matters
concerning the compliance by the Company with this franchise in its operation of the cable system in
the City of Edgewater.
SECTION 26 - FRANCHISE FEE
(a) Grantee shall pay a communications services tax as required by state and local law, as
amended from time to time. The fee shall be calculated on revenue derived by Grantee from the
provision of all cable services in the franchise area, including but not limited to subscriber service
monthly fees, pay cable fees, installation fees and leased channel fees.
(b) The franchise fee shall be paid semi-annually to the City Clerk's office and Grantee shall
file and complete an accurate verified statement of all service receipts within the City during the
period for which said semiannual payment is made, and said payment shall be made to the City not
later than sixty (60) days after the expiration of the calendar period for which payment is due.
(c) The City shall have the right to inspect Grantee's revenue records and the right to audit
and recompute any amounts that may be determined to be payable under this franchise; provided,
however, that such audit shall take place within thirty-six (36) months following the close of each of
Grantee's fiscal years. Any additional amount agreed upon by the parties and therefore due to the
City as a result of the audit shall be paid within thirty (30) days following, written notice to Grantee
by the City, which notice shall include a copy of the audit report.
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(d) The provisions of this Section 26 and any other references to franchise fees and gross
revenues shall not be in effect so long as franchise fees are paid to the State through the
Communications Service Tax provided in the Communications Services Tax Simplification Law,
Chapter 202, Florida Statutes, or a substitute tax or fee.
SECTION 27 - AVAILABILITY OF BOOKS AND RECORDS
(a) Grantee shall fully cooperate in making available at reasonable times, and the City
shall have the right to inspect the books, records, maps, plans and other like materials of Grantee
applicable to the Edgewater City System during normal business hours and upon reasonable notice to
determine Company's compliance with the terms of this franchise; provided where volume and
convenience necessitates Grantee may require inspection to take place on Grantee's premises.
(b) The City shall maintain the confidentiality of information provided by the Company
when the Company has designated such information as confidential. In the event the City is required
by applicable law to make such information available to any other person, the City shall before
making such information available give the Company notice of the request for such information so
that the Company make take such steps as it believes necessary to prevent the disclosure of such
information.
SECTION 28 - TRANSFER AND ASSIGNMENT
The Franchise, or control thereof, shall not be transferred or assigned without the prior
written consent of the City. Such consent shall be given only after a public hearing upon a written
application therefor. The application for consent to a transfer or assignment shall be signed by
Grantee and by the proposed transferred or assignee or by their representatives, evidence of whose
authority shall be submitted with the application form. Consent shall not be umeasonably withheld.
SECTION 29 - REVOCATION OF FRANCHISE
(a) The franchise issued hereunder may, after hearing, be revoked by the City for any of
the following reasons:
(i) For material failure to file and maintain a bond or to maintain insurance as required
by this franchise.
(ii) For repeated failure to correct violations of this franchise after formal written
notice has been served upon Grantee.
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(iii) For repeated material failure to maintain signal quality under the standards
provided for by the FCC and this franchise.
(iv) For any transfer or assignment ofa franchise or control thereof without consent of
the City, as required by this franchise.
(b) The franchise may be revoked only if the Company should fail to cure the violation in
subsection (a) or to take reasonable steps to cure such violation within a period of thirty (30) days
after Company shall have been notified in writing by City of such violation. If after the thirty (30)
day period, the Company has failed to cure the violation or to take reasonable steps to cure the
violation, City may after a public hearing upon no less than 20 days notice to the Company, revoke
the Company's franchise.
SECTION 30 - PRIVACY AND RIGHT OF INFORMATION
Grantee shall comply with the provisions of Federal law regarding subscriber privacy.
SECTION 31 - EQUAL OPPORTUNITY
Grantee shall be an Equal Opportunity Employer and, comply with applicable regulations of
the FCC, with respect to Equal Employment opportunities. A copy of any Equal Employment
Opportunity program shall be filed with the City upon request. Grantee shall take affirmative steps to
avoid discrimination and, to the extent practicable, encourage training and employment of minority
personnel.
SECTION 32 - FRANCHISE RENEWAL
Renewal of this franchise shall be subject to Federal law.
SECTION 33 - FRANCHISE TERRITORY
A. The Franchise is for the present territorial limits of the City of Edgewater, and for any area
henceforth added thereto during the term of this Franchise.
B. The Grantee shall be obligated to make cable service available to all dwelling units in the
City, at standard installation and service rates, subject to only the following exceptions:
1. Areas located in the City, with a density of twenty (20) dwelling units per cable
mile, shall be provided with cable television service within ninety (90) days after service is
requested, except where there are unforeseen circumstances.
2. The service may not be available at standard installation rates where there is a
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dwelling unit density of less than twenty (20).'per cable mile.
Any potential subscriber(s) in an area ofless than twenty (20) dwelling units per cable mile,
may receive cable service upon payment of an installation charge equal to the actual cost per
subscriber of extending the cable plant to provide service.
C. Density per cable mile shall be computed by dividing the number of homes in the area by
the length, in miles or fractions thereof, of the total amount of aerial or underground cable necessary
to make service to the homes in such area in accordance with the Company's system design
parameters. The cable length shall be measured from the nearest point of access to the then-existing
system, provided that the extension is technically feasible from that point of access, and located
within the Public Rights-of-Way.
SECTION 34 - RIGHT OF CONDEMNATION
Nothing in the Franchise shall limit any rights that the City may have under applicable law to
acquire by condemnation any property of Grantee provided, however, that any such acquisition shall
be for a cash price that values the property at fair market value.
SECTION 35 - SEVERABILITY
If any section, paragraph, term or provision of this Franchise is determined to be illegal,
invalid or unconstitutional by any Court of competent jurisdiction or by any State or Federal
regulatory agency having jurisdiction thereof, such determination shall have no effect on any other
section, paragraph, term or provision hereof, all of which will remain in all force and effect for the
term of the Franchise or any renewal or renewals thereof.
SECTION 36
To the extent that there is any inconsistency between a provision of this franchise agreement
and a provision of a City Ordinance it is agreed that the provision of this franchise agreement shall
control and that this franchise agreement expressly modifies any such inconsistent specific obligation
or requirement of the Ordinance, except to the extent that right of way ordinances are adopted.
SECTION 37 - FORCE MAJEURE
Prevention or delay of performance by Grantee of any obligation under this Agreement or the
Ordinance because of circumstances beyond the control of the Grantee, unforeseen circumstances or
Acts of God shall not be deemed noncompliant with, or in violation of, this Agreement or the
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Ordinance. To the extent Grantee's performance of any obligation is delayed by circumstances
described in the preceding sentence, Franchisee's compliance with such obligation shall be excused
until such circumstances are removed or resolved.
SECTION 38 - MODIFICA nON OR AMENDMENT
This Agreement, including all Appendices and Exhibits embodies the entire understanding
and agreement of the City and the Grantee, with respect to the matters covered by this Agreement
and supersedes all prior agreements and understandings between the City and the Grantee, with
respect to such matters. It may be amended only by a writing signed by both parties.
SECTION 39 - NO THIRD PARTY BENEFICIARIES
This franchise agreement is made between Grantee and the City and is not intended to and does
not create any rights or interests for any other party including without limitation any rights as a
third party beneficiary of this agreement.
PASSED AND DULY ADOPTED this Lday of November, 2005
ATTEST:
bI~
Susan J. adsworth
City Clerk
CITY COUNCIL OF THE
?::J:;d2pDA
Donald A. Schmidt
Mayor
Gch~~-J'~~J.\
Robin L. Matusick \.
Legal Assistant/Paralegal
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