2005-102
S,\Our Documents\Ordinances\O5\UNT,doc
ORDINANCE NO. ~ {JfJf)-1 () ~
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
GRANTING A CABLE FRANCHISE TO THE UNIVERSITY OF NORTH TEXAS TO
CONSTRUCT, RECONSTRUCT, OPERATE AND MAINTAIN A CABLE
TELEVISION SYSTEM IN THE CITY OF DENTON, TEXAS AND SETTING
FORTH CONDITIONS ACCOMPANYING THE GRANTING OF THIS CABLE
FRANCHISE; PROVIDING FOR A PENALTY OF FIVE HUNDRED DOLLARS,
($500), FOR THE VIOLATION OF THIS ORDINANCE; PROVIDING FOR A
SAVINGS CLAUSE; PROVIDING FOR THE EFFECT OF THIS ORDINANCE UPON
OTHER ORDINANCES AND RESOLUTIONS; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, all cable operators providing cable service within the City of Denton
("City") are required to obtain a cable franchise; and
WHEREAS, Marcus Cable Operating Company, LLC., doing business a Charter
Communications ("Charter"), currently provides cable service in the City under three sets
of agreements generally described as an "Initial Grant," the "1995 Amendments" and the
"1999 Amendments" (collectively "Charter Franchise") corresponding to Parts I, II and
III hereof; and
WHEREAS, the University of North Texas, has agreed to enter into a Cable
Franchise generally based on the Charter Franchise so that it has legal authority to
provide cable service in the City on terms generally comparable to those of Charter; and
WHEREAS, it is in the public interest for the City to grant University of North
Texas a Cable Franchise effective through April 21, 2009 based on the documents
incorporated, herein. NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON TEXAS HEREBY ORDAINS:
SECTION 1. Incorporation of Preamble. The above and foregoing preamble is
incorporated into the body of this Ordinance as if copied, herein, in its entirety.
SECTION 2. Cable Franchise. The City and University of North Texas hereby
mutually agree to be bound by the terms of this Cable Franchise in A TT ACHMENT A to
this ordinance.
SECTION 3. By its signature below, the University of North Texas, Grantee,
hereby agrees that consideration, the receipt and sufficiency of which is hereby
acknowledged, has been provided for by the changes made herein, and agrees to be
bound by and comply with such changes. The University of North Texas further
represents and agrees that the person signing below on behalf of the University of North
Texas is the properly authorized official of that corporation and has the necessary
authority to execute this document and further certifies to the City that any necessary
resolution or other act extending such authority has been duly passed and is now in full
force and effect.
SECTION 4. This Ordinance shall be cumulative of all other Ordinances and
shall not repeal any of the provisions of such Ordinances except for those instances where
there are direct conflicts with the provisions of this Ordinance. Ordinances or parts
thereof in force at the time this Ordinance shall take effect and that are inconsistent with
this Ordinance are hereby repealed to the extent that they are inconsistent with this
Ordinance.
SECTION 5. If any section, article, paragraph, sentence, clause, phrase or word
in this Ordinance or application thereof to any person or circumstance is held invalid or
unconstitutional by a Court of competent jurisdiction, such holding shall not affect the
validity ofthe remaining portions of this Ordinance, and the City Council hereby declares
it would have passed such remaining portions of this Ordinance despite such invalidity,
which remaining portions shall remain in full force and effect.
SECTION 6. The City Secretary of the City of Denton is hereby directed to
engross and enroll this Ordinance by copying the exact caption and effective date in the
minutes of the City Council and by filing this Ordinance in the ordinance records of the
City.
SECTION 7. In accordance with Section 13.02 of the City Charter, this
ordinance shall become effective twenty-one days after final approvaL The full text of
this ordinance shall be published once each week for two consecutive weeks in the
official newspaper of the City, the entire expense of which shall be borne by the
University of North Texas. The City Secretary is hereby directed to publish the full text
of this ordinance in such official newspaper of the City once each week for two
consecutive weeks immediately following the passage of this ordinance on second
reading. , f¡¡{
PASSED AND APPROVED this the~:;{ -day of
~ tUeA/
¿~)¡kri
EULINE BROCK, MAYOR
,2005.
ATTEST:
JENNIFER WALTER~"ITY SECRETARY
Bv£tt: WoltAA-/
APP VED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
BY:C)O(,~o/?~~Ù
The above and foregoing ordinance read, a~ted on first reading ,and passed to second
reading by the following votes, this the Æ day of (lI(dA~(~ , 2005, at a
regular session of the City Council.
Euline Brock, Mayor, voting {L Ý ¿ ,
Joe Mulroy, Council Member, voting ah5eaf
Pete Kamp, Council Member, voting.4:/L
Perry McNeill, Council Member, voting a y~
Bob Montgomery, Council Member voting ßJL&
Raymond Redmon, Council Member, voting b.bsen f
Jack Thomson, Council Member, voting at é/
~:e f~~I~~i~;~~~::~~~~gt~:~~:;~/dO8Jf J;, ~;tcon~ ~e;g~~;t a:~e~:~:d by
session of the City Council. -ne
Euline Brock, Mayor, voting ~
Joe Mulroy, Council Member, voting ~
Pete Kamp, Council Member, voting ~
Perry McNeill, Council Member, voting ~
Bob Montgomery, Council Member voting Jl.1f-L
Raymond Redmon, Council Member, voting ~
Jack Thomson, Council Member, voting ~
ACCEPTANCE I'/i
WHEREAS, the City Council of the City of Denton, Texas, did on theA'..< -day
of 1:uelt~ ,2005 enact an Ordinance entitled:
ORDINANCE NO. ;<005-/ C;2.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
GRANTING A CABLE FRANCHISE TO THE UNIVERSITY OF NORTH TEXAS TO
CONSTRUCT, RECONSTRUCT, OPERATE AND MAINTAIN A CABLE
TELEVISION SYSTEM IN THE CITY OF DENTON, TEXAS AND SETTING
FORTH CONDITIONS ACCOMPANYING THE GRANTING OF THIS CABLE
FRANCHISE; PROVIDING FOR A PENALTY FOR THE VIOLATION OF THIS
ORDINANCE; PROVIDING FOR A SAVINGS CLAUSE; PROVIDING FOR THE
EFFECT OF THIS ORDINANCE UPON OTHER ORDINANCES AND
RESOLUTIONS; AND PROVIDING AN EFFECTIVE DATE.
d
WHEREAS, said Ordinance was on the ;(;{ - day of rt{fAd , 2005
duly approved and subscribed by the Mayor of said City, and the sea of said City was
thereto affixed and attested to by the City Secretary;
NOW, THEREFORE, the University of North Texas, hereby in all respects
ACCEPTS, APPROVES AND AGREES TO said Ordinance, and the same shall
constitute and be a binding contractual obligation of the University of North Texas, and
of the City, without waiver of any other remedy by the University of North Texas, does
hereby file this, its written acceptance, with the City Secretary of the City of Denton,
Texas, in her office.
DATED this the
/ ~ayof ¥¿ ,2005.
::~ Uh/P~
Title: V,cc Pr~siJenl: .for fin411~c
an.! fSustnr:-ss /lffllirs
ATTEST:
By: ~/Jk c~~
Title: f y("C' Adm. -4ssi!:
CABLE TELEVISION FRANCHISE AGREEMENT
BETWEEN
THE CITY OF DENTON, TEXAS
AND
THE UNIVERSITY OF NORTH TEXAS (UNT)
March 1,2005
ATTACHMENT A
TABLE OF CONTENTS
CABLE TELEVISION FRANCHISE. PART 1..............................................................5
SECTION I. TITLE ............................................................................................................5
SECTION II. PREAMBLE.................................................................................................5
SECTION III. DEFINITIONS............................................................................................5
SECTION IV. CABLE TELEVISION FRANCHISE AGREEMENT............... ..........6
SECTION V. POLICE POWER.........................,...............................................................6
SECTION VI. SYSTEM TIMETABLE.............................................................................7
SECTION VII. IDEMNIFICATION AND INSURANCE ................................................9
SECTION VIII. COMPLAINT PROCEDURE..,.................................,.............................9
SECTION IX. CONSTRUCTION AND MAINTENANCE............................................I0
SECTION X. CONSTRUCTION AND EXTENSION ....,...............................................11
SECTION XI. CONSTRUCTION BOND REQUIRED ..................................................11
SECTION XII. GOVERNING LAW ................,.............................................................,12
SECTION XIII. CABLE TELEVISION FRANCHISE AGREEMENT TERM .............12
SECTION XIV. RENEWAL PROCEDURE ...................................................................12
SECTION XV. PERFORMANCE REVIEW...................................................................12
SECTION XVI. SECURITY FUNDIFULL FAITH and CREDIT of the STATE ..........12
SECTION XVII. LIQUIDATED DAMAGES.................................................................13
SECTION XVIII. FORFEITURE.....................................................................................14
SECTION XIX. TRANSFERS .........................................................,...............................15
SECTION Xx. FRANCHISE FEE...................................................................................15
SECTION XXI. RATES...............,...................................,...............................................16
SECTION XXIL ACCESS TO SERVICES AND FACILITIES.....................................16
. i
SECTION XXIII. EMERGENCY OVERRIDE...............................................................18
SECTION XXIV. PROGRAMMING MIX .....................................................................18
SECTION XXV. FORCE MAJEURE...................,.......................................................... I 9
SECTION XXVI. NOTICES............,................,..............................................................19
SECTION XXVII. SAVINGS CLAUSE .........................................................................20
SECTION XXVIII. CONFLICTING ORDINANCES AND RESOLUTIONS ..............20
SECTION XXIX. FEES AND COSTS ............................................................................20
SECTION XXX. PAYMENT OF TAXES.......................................................................21
SECTION XXXI. NON-LIABILITY ...............................................................................21
SECTION XXXII. WAIVERS ........................,.....,..........................................................21
SECTION XXXIII. COMPLIANCE REQUIRMENTS...................................................21
SECTION XXXIV. RESERVATION OF RIGHTS ......................................,.................22
PART I. EXHIBIT A. UNT CHANNELS RECOMMENDED LINEUP ........................23
CABLE TELEVISION FRANCHISE AGREEMENT. PART 11...............................24
SECTION I. ..........................................,...............,............................................................24
SECTION II. ...........................................,..........................................................................24
SECTION III. COMPLIANCE REQUlREMENTS..........................................................24
SECTION IV. CONFLICT ................................................................................................24
PART II. Exhibit A..........................................................................................................25
CABLE TELEVISION FRANCHISE AGREEMENT. PART III .............................31
1.
Covenants Binding.....................,...........................................................................31
2.
Customer Service ...................................................................................................31
3.
Validity of the Cable Television Franchise Agreement.........................................3l
4.
The Cable Television Franchise Agreement for Cable Only.................................31
5.
Access to Records .............................................................."..................................31
ii
6.
7.
8.
9.
10.
11.
12.
13.
14.
Cable Modem, High-Speed Data and Internet Services ........................................31
Notification of Rate Increases...,............................................................................32
Other Matters .........................................................................................................32
Institutional Network ..............................,..............................................................33
HDTV ..................................................,.................................................................36
Leased Access and PEG .3Channels............,........................................................... 7
Transfer ..................................................................................................................37
Definitions..............................................................................................................38
Compliance Requirements..............................................,......................................39
15.
Fees and Costs..,.....................................................................................................40
16.
Approval and Acceptance. .....................................................................................40
PART III. EXHIBIT A. Customer Service and Consumer Protection......................4l
1.
Customer Service Standards ........,...............,................................,........................41
2.
Pay Per View.......................................,.................................,.......,........................41
3.
Notification ............................................................................................................41
4.
Notice of Changes........................................................................ ..........................41
5.
Complaint Procedures............................................................................................42
6.
General..................................................................,................................................42
7.
Telephone Service Standards.................................................................................43
8.
Office ..............,......,...............,......................................................................,........44
9.
Installation Standards................................,............................................................44
10.
Installations/Service Calls:.....................................................................................44
11.
Service Call Charges..............................................................................................45
12.
Service Interruptions: ................,..................,.........................................................45
13.
Log of Complaints .................................................................................................45
iii
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
Bills .,......................................................................................................................46
Refunds and Credits........................................,.................................,....................46
Late Payment for Cable Service. ...........................................................................47
Disconnection ........................................................................................................47
Truth In Advertising ..............................................................................................48
Reports: ..................................................................................................................48
FCC Technical Standards ......................................................................................49
Liquidated Damages - Customer, Service Calls ....................................................50
Liquidated Damages - Other ......................,...........................................................51
Procedure for Assessment of Liquidated Damages ...............................................51
Payment of Liquidated Damages ...........................................................................52
25.
Ombudsman...........................................................................................................52
26.
City Liaison:...............................................,...........................................................52
27.
Definitions: .....................................,...............................................................,......52
iv
CABLE TELEVISION FRANCHISE AGREEMENT
PART I.
SECTION I. TITLE.
This ordinance shall be known and may be cited as "Cable Television Franchise
Agreement."
SECTION II. PREAMBLE.
This ordinance was passed after a full, open and public hearing upon prior notice and
opportunity of all interested parties to be heard and upon consideration of the University of
North Texas' qualifications, including its legal, financial and technical qualifications.
SECTION llI. DEFINITIONS.
For the purpose of Parts I, II and III of this ordinance, and when not inconsistent with
context, words used herein in the present tense include the future, the word "shall" is always
mandatory. The captions supplied herein for each section are for convenience only. Said
captions have no force oflaw, are not part of the section, and are not to be used in construing the
language of the section. The following terms and phrases, as used herein, shall be given the
meanings set forth below:
(I)
(2)
(3)
(4)
(5)
(6)
(7)
"Cable Ordinance" shall mean Chapter 8 ofthe Code of Ordinances ofthe City of
Denton, Texas.
"City" is the CITY OF DENTON, TEXAS, a municipal corporation under the
laws of the State of Texas.
"City Council" is the City Council of the CITY OF DENTON, TEXAS, or its
designated representatives.
"Grantee," "University" or "UNT" means the University of North Texas existing
under the laws of the State of Texas, duly qualified and authorized to do business
in the State of Texas, and it is the grantee of rights under this Cable Television
Franchise Agreement.
"Campus" shall mean the land and property ofthe University of North Texas,
located within the City of Denton.
"UNT Facilities" shall mean housing units and other buildings owned by the
University of North Texas.
"End Point Connection" shall mean a cable wall outlet used to provide cable
services under this agreement.
5
(8)
"User" means a person (or in some instances, a location) who receives
programming fi'om the cable system, similar to a subscriber to a for profit cable
system.
As used in this document, a word shall have the meaning set forth in Chapter 8 of the
Code of Ordinances of the City of Denton, Texas (hereinafter, the "Cable Ordinance") at Section
8-2, unless it is apparent from the context that it has a different meaning, or unless such word is
specifically defined herein. The term "Grantee" shall refer to the University of North Texas and
its successors hereunder.
SECTION IV. CABLE TELEVISION FRANCHISE AGREEMENT.
There is hereby granted by the City to grantee a Cable Television Franchise Agreement
with the right and privilege to construct, reconstruct, erect, operate and maintain, in, upon, along,
across, above, over or under the streets, alleys, easements, public ways and public places now
laid out or dedicated and all extensions thereof and additions thereto in the City, all poles, wires,
cables, underground conduits, manholes and other conductors and fixtures necessary for the
maintenance and operation in the City of a cable television system for the transmission of
television signals and other signals, either separately or upon or in conjunctions with any public
utility maintaining the same in the City, with all of the necessary and desirable appliances and
appurtenances pertaining thereto. Without limiting the generality of the foregoing, this Cable
Television Franchise Agreement shall and does hereby include the right in, over, under, and
upon streets, sidewalks, alleys, easements, and public grounds and places in the City to install,
erect, operate or in any way acquire the use of, as by leasing or licensing, all lines and equipment
necessary to the grantee's cable system and the right to make connections to UNT Facilities and
the right to repair, replace, enlarge and extend said lines, equipment and connections.
SECTION V. POLICE POWER.
Grantee shall, at all times during the term of this Cable Television Franchise Agreement,
be subject to all lawful exercise ofthe police power of the City. The right is hereby reserved to
the City to adopt, in addition to the provisions herein contained and any other existing applicable
ordinances, such additional applicable ordinances as it shall find necessary in the exercise of its
police power; provided that such additional ordinances shall be reasonable, shall not
substantially or materially conflict with or alter in any manner the rights granted herein, and shall
not conflict with the laws of the State of Texas, the laws of the United States of America, or the
rules of the Federal Communications Commission. All terms, conditions, and provisions of the
Cable Ordinance shall be deemed to be embodied in this Agreement and grantee does hereby
agree to comply with the terms of said Ordinance while this Cable Television Franchise
Agreement is in effect.
6
SECTION VI. SYSTEM TIMETABLE.
(a) Within the time period specified in (b) of this section, the grantee shall have
completely constructed a Cable System which has the capability of delivering at least sixty (60)
video channels over at least 860 MHZ Cable bandwidth (the "Cable System") and the grantee
shall use its best efforts to maximize usage of such capacity with non-duplicated video channels.
(b) The grantee shall exercise its best good faith efforts to expedite construction of
the Cable System as required in subsection above in a sound and economical manner. Subject to
the provisions of Section XXV (Force Majeure) hereof, grantee shall meet the following
schedule:
(I)
(2)
(3)
(4)
(5)
(6)
Submission of all applications for authorizations necessary for
construction of the Cable System on or before February 22,2006.
Securing all authorizations necessary to begin initial construction
of the Cable System on or before February 22,2006.
The Cable System shall have the capability to transmit video in
one direction.
Grantee shall have completed the installation of alternative
(standby) power sources at the headend on or before February 4,
2006. Thereafter, grantee shall maintain such power sources so that
all Cable System and work lines and sub-stations may be
maintained at full power for at least two (2) hours beyond the time
when normal power sources serving the Cable System have ceased.
Grantee shall provide the capability for insertion of video
programming and other video, voice and data messages into the
Cable System from the following points in the City or other
locations mutually agreed upon by the City and the grantee:
Municipal Building, 215 E. McKinney; Central Fire Station, 332
E. Hickory; Service Center, 901 Texas Street; Police Station, 601
E. Hickory; Library, 502 Oakland; Library 3020 N. Locust;
Library, 3228 Teasley Lime and Civic Center, 321 E. McKinney.
The terms ofthis section will be activated when the terms in Part I,
Section XXXIII (Compliance Requirements) are met.
In addition to the above-designated point for insertion of video
progranuning and other video, voice and data messages into the
Cable System described above, grantee shall provide a central
insertion point for the Cable System within the City, which shall be
one of the points described above and which shall include signal
switching and processing equipment as is reasonably required to
allow those utilizing the insertion points listed above to transmit to
7
(7)
(8)
(9)
the other insertion points of the Cable System, or to transmit to all
Users, at the City's option. Prior to designating the central
insertion point for the Cable System within the City, grantee shall
obtain the prior written consent of the City Manager to such
designation. The terms of this section will be activated when the
terms in Part I, Section XXXIII (Compliance Requirements) are
met.
Grantee shall provide and maintain five access channels as
follows:
(a) A local government channel to be administered by the City
or its designee.
An education channel to be administered by the Denton
Independent School District or its designee
A higher education channel to be administered by Texas
Woman's University or its designee.
A higher education channel to be administered by the
University of North Texas or its designee.
A public access channel.
(b)
(c)
(d)
(e)
The terms of this section will be activated when the terms in Part I,
Section XXXIII (Compliance Requirements) are met.
Grantee shall provide and maintain at its expense all lines,
facilities and equipmenqsuch as modulators and coders/decoders)
necessary for it to receive access programming at each of the
studios for the five access channels described above and
simultaneously distribute such programming on the cable system.
The terms of this section will be activated when the terms in Part I,
Section XXXIII (Compliance Requirements) are met.
Unless otherwise agreed by City in writing, the local government
channel shall be on channel 26; the education channel shall be on
channel 24; the higher education channel for Texas Woman's
University shall be on channel 23; the higher education channel for
the University of North Texas shall be on channel 22; and the
public access channel sh,all be on channel 25. The terms of this
section will be activated , when the terms in Part I, Section XXXIII
(Compliance Requirements) are met.
(c) The grantee has submitted its drawings and specifications for the Cable System to
the City. The City assumes no liability or responsibility whatsoever for the design or
construction ofthe Cable System by virtue of its receipt of such drawings and specifications, it
being understood that the City's approval of such drawings and specifications shall not be
required. The grantee has also submitted a detailed plan of action for the accomplishment of the
8
Cable System, including, without limitation, a timeline which will permit the City to monitor the
grantee's progress toward completing the Cable System in a timely fashion.
SECTION VII. INDEMNIFICATION AND INSURANCE.
UNT shall possess and use the right of way for cable services at UNT's sole risk. Neither UNT,
nor Denton, shall have any obligation to indemnify the other party hereto in the case of any loss
or liability arising from the use of the right of way for cable services.
SECTION VIII. COMPLAINT PROCEDURE.
I. Grantee shall provide several local offices open 24 hours per day as follows:
A. UNT will take User service complaints at either the front desk of a residence hall or at a
centralized location in Crumley Hall ("Centralized Location"). Either the residence hall
front desk or the Centralized Location, which shall act as general User service centers,
shall be staffed twenty-four hours per day, seven days per week.
B. Users needing service will report such need to either the front desk or the Centralized
Location. The staff member working the desk or the Centralized Location will log such
request in the work order log book and will also send the work order electronically to
UNT Housing Maintenance Department (940-565-4711) where the order will be printed
out. Orders shall be generally worked within 24 hours with the exception of weekends
when the order would be worked the following Monday. UNT Housing Maintenance
will check first for issues with the coaxial cable, the connectors, or the User's TV set.
C. Users may pick up and drop off any converters, remotes or other Grantee supplied
equipment at either the front desks or the Centralized Location twenty-four hours per day,
7 days per week.
2. Complaint procedure
A. Users who believe they have not received timely or adequate service can return to either
the front desk or the Centralized Location and report such whereupon the staff shall
contact the Administrative Services Officer. Users can also contact this staff member
directly or UNT's Director of Housing. Users will be advised of the complaint
procedure at least once per year in writing and will be informed as to whether the front
desk of their residence hall or the Centralized Location should be used.
B. If the operator of the satellite system providing signals to the Cable System does not
provide a clear signal, complaints in that regard shall be referred to such operator who
shall immediately correct same.
3, General
A. UNT employees who enter User rooms for work requests will wear identifying badges
and will leave a notice of entry slip to record their time, date, and purpose of entry. Users
do not have to be in their rooms for the workers to enter.
9
B. UNT Housing will give advance notice to Users as a courtesy any time the system is
taken down for emergency maintenance or repairs to the entire system. It is anticipated
that routine maintenance will be done during summers and holidays so Users' service
generally will not be interrupted.
C. UNT Housing will train desk staff regularly on expected service standards.
D. Grantee shall, not less than once a year, provide information to Users on the Cable
System with a complete list of service offerings, options, prices (if applicable), credit
policies and procedures for Users to address service complaints associated with the Cable
System.
4. Telephone service.
A. Grantee shall establish and maintain sufficient telephone lines and personnel so as to not
delay unreasonably the answering of all telephone calls. The City, upon receipt of
documented complaints from more than ten Users during a single business day between the
hours of 8:30 a.m. and 6:00 p.m. regarding their inability to reach a live, personal
representative of grantee during non-emergency, non-system outage periods, may seek
liquidated damages as provided in Section ~-128 of the Cable Ordinance.
SECTION IX. CONSTRUCTION AND MAINTENANCE.
(a) All structures, lines and equipment erected by grantee within the City shall be so
located as to cause minimum interference with the proper use of streets, alleys, easements, and
other public ways and places and to cause minimum interference with the rights or reasonable
convenience of property owners, and grantee shall comply with all reasonable, proper and lawful
ordinances of the City now or hereafter in force. Existing poles, posts, conduits, and other such
structures of any electric power system, telephone company, or other public utility located in the
City shall, when possible, be made available to grantee for leasing or licensing upon reasonable
terms and rates and shall be used to the extent practicable in order to minimize interference with
travel and avoid unnecessary duplication of facilities. Poles owned by City shall be made
available to grantee for its use under the terms, conditions and provisions of a separate Pole
Rental Agreement to be negotiated between the parties.
(b) Grantee shall not open or disturb the surface of any street, sidewalk, driveway or
public place that is not owned by grantee for any purpose without first having obtained a permit
to do so in accordance with the applicable ordinances, including, but not limited to, Chapter 21
of the Code of Ordinances ofthe City of Denton, Texas, except that grantee shall not be required
to post a bond prior to commencing such disturbance. Grantee specifically agrees to pay any
fees in connection herewith required by applicable City Ordinances. In case of any disturbance
by the grantee of City-owned pavements, sidewalk, driveway, or other surfacing, grantee shall, at
its own cost and expense and in a manner approved by the City, replace and restore all paving,
sidewalk, driveway or surface so disturbed in as good condition as before said work was
commenced.
, 10
(c) In the event that at any time during the period of this Cable Television Franchise
Agreement the City shall elect to alter or change any City-owned street, alley, easement, or other
public way requiring the relocation of grantee's facilities, then in such event, grantee, upon
reasonable notice from the City, shall remove, relay, and relocate the same at its own expense.
(d) Grantee shall, on the request of any person holding a building moving permit
issued by the City, temporarily raise or lower its lines to permit the moving of the building. The
expense of such temporary removal shall be paid by the person requesting the same, and grantee
shall have the authority to require such payment in advance.
(e) All poles, lines, structure or other facilities owned by grantee in, on, over and
under the streets, sidewalks, alleys and easements and public grounds or places ofthe City shall
be kept by grantee at all times in a safe and substantial condition.
SECTION X. CONSTRUCTION AND EXTENSION.
(a) Grantee has submitted a construction plan that includes system design details,
equipment, specifications and design performance criteria. The plan also includes a map of the
entire authorized areas of service and the mandated areas of service, and the dates by which
service will be provided to each area.
(I)
The areas within the authorized area where the cable system is
currently available, including a schedule of construction for each
year that construction or reconstruction is proposed.
(b) In regards to the mandated areas of service, grantee does not intend to provide
cable services outside of the UNT Campus. If grantee desires to provide cable service outside of
the UNT Campus, within the City of Denton, grantee shall be required to receive permission
from the City of Denton prior to providing any cable service outside of the UNT Campus, and
this agreement shall be amended to reflect the terms and conditions of the provision of cable
service by grantee.
(c) Nothing in this section shall prevent the grantee from constructing or
reconstructing the system earlier than planned. However, any delay in the system construction
beyond the times specified in the plan report timetable must be submitted to and approved by the
City Council.
(d) Grantee shall construct, install, operate and maintain its system in a manner
consistent with any construction standards submitted by grantee as a part of its application.
Consistent with State law, grantee agrees to comply with applicable codes, and any supplements
or amendments thereto, including any codes referenced in its application.
SECTION XI. CONSTRUCTION BOND REQUIRED.
Construction Bond shall not be required. The City recognizes the full faith and credit of
the State of Texas as sufficient for the construction bond required.
11
SECTION XII. GOVERNING LAW.
To the extent applicable to grantee, this Cable Television Franchise Agreement is
governed by and subject to all applicable provisions of the Communications Act of 1934, as
amended through 1996; regulations promulgated by the Federal Communications Commission
pursuant thereto prior to acceptance by grantee of this Cable Television Franchise Agreement as
provided in Part III, Section 26; as well as the laws of the State of Texas, not inconsistent
therewith.
SECTION XIII. CABLE TELEVISION FRANCHISE AGREEMENT TERM.
This Cable Television Franchise Agreement shall take effect and be in full force from and
after acceptance by grantee as provided in Part III, Section 26, and the same shall continue in full
force and effect until four (4) years from the effective date. Notwithstanding the foregoing,
grantee reserves the right to terminate this Agreement without penalty with sixty (60) days
written notice to the City if grantee ceases to provide cable services under this Agreement, or in
accordance with applicable laws.
SECTION XIV. RENEWAL PROCEDURE.
This Cable Television Franchise Agreement shall be subject to renewal in accordance
with the terms and conditions of Section 626 of the Cable Communications Policy Act of 1984,
47 US.C. 546, as amended through 1996.
SECTION XV. PERFORMANCE REVIEW.
The parties agree that the City shall have the right to conduct a performance evaluation
with the grantee and the Users relating to this Cable Television Franchise Agreement. The
grantee agrees to incur the costs ofthe evaluation and the City's ascertainment of the current
cable-related needs and interests of the Users; provided, however, that the total payment by the
grantee shall not exceed Twenty-Five Thousand ($25,000.00) Dollars. This sum shall be
adjusted on the basis of the proportion that the ,then all Urban Consumer Price Index (CPI-U) for
the Dallas/Fort Worth Standard Metropolitan Statistical Area bears. The City shall provide
grantee with the names of three nationally recognized independent cable television consulting
firms and the grantee, together with the City, shall select one of the three consultants to perform
the evaluation. Grantee agrees that such costs are in addition to and not to be deducted from the
franchise fees due the City. The terms of this section will be activated when the terms in Part I,
Section XXXIII (Compliance Requirements) are met.
SECTION XVI. SECURITY FUNDIFULL FAITH AND CREDIT OF THE STATE.
(a) UNT shall not be required to pay to Denton a security deposit. The City
recognizes the full faith and credit ofthe State of Texas as security under this agreement.
(b) To the extent allowed by applicable law, the City Manager may make demand
upon the State of Texas in the event of any of the occurrences set forth in this Section and in
12
Section 8-128 (Liquidated Damages), of Chapter 8, Cable Television, of the Code of Ordinances
of the City of Denton, Texas. Within ten (10) days after notice to it that any amount has been
withdrawn or paid out, as is appropriate, from the security fund deposited pursuant to subdivision
(a) of this section in accordance with Section 8-128 (Liquidated Damages).
(c) Examples of a basis for drawing upon the security fund include, but are not
limited to the following:
(I)
(2)
(3)
(4)
(5)
failure of the grantee to pay to the City any taxes after a written
notice of delinquency in accordance with the prompt payment act.
failure of the grantee to pay to the City after a written notice on
any amounts due and owing the City by reason of the indemnity
provision in accordance with the prompt payment act.
failure by the grantee to pay to the City, any liquidated damages
due and owing to the City pursuant to Section 8-128 of Chapter 8,
Cable Television, of the Code of Ordinances of the City of Denton,
Texas;
failure by the grantee to pay to the City any amounts due pursuant
to Section 8-57(g) of the Chapter 8, Cable Television, of the Code
of Ordinances of the City of Denton, Texas;
failure by the grantee to pay, after a written notice, any amounts
owing as ffanchise fees pursuant to this Cable Television Franchise
Agreement, in accordance with the prompt payment act.
(d) The rights reserved to the City with respect to making demand upon the State are
in addition to all other rights of the City whether reserved by this contract or authorized by law,
and no action, proceeding or exercise of a right with respect to such security fund shall affect any
other right the City may have.
SECTION XVII. LIQUIDATED DAMAGES.
To the extent allowed by law, the parties agree to the liquidated damages specified in
Section 8-128, Liquidated Damages ofChaptèr 8, Cable Television, of the Code of Ordinances
of the City of Denton, Texas, as adopted on the 1st day of November, 1988, but without prejudice
to any other remedies available to the parties hereto to the extent permitted by law. The parties
agree that the liquidated damages set forth in the ordinance may be greater or less than the City's
actual damages and such damages represent the best estimate by the parties hereto as the likely
extent of such damages. The liquidated damages are not intended to constitute a penalty, but
rather, are designed to save the parties from having to engage in costly litigation with regard to
the extent of such damages. In addition to the amounts set forth in the Cable Ordinance, the
following liquidated damages shall apply:
13
(a)
per day.
ForbreachofanYserv' t d d
"', "" "' ""OPt'" pO"""" t, S"'"'o VIn. h_£$20()
~ FORFEITURE.
If grantee should violate any of th t . .
Television Franchise Agreement .f e enuhs, cond1(¡ons Or provisions of this Cable
. . or 1 granlee s ould fail to Com 1 'th
p""'""m of.,y """""'", ""h, Ci<y ro "'0;" , p y w, "'y -1,
"'on,,", o,"'bU, w',," oflli, City "" ~ ld g boo" by -,"" oflli",_, 'II",",
oo~pJYw¡ili >b, """ Ii" , Pori" 'f <hi.; (,~ ) J""";; """~ 00"""", ~ '¡"" "' full '"
Wnó'g by~, C;<y '" co", "" '"-",, ¡¡,,'" '" ,,::," -", ',b~llw" b"" ""óü", ~
~"'g""t", ""y be d"""", t. h"" ,."'it", i:.d "'I,""" "' '.1"", t. """ply '" 'P~moJ,
lli, ngh" "'" Pri";"g~ "'"fod by llii, C b1 T 1 '"""'1., '"' """ "'-Yfo,[OI '"' '""W ,"
such forfeiture shan be declared Only bY":tte ed ev1S10n Franchise Agreemenl; provided that
d , "" '" """O"of'""C;~C ' it .'
pro"o '"",~ fuNh m 8"'"'0 8-59 'f~ C", 0 d "'0" . "full""o, ""
bofure lli, C;IyCo"," "'-g -"" ~ . , """"~ "'d '" 'PProPri", pOOH, P",,""jog
respond to any such notice of violation ... ~el process and fun oPPOrtunity to be heard and to
C 'J ' "' ~ "'" to ~~P/Y' '"' prov"" h h
0""" ""Y. '" i" di"","" .., 'Po", finrun of' J ,. ," "" ~ t "1lre Œy
I~,., P,"'IIy"", ¡¡""'¡'ore "f~¡, C,"l, T'I,,;,;" o~ ,"0"", ,,"lore '" '""'Ply. ;"'po",
'<01",,00 " !;;Iore '0 -ply oM, "ho",", b 0 """h"'Agre""", 0' ""'"~~,
'b,¡¡ ba" ,"0 rigb, '0 "'1'Otl ~y """'og Of~Ol;t""'" Ofm""",,"g "æ"",,-. a""""
P"m,y "'", "'k "".,-', ""y"",,, "m "", w'"'.""",, '" ""'P'y"",, ""y -""'"
by ~o Ci<Ylo re,oko ~;, C'bI, Tok."" G '" h '"",,""'h"" '"~. Went or "'Yd"-""",,
stayed during the pendancYofanYJ'Ud' '1 r: c 1se greement, such a delermination shan be
1C1a revIew thereof
(b) If the City Manager determines that th , ,
he shan issue to the grantee by Cert1' "led m '1 ,e ~antee 1S hable for liqUidated damages
Th . " . """~ Of"",,,. t '. ,
e notlCe shan Set forth the basis ...or th 10n 0 assess hqUJdated damages
d. " 0 "'-"'" "'" '/WI ", lli .'
""'gœ "'1/ b, œ"""" ""m ~"'d, of ili f I ' "m '-,oo u", ¡",Id"",
hearing before the City COuncil If the grant e ndo l~e Un ehss t~e assessment notice is appealed for
d " , ee esJres a eal1ng befo th C' C "
00" "WOO'" """"Of'l>"'1 by",""" """ ~ tho " re .' 'Iy """'Ii", 'Imll
dale on wh1ch the City sent the notice of' I t' C1 Y Manager W11h1l1 ten 00) days of the
C' '6 111 en 10n to assess llqU1dat d d
'ty ,.'...."'~.V~ ""b ,"ob" Jiu", ~ . ' ""g~. 10 ~'"v"", /b,
'" b"d wi<b;n Wny (30) do,. of,,,,, do","" '.'i:'";,":;:' ~' h""",,"" 'b, -""", ""'~I -""
"q';d""" -,.. ""he, """'lIy ""'"'oJ b '~ c' "Y ~""he ","co 'f",,~",",,~-
"'d b&<d 0",', "'. beI¡",,;, ;¡~, C; <y C Y, ~ "y "" ~'g,.."",. ^fio"""""ri""
relief should be granted or (b) t'hat th ounc1 1I1ds (a) that an extension of time or other'
' 6 'ere was never a v10lation th 'h 11 '
"'00""", ""-"", of H""d."" ",",'g" If<h C', fi . O"", ""'" fu, C;<y
'M_"" Ofli"""",,, """'8M 0 '" '. "Y """ .~" <ire f"" w_,~,
""w~. "'0,", OfJ;q'M d."",;, :":;:",0. "-( ". c,<y m,y" "'Y",", """""",
of <h, C""J, O"'~""" 'p '0 <h'",lJ "'" "": '7'"'" fu'd "",."", p-"", to S""on 8'128
-Idoriog w,- " "" ~ w,lv, "I ,: , Oct ~'ruf'" hq,,- d_~ " "" d"",. ~
,", -,~ b~",do" ,", Cüy ""~I ~",;d:'w',~' " :,"y I;q';d~'<l ""- '"-bJ, 'go",
"""o;fudo or"'Yprio< h-h" of <hi, A "eo "",""O~"" eo"""", 1toq"'"'Y"'d
-tw "'"OJ b"""h", b"""h". g""",", hy ~o -tw "'d ~o ,- wi~ which ~o
14
SECTION XIX. TRANSFERS.
All ofthe rights and privileges and all of the obligations, duties, and liabilities created by
this Cable Television Franchise Agreement shall pass to and be binding upon the successors of
the City and the successors and assigns of grantee; and the same shall not be assigned or
transferred without the prior written approval of the City Council, which approval shall be
sought and obtained in accordance with Section 8-62 of Chapter 8, Cable Television, ofthe Code
of Ordinances of the City of Denton, Texas. While this Cable Franchise Agreement is in effect,
grantee specifically agrees to comply with the provisions of said Section 8-62 of Chapter 8,
Cable Television, of the Code of Ordinances ofthe City of Denton, Texas.
SECTION XX. FRANCHISE FEE.
In consideration of the terms of this Cable Television Franchise Agreement, effective
twenty-one days after final approval, and when the cable system is activated, grantee agrees to
pay to the City a sum of money as a franchises fee as described herein. In order to ensure that
this Franchise is competitive neutral and not discriminatory as to other cable operators in the
City, the City requires, and the grantee agrees, the grantee shall pay a franchise fee equal to
$0.455 per month per each End Point Connection providing service during the term of this
Franchise. The grantee shall pay to the City the franchise fee as calculated in accordance with
this section in quarterly installments within forty-five (45) days after March 30, June 30,
September 30 and December 31 of each year the franchise fee attributable to the preceding
quarter. Included with such payment will be a:report on the number of End Point Connections
providing service on a monthly basis by street address and room number. Such franchise fee is a
5% fee based upon a present estimated retail v<llue of the cable services of$9.10 per End Point
Connection when provided in bulk. The $0.455 charge is 5% ofthe retail bulk value of the cable
services provided by the grantee.
Further the City may adjust the franchise fee no more than once every two years to reflect
any increases in the charges for such services by the other cable providers in the City providing
similar services with 30 days' notice to grantee, In the event the grantee provides additional
services, the City reserves the right to reasonably estimate the retail market value of those
services based upon the rates of the grantee and other cable providers in the City of similar
services and adjust this franchise fee to be 5% of the value ofthose services accordingly with 30
days' notice to Grantee. Examples of such services includes, but is not limited to the following:
(a) Revenue from all charges for services provided to Users of entertainment and
nonentertainment services, including leased access fees;
(b) Revenue from all charges for the insertion of commercial advertisements,
including but not limited to launch fees, upon the cable system; and
(c) Revenue from all charges for the installation, connection and reinstatement of
equipment necessary for the utilization of the cable system and the provision of User and other
services.
15
SECTION XXI. RATES.
The grantee shall not charge a fee for cable services to the Users of the cable system
separate from the fees it charges for housing. If applicable and to the extent permitted by federal
and state law, the City may regulate the following rates, fees and charges:
(c)
Rates for the provision of basic cable service to Users whether residential or
commercial, including multiple tiers of basic cable service.
Rates for the initial installation or the rental of one set of the minimum
equipment, which is necessary for the Users' receipt of basic cable service.
Any other rates for any type of services delivered by the grantee that may become
subject to local regulation.
(a)
(b)
SECTION XXII. ACCESS TO SERVICES AND FACILITIES.
Grantee shall provide the minimum range of services required from time to time by the
FCC as its regulations presently exist or may hereafter be amended including, without limiting
the foregoing, public, educational and govemmental use channels in accordance with the
following conditions:
(a) Grantee shall provide and maintain five channels for public programming,
educational programming and govemmental programming as set forth in Sections VI (b)(7) and
VI (b)(8) above. The terms of this section will be activated when the terms in Part I, Section
XXXIII (Compliance Requirements) are met. '
(b) The public access channel described in Section VI (b)(7)(e) above shall be made
available for non-commercial use to qualifying applicants without charge when requested all in
accordance with the rules hereinafter mentioned. The terms of this section will be activated
when the terms in Part I, Section XXXIII (Compliance Requirements) are met.
(c) Rules shall be established by the cooperative effort of City and the grantee
regarding access programming, priority of use for the access channel, prohibition of lottery
information, obscene or indecent matter, and permitting public inspection of the complete record
of names and addresses of all persons or groups requesting access time. The terms of this section
will be activated when the terms in Part I, Section XXXIII (Compliance Requirements) are met.
(d) Should a dispute arise between the user of an access channel and the grantee
relative to the quality of the audio or visual signal, at the request of either, the dispute will be
submitted to an independent engineer to be jointly selected by City and grantee. The party
requesting that such testing be performed shall be required to pay for the cost of testing and
analysis performed by the engineer, unless the engineer shall find that there is a distortion of
signal quality. If a distortion is found, the party responsible for causing the distortion shall pay
the cost oftesting. The terms of this section will be activated when the terms in Part I, Section
XXXIII (Compliance Requirements) are met.
16
(e) Subject to Section 8-101 of the Cable Ordinance, the grantee agrees to provide
reasonable equipment to be used by access cable casters with the aid of a technical and
production staff to be provided by the cable operator. Equipment that can store programs for
later showing shall be provided. In addition, grantee shall make available a centrally located
studio to all access users on a first-come, first-serve basis. Grantee shall provide, at a minimum,
the production equipment and facilities designated in "Part I, Exhibit B." All equipment shall be
maintained in good working order by grantee and shall be replaced as needed, consistent with
good operating practice. The terms ofthis section will be activated when the terms in Part I,
Section XXXIII (Compliance Requirements) are met.
(f) Grantee agrees to maintain a local programming studio and shall provide adequate
staffing and equipment for the local progrannning studio, and for training of the public in the use
of production equipment. Grantee shall keep a log of inquiries by citizens requesting such
training and shall conduct free training sessions in use of cablecasting equipment cablecasting
techniques not less than once each three months during the term hereof. The terms of this
section will be activated when the terms in Part I, Section XXXIII (Compliance Requirements)
are met.
(g) Grantee also agrees to provide an instructor and the facilities to train, without
charge, once per year, potential access users through sessions offered through the Denton
Independent School District. The terms of this section will be activated when the terms in Part I,
Section XXXIII (Compliance Requirements) are met.
(h) Grantee shall establish rules and rates if necessary, to ensure that the studio is
available in an equitable manner provided that grantee shall not, charge for use of the public and
educational access channels unless City has approved the charging of the proposed. The terms of
this section will be activated when the terms in Part I, Section XXXIII (Compliance
Requirements) are met.
(i) As required by applicable law, the parties hereby incorporate by reference the
provisions of 47 D.S.C. 532. Applicable provisions are incorporated herein to assure that the
widest possible diversity of information sources are made available to User from the Cable
System in a manner consistent with the growth and development of the Cable System. User may
add additional cable channels to the Cable System in order to comply with the requirements of
47 US.C. 532
(j) Grantee shall undertake any and all constmction installation necessary to keep
current with the latest technological and economically feasible developments in the state-of-the-
art for cable television, whether with respect to increasing channel capacity, developing new
services, and instituting two-way service or any other state-of-the-art technology. Further,
grantee specifically agrees to comply with Section 8-163 of the Cable Ordinance. The terms of
this section will be activated when the terms in: Part I, Section XXXIII (Compliance
Requirements) are met.
17
SECTION XXIII. EMERGENCY OVERRIDE.
Grantee shall provide and maintain the' equipment necessary for the City to maintain an
emergency alert system to override, by any telephonic means, the audio and/or video signal to
transmit a message regarding a bona fide emergency over all cable video channels
simultaneously. At City's option such message shall be transmitted either by a text crawl across
the bottom of the screen or by audio override and video blanking on all channels. For telephonic
activation of the emergency alert system, grantee shall provide City with the ability to activate
the system from any telephone but with an appropriate security code and procedures. Grantee
shall provide appropriate training to City personnel as may be necessary to operate the systems,
equipment and facilities described in this Section. Grantee shall designate a channel, which will
be used for emergency broadcasts. Grantee shall provide a remote data terminal, telephone lines,
modems, cables and any other items needed to adequately supply this service. Such equipment
shall be maintained at a location designated by City.
SECTION XXIV. PROGRAMMING MIX.
(a) Grantee agrees to provide programming that at least substantially maintains the
mix of distinct and separate channels listed in Exlfibit A. In accordance with the Cable Act, the
grantee shall, for the term of this Agreement, substantially maintain at least the mix, quality and
level of programming set forth in Exhibit A.
(b) In addition to the programming.mix indicated above, grantee will use the
upgraded system to provide a wide range and assortment of optional programming services.
Grantee shall provide, at a minimum, the following additional services:
(1)
provision of an additional full channel space for films and cultural
entertainment programming;
(2)
provision of an additional full channel space for children's
entertainment programming;
(3)
(4)
addition of a full channel space for documentary, public
broadcasting programming;
addition of a full channel space devoted to weather information
service;
(5) addition of a Pay-Per-View Channel.
The terms of this section will be activated when the terms in Part I, Section XXXIII
(Compliance Requirements) are met.
(c) Grantee agrees to produce a minimum of 400 hours of local origination
programming annually including but not limite:d to NTTV productions.
18
SECTION XXV. FORCE MAJEURE:
In the event the grantee's diligent performance of any of the terms, conditions,
obligations or requirements of this agreement is prevented or impaired due to any cause beyond
its reasonable control which was not reasonably foreseeable to the parties hereto, such inability
to perform shall be deemed to be excused for the period of such impairment, and no penalties or
sanctions shall be imposed. Before invoking this section, the grantee must have exercised good
faith in attempting to perform such terms, conditions, obligations or requirements. Causes
beyond the grantee's reasonable control and not reasonably foreseeable to the parties hereto shall
include, without limitation, labor unrest and strikes. Upon its best good faith efforts to obtain all
authorizations on an expedited basis, the grantee shall also be excused for time delays in
construction requhrements in Section VI which are caused by unreasonable delays on the part of
utility companies or the City in issuing licenses, permits or authorizations for poles and conduits
or other authorizations necessary to continue construction. Where the grantee cannot obtain
access to any individual's property, after due diligence and a good faith effort by the grantee to
obtain access to such property, compliance with the terms of this agreement shall be excused by
the City as to that individual and the consequential effects thereof only, and only for such period
as the property is inaccessible. Where the cause beyond the grantee's control is either an act of
God or civil emergency, an inability to perform during such period shall not be an independent
ground for termination of this agreement.
SECTION XXVI. NOTICES.
All notices, statements, demands, requests, consents, approvals, authorizations, offers,
agreements, appointments or designations hereunder by any party to another shall be in writing
and shall be sufficiently given and served upon the other party, immediately if delivered
personally or by telex or telecopy (provided with respect to telex and telecopy that such
transmissions are received on a business day during normal business hours), on the second
business day after dispatch if sent by first class mail, registered or certified, return receipt
requested, postage prepaid and addressed as follows:
The City:
City Manager
City of Denton, Texas
215 E. McKinne? Street
Denton, Texas 76201
Public Information Officer
City of Denton, Texas
215 E. McKinne~ Street
Denton, Texas 76201
City Attorney
City of Denton, Texas
215 E. McKinney Street
Denton, Texas 76201
The Grantee: University of North Texas
Office of the Vice President of Finance and Business Affairs
P.O. Box 310500
Denton, TX 76203
SECTION XXVII. SAViNGS CLAUSE.
If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any
reason held invalid or unconstitutional by a federal or state court or administrative or
governmental agency of competent jurisdiction, specifically including the Federal
Communications Commission, such portion shall be deemed a separate, distinct and independent
provision, and such holding shall not affect the validity of the remaining portions thereof.
SECTION XXVIII. CONFLICTING ORDINANCES AND RESOLUTIONS.
In the event of any conflict between the terms of Parts I, II, and III this Cable Television
Franchise Agreement, Part II of this Cable Television Franchise Agreement (including exhibits
thereto) shall prevail over Part I, and Part III of this Cable Televison Franchise Agreement
(including exhibits thereto) shall prevail over Parts I and II. In the event of any conflict between
the terms of this Cable Televison Franchise Agreement and any City Ordinance, that provision
which provides the greatest benefit to the City,. in the opinion of the City Council, shall prevail,
subject to the Reservation of Rights in Part I, Section XXXIV.
SECTION XXIX. FEES AND COSTS.
(a) The grantee shall provide to the City a lump sum grant of $4,000 for capital
facilities for the PEG Channels on the dates and in the amounts set forth below. City shall
allocate such grants among the entities administering the PEG Channels as it determines is in the
public interest. The grant will be paid upon acceptance of this Cable Television Franchise
Agreement by the grantee. The terms of this section will be activated when the terms in Part I,
Section XXXIII (Compliance Requirements) are met.
(b) The grantee will reimburse the City all its costs, which exceed the initial $5,000,
in association with the preparation and award qf this Cable Television Franchise Agreement,
including publication costs and costs of consultants and attorneys, not to exceed $1,500. In
addition, the grantee will reimburse the City al! its costs in association with the preparation and
award of a Cable Television Franchise Agreement Renewal, including publication costs and
costs of consultants and attorneys. The preceding reimbursement requirement applies whether a
Cable Television Franchise Agreement is executed.
(c) The grantee will remit its check;for such costs within thirty (30) days of the City
invoicing the grantee for same. Reimbursement of costs under this provision shall not be
considered a payment of franchise fees, shall not reduce the franchise fee otherwise payable and
shall not be passed through to Users. Grantee specifically waives any claim to the contrary.
¸20
SECTION XXX. PAYMENT OF TAXEs.
If required by law, the grantee covenants and agrees that it will pay and discharge, or
cause to be paid and discharged, in timely fashion all payments in lieu of taxes, service charges,
assessments, utility fees, user fees and other governmental charges which may lawfully be
imposed upon the grantee with respect to the grantee or the cable system or any portion thereof
or relating thereto, or upon the revenues and income therefrom and will pay all lawful claims for
labor, material and supplies which, if unpaid, might become a lien or charge upon any of said
properties, revenues or income or which might impair the security interest granted by this
agreement or the value of the cable system or the grantee; provided that nothing in this section
shall require the grantee to make any such payment so long as the grantee in good faith shall
contest the validity thereof.
SECTION XXXI. NON-LIABILITY. '
The City shall not be liable to the grantee or any other person or entity for death or
personal injury or for loss, damage or destruction of property in, on or about the cable system or
any part thereof by or from any cause whatsoever other than the City's own negligence or willful
misconduct, nor shall the City be liable in any ~vay or regard to the grantee or to any of grantee's
affiliates, officers, directors, members, agents 6r employees if any claim is asserted against the
grantee by any taxing authority or other entity 'as the result of any election or decision which the
grantee may make or may have made with respect to the cable system for purposes of filing
federal or state income or franchise tax returns or making any other type of filing whatsoever.
SECTION XXXII. WAiVERS.
No waiver by either Party hereto of any breach, default or violation of the terms,
covenants or conditions hereof to be performed, kept and observed by grantee shall be construed
to be or act as a waiver of any subsequent default of any of such terms, covenants and conditions.
SECTION XXXIII. COMPLIANCE REQUiREMENTS
When grantee's cable End Point Connections exceed Five Thousand (5,000) within the
City of Denton, the grantee will be required to ~omply with the below listed sections, or parts of
sections, upon request from the City.
Section VI, SYSTEM TIMETABLE, (b), (5), (6), (7) (8) and (9).
Section XV, PERFORMANCE REVIEW.
Section XXII, ACCESS TO SERVICES AND FACILITIES, (a), (b), (c), (d), (e), (f), (g),
(h), and (j).
Section XXIV, PROGRAMMING MIX, (b).
Section XXIX, FEES AND COSTS, (a).
'21
SECTION XXXIV. RESERVATION OF RIGHTS
(a) Submission of an application for a cable franchise and acceptance of this Cable
Television Franchise Agreement by the grantee, does not waive any rights, privileges and
immunities grantee has, in law or in equity, as a public university authorized to operate under
Chapter 105 of the Texas Education Code and operating as an arm of the State of Texas.
Further, in submitting the application for a franchise, accepting the award of a franchise from the
City, and entering into this Cable Television Franchise Agreement, grantee is neither expressly
nor implicitly consenting to the jurisdiction of the City or to its ordinances notwithstanding any
contrary term or clause included in this Cable Television Franchise Agreement. In the event of
a contradiction between this contractual provision and any other contractual provision included
herein, this provision shall take precedence.
(b) Grantee reserves the right to contest thc applicability of thc City's Charter and
any or all of its ordinances in the future and also specifically reserves the right to contest the
premise that it is required to.obtain a franchise from the City. In submitting an application for a
cable franchise and entering into this Cable Television Franchise Agreement under protest,
grantee is not in any way conceding or establishing a precedent that would make City
Ordinances applicable to grantee as a public university authorized to operate under Chapter 105
of the Texas Education Code and operating as an arm of the State of Texas and this application
should not be construed in such a manner by any party. Such interpretation is expressly denied
by grantee and the University of North Texas System.
(c) Although Grantee may contest the applicability of the City Charter or the premise
that it is required to obtain a franchise from the City, Grantee shall comply with this Cable
Television Franchise Agreement unless and until relieved of the obligation to do so by order of a
court of competent jurisdiction, FCC regulation, rule or order, state or federal law, regulation or
rule, Texas Attorney General's opinion. Grantee shall notify the City in writing if Grantee is
relieved by order of a court of competent jurisdiction, FCC regulation, rule or order, state or
federal law, regulation or rule, Texas Attorney General's opinion. The City may elect to pursue
its remedies under applicable law.
22
Exhibit A
UNT channels
Recommended
lineup
1. IND - KDTN
2. PBS - KERA
3. CBS - KTVT
4. ABC - WFAA
5. NBC - KXAS
6. WB - WKAF
7. UPN - KTXA
8. FOX - KDFW
9. UNI - KUVN
10.TMO - KXTX
11 .TFT - KSTR
12.ND - KFWD
13.1ND - KDFI
14.A& E
15.Bloomberg
16.BET
17.Boomerang
18.Cartoon
Network
19.CNN
20.CNN Headline
News
21 .Comedy Central
22.CSPAN
23.E!Entertainment
24Fox News
25.FX
26.History
27.Learning
Channel
28.Lifetime
29.MTV
30.MTV2
31 .Nickelodeon
' 32.Sci-Fi
33 .TBS
34.TNT
35.TV Land
36.USA
37.VH1
38.Weather Channel
39.ESPN
40.ESPN2
41 .ESPN News
42.ESPN Classic
43.Fox Sports Net
44.Fox Sports World
45.Jade East
46.Jade World Super Channel
47.Chinese Movie Channel
48.CCTV-4
49.BBC America
50. News World International
51 .Trio
52.1FC
53.Bravo
54.WE
55.Hallmark
: 56.Lifetime Movie Network
Replacement Channel
Options:
College Sports Television
Spike
23
Cable Television Franchise Agreement
PART II.
SECTION I. This Part II relates to the Cable Television Franchise Agreement granted by
the City of Denton ("City") in Part I of this agreement, as amended and supplemented by Part II
and Part III of this agreement. The foregoing Part I, this Part II and the following Part III are
hereinafter referred to collectively as the "Cable Television Franchise Agreement."
A) To the extent allowed by law, execution by grantee of the acceptance referred to
in Part III, Section 26 of this Ordinance, which includes accepting the agreement attached as
Exhibit A to this Part II, including, without limitation, grantee's agreement to pay liquidated
damages not less than $4,000 for failure to comply with customer service standards in
accordance with Section D1 of the agreement that is attached as Exhibit A to this Part II,
including, without limitation, the following conditions:
(1)
Grantee will provide the capability for insertion of video programming
and other video, voice, and data messages into the cable system at the
points in the City in accordance with the temas required under Section VI
(b) (6) of Part I of the Cable Television Franchise Agreement, and will
comply completely with the above section of the Cable Television
Franchise Agreement. The terms of this section will be activated when the
terms in Part II, Section III (Compliance Requirements) are met.
SECTION II. Grantee may, at any time and from time to time, assign or grant or
otherwise convey one or more liens or security interests in its assets, including its rights,
obligations and benefits in and to the cable television system and Cable Television Franchise
Agreement, to any lender providing financing $o grantee. Any assignment or transfer by a lender
or as a result of a foreclosure will require the City's consent as provided in the Cable Television
Franchise Agreement.
SECTION III. (COMPLIANCE REQUIREMENTS) When grantee's End Point
Connections exceed Five Thousand (5000) within the City of Denton, the grantee will be
required to comply with the below listed sections, or parts of sections, upon request from the
City.
Part II, Section I, (A), (1).
Part II, Exhibit A, Section E, Service Equipment for Public Facilities.
Part II, Exhibit A, Section J, Other Provisions, (1).
SECTION IV. (CONFLICT) In the event of any conflict between the terms of Parts I, II,
and III this Cable Television Franchise Agreement, Part II of this Cable Television Franchise
Agreement (including exhibits thereto) shall prevail over Part I, and Part III of this Cable
Television Franchise Agreement (including exhibits thereto) shall prevail over Parts I and II. In
the event of any conflict between the terms of !his Cable Television Franchise Agreement and
a~y City Ordinance, that provision which provides the greatest benefit to the City, in the opinion
of the City Council, shall prevail, subject to the Reservation of Rights in Part I, Section XXXIV.
~24
PART II
EXHIBIT A
A. The promises, covenants, and conditions contained herein inure to the benefit of
the City and are binding on grantee.
Customer Service.
1. As required by applicable law, Grantee will comply with the customer
service rules of the FCC as presently in effect, 47 CFR § 76.309.
Grantee's compliance shall be measured and enforced as follows:
For the purpose of such rules "normal business hours" therein are
deemed to be 8:30 AM to 5:30 PM Monday through Friday.
Transfer to or answering by a voice mail system (or other
atttomated response system) does not constitute answering "by a
trained customer: representative" under § 76.309(c)(ii) or analogous
provisions of such rules.
Within 20 business days of the close of each calendar quarter (or
monthly, if the City requests same), grantee will provide the City
with a report in such form as the City and grantee may reasonably
agree, setting forth on a consistent basis, fairly applied, grantee's
performance as compared to such standards, including in particular
as compared to the standards for telephone answer time, busy
signals, standard installations, service interruptions, appointment
windows, refund? and credits.
Such reports shall show service telephone calls, installations,
service interruptions, and appointment windows.
Such reports shall show grantee's performance including and
excluding any periods of abnormal operating conditions, and if
grantee contends that any such abnormal conditions occurred
during the reporting period in question, they shall also describe the
nature and extent of such conditions.
UNT will take User service complaints at either the front desk of a residence
hall or at the Centralized Location. Either the residence hall front desk or the
Centralized Location, which shall act as general User service centers, shall be
staffed 24/7.
Users needing service will report such need to either the front desk or the
Centralized Location. The staff member will log such request in the work
order log book and will alsoisend the work order electronically to UNT
Housing Maintenance Department (940-565-4711) where the order will be
25
printed out. Orders are generally worked within 24 hours with the exception
of weekends when the order would be worked the following Monday. UNT
Housing Maintenance will check first for issues with the co-axle cable, the
connectors, or the User's TV set.
Users who believe they have not received timely or adequate service can
return to either the front desk or the Centralized Location and report such
whereupon the staff will contact the Administrative Services Officer. Users
can also contact this staff member directly. Beyond this person, UNT's
Director of Housing can be reached should a complaint not be rectified. Users
will be advised of the complain t procedure at least once a year in writing and
will be informed as to whether the front desk for their residence hall or the
Centralized Location should be used.
Issues beyond connectivity which LINT Housing Maintenance will investigate
and repair will be referred tO (use title instead) who operates the satellite
system and is responsible for a clear signal reaching all connections.
UNT employees who enter User rooms for work requests will wear
identifying badges and will !eave a notice of entry slip to record their time,
date, and purpose of entry. Users do not have to be in their rooms for the
workers to enter.
UNT Housing will give advance notice to Users as a courtesy anytime the
system is taken down for emergency maintenance or repairs to the entire
system. It is anticipated that routine maintenance will be done during summers
and holidays so Users' servise generally will not be interrupted.
8. UNT Housing will train staffregularly on expected service standards.
Grantee shall, not less than once a year, provide information to Users on the
Cable System with a complete list of service offerings, options, prices, and
credit policies associated with the Cable System, if applicable.
10. Grantee shall establish and maintain sufficient telephone lines and personnel
so as to not delay unreasonably the answering of all telephone calls. The City,
upon receipt of documented complaints from more than ten Users during a
single business day between the hours of 8:30 a.m. and 6:00 p.m. regarding
their inability to reach a live, personal representative of grantee during non-
emergency, non-system out0ge periods, may seek liquidated damages as
provided in Section 8-128 of the Cable Ordinance.
11. Grantee acknowledges that noncompliance with customer service standards
will harm Users and the City and that the extent of harm will be difficult or
impossible to measure. The City may therefore assess liquidated damages
against grantee for non-compliance with the preceding customer service
¸26
standards as follows: The FCC Rules currently state as to § 76.309(c)(1)(ii)
and (iv); and § 76.309(c)(2)(I), (ii), (iii) and (iv) (collectively "quarterly
customer service standards") that the standards set forth therein "shall be met
no less than ninety (90) percent of the time under normal operating conditions
measured on a quarterly basis."
12. Liquidated damages may be' assessed if grantee does not meet the ninety (90)
percent standard for a given subsection (for example, §76.309(c)(2)(ii)) of the
quarterly customer service standards in a given calendar quarter as follows.
First Second Third and subsequent
Noncompliance Noncompliance Noncompliance
$1,000 $2,000 $4,000
13. In the event ora change in 47 C.F.R § 76.309 that makes any of the Federal
customer service standards therein less stringent than those in effect in July
1995, the City may adopt customer service regulations as to the subject matter
of the portion of the rule that is changed. City agrees to meet with grantee on
any proposed changes prior.to taking action on them, and to provide grantee
with at least 60 days notice 0f such action. Grantee agrees to comply with any
such provisions that are no more stringent than those contained in 47 C.F.R §
76.309 as in effect in July, 1995 as applicable to grantee and to such extent
agrees that it is not entitled to recover the costs of such compliance through
external cost treatment or otherwise.
14. Grantee acknowledges that under applicable law the City may unilaterally
establish mad enforce reasonable customer service regulations that exceed or
are not addressed by the standards established by the FCC or the standards
currently established by the Cable Television Franchise Agreement.
15. Grantee will provide at minimum the quality of service required by the Cable
Television Franchise Agreement, Chapter 8 "Cable Television" of the Code of
Ordinances of the City of Dgnton, and any other applicable City ordinances
and applicable FCC regulations. As evidence of and to assist in compliance
with such commitment, the City and grantee agree as follows:
a. On an annual basis grantee will provide the City with historical
expenditure information and staffing levels on customer service
related matters; the customer service standards currently used; its
materials, if any,.on same as used by its customer service
representatives; and its procedures and forms used to measure
compliance with,applicable customer service standards.
Grantee will progide such other information as the City reasonably
requests relating to customer service matters.
27
C. Signal Quality. The following shall apply to grantee's implementation of and
compliance with the rules and regulations relating to cable television technical standards for
signal quality adopted by the FCC in MM Dockets 91-169 and 85-38 on February 13, 1992 and
subsequent amendments thereto:
1. All testing for compliance with the FCC technical standards shall be done
by a person with the necessary expertise and substantial experience in
cable television matters.
Upon request, grantee shall provide the City with the written report of
such testing.
Grantee shall follow the procedures listed above in sections 4 and 5 for
resolving complaints from Users about the quality of the television signal
delivered to them: All matters not resolved shall at grantee's or the User's
option be referred to City for attempted resolution. All matters not
resolved at that step shall be referred to the FCC for it to resolve.
4. Grantee shall annually n. otify its Users of the preceding.
Upon request by the City, grantee at its expense will test the system in
areas specified by City where there are apparent problems and provide
City with the written report of such testing. If the test shows a non-
compliance with such standards, grantee will bring the system into
compliance with such standards within 180 days.
D. Validity of the Cable Television Franchise Agreement. Subject to the
Reservation of Rights in Part I, Section XXXIV, grantee agrees to the following: to be bound by
the terms and conditions of the City Charter, Chapter 8 "Cable Television" of the Code of
Ordinances of the City of Denton, Texas, the Cable Television Franchise Agreement and all
other ordinances applicable to its operation. Grantee does not contend that any provision of the
Cable Television Franchise Agreement is unlawful or unenforceable, nor is it aware of any other
ordinance or any provision in the City Charter which it contends is unlawful or unenforceable.
The City acknowledges that the Cable Television Franchise Agreement is in full force and effect.
E. Service and Equipment for Public Facilities. Grantee will provide the "basic
service" and "cable programming services" tiers of cable Service, including installation and
service and converter boxes, without charg~ to public facilities as required by the Cable
Television Franchise Agreement, Chapter 8 "Cable Television" of the Code of Ordinances of the
City of Denton, Texas, or any other applicable city ordinance, except that such service is limited
to (a) City, school, county, state and Federal buildings located within 5,000 feet of grantee's
cable system; (b) PIO office, Municipal Building, 215 E. McKinney; (c) Denton Police
Department, 601 E. Hickory; (d) Denton Fire Department, Central Fire Station, 332 East
Hickory; and (e) Utility Service Center, 901 Texas Street. The terms of this section will be
activated when the terms in Part II, Section III (Compliance Requirements) are met.
¸28
F. EEO Matters. Grantee agrees to faithfully adhere to all applicable federal, state
and city laws, rules and regulations relating to non-discrimination, equal employment and
affirmative action. ~
G. Access to Records. The records and reports of the grantee which are to be
submitted to the City or otherwise made available for the City (such as for inspection by the
City) pursuant to the Cable Television FranchiSe Agreement or other ordinance or charter
provision of the City shall include records maintained by grantee and its affiliates to the extent
necessary for the City to discharge its responsibilities under the Cable Television Franchise
Agreement, Chapter 8 "Cable Television" of the Code of Ordinances of the City of Denton,
Texas, FCC rules or state or local law, or to insure compliance with the Cable Television
Franchise Agreement.
H. Cable Television Franchise Agreement Requirement.
Grantee will give the City sixty (60) days notice in writing prior to
allowing any telecommnnications entity other than grantee to use or lease
its facilities (other than towers) in the City or capacity thereon or to
amending any agreement with such an entity. No such arrangements or
uses are presently in existence except as have been disclosed.
"Telecommunications entity" means any entity subject to the jurisdiction
of or regulated by the Federal Communications Commission (such as
under the Communications Act of 1934 as amended) or the Texas Public
Utility Commission or their successors, including telephone, alternative
access and cable companies. Grantee will provide the City with such
documents relating to the foregoing as the City may reasonably request,
including copies of the agreements.
Grantee will give the City sixty (60) days notice in writing prior to
providing telecommunications services within the City or making its
facilities (other than towers) available to others for that purpose.
"Telecommunications sqrvices' means conventional telephone services,
such as alternative access service that connect User locations and connect
Users to long distance companies.
Nothing herein shall expand or modify any restrictions or limitations
under the Cable Television Franchise Agreement or applicable law on use
for telecommunication purposes of the facilities being acquired by grantee.
I. Other Ma~ers.
Subject to the Reservation of Rights in Part I, Section XXXIV,
grantee agrees to, the following: In the event of any conflict
between the terms of this Cable Television Franchise Agreement,
Chapter 8 of the Code of Ordinances of the City of Denton, Texas,
the City Charter, or any City Ordinance, that provision which
29
provides the greatest benefit to the City, in the opinion of the City
Council, shall prevail.
To the extent allowed by law, grantee will join the City in
obtaining fi.om the FCC any waivers fi.om time to time necessary
to effectuate the provisions of this Cable Television Franchise
Agreement.
The term "affiliate" means any individual, partnership, association,
joint stock company, trust, corporation, or other person or entity
who owns or controls, or is owned or controlled by, or is under
common ownership or control with the entity in question.
Other Provisions.
Grantee will promptly, but no later than twelve (12) months from
the effective date of the ordinance approving the Cable Television
Franchise Agreement, provide the capability for insertion of video
programming and other video, voice and data messages into the
cable system at .the points in the City required under Section VI
(b)(6) of Part I of the Cable Television Franchise Agreement and
will comply in all respects with that section of the Cable
Television Franchise Agreement. The terms of this section will be
activated when the terms in Part II, Section III (Compliance
Requirements) are met.
The City will not be required to provide any financial support for
any Public, Education or Government (PEG) access prograrmning
on the grantee's cable system. The City will not collect a PEG fee
or require the grantee to provide any financial support for any PEG
programming that is not on the grantee's system.
¸30
Cable Television Franchise Agreement
PART III.
SECTION I. This Part III relates to the Cable Television Franchise Agreement granted
by the City of Denton ("City") in Part I of this agreement, as amended and supplemented by Part
II and Part III of this agreement. The foregoing Part I, and Part II and this Part III are hereinafter
referred to collectively as the "Cable Television Franchise Agreement."
Covenants Binding: The promises, covenants, and conditions contained herein
inure to the benefit of the City and are binding on grantee.
Customer Service. Grantee will comply with the customer service and consumer
protection provisions set forth in "Part III, Exhibit A."
Validity of the Cable Television Franchise Agreement. Subject to the Reservation
of Rights in Part I, Section XXX1V, grantee agrees to the following: to be bound
by the terms and conditions of the City Charter, the Cable Television Franchise
Agreement and all ordinances applicable to grantee's operations. Grantee does
not contend that any provision of the Cable Television Franchise Agreement is
unlawful or unenforceable, nor are they aware of any ordinance or any provision
in the City Charter which they contend is unlawful or unenforceable. The City
acknowledges that the Cable Television Franchise Agreement is in full force and
effect.
The Cable Television Franchise Agreement for Cable Only. Grantee
acknowledges that the Cable T~levision Franchise Agreement is granted solely for
the provision of cable service.
Access to Records: The records~ and reports of the grantee which are to be
submitted to the City or otherwise made available for the City (such as for
inspection by the City) pursuant to the Cable Television Franchise Agreement or
other ordinance or charter provisions of the City shall include records maintained
by grantee and its affiliates to the extent necessary for the City to discharge its
responsibilities under the Cable '.Television Franchise Agreement, FCC rules or
state or local law, or to insure compliance with this Cable Television Franchise
Agreement. ~
Cable Modem, High-Speed Data and Intemet Services. The Federal
Telecommunications Act of 1996 modified the definition of"cable services" in
the Federal Cable Act (Title VI of the Communications Act of 1934, 47 USC
Section 115 and following). The change addresses cable companies' ability to
provide Enhanced, Advanced Chble Services over a cable system as a cable
service (and not as a telephone Service, with accompanying telephone regulation),
if grantee intends to provide Enhanced, Advanced Cable Services.
7,
6.1
To remove any uncertainty on grantee's authority to provide
Enhanced, Advanced Cable Services the parties agree that grantee
has the authority to provide Enhanced, Advanced Cable Services
under the Cable Television Franchise Agreement and that the
revenues therefrbm shall be included in gross revenues for the
purpose of computing and paying cable franchise fees.
6.2 If grantee provides any Enhanced, Advanced Cable Services to
residential Users in the areas the grantee serves, then without any
initial or ongoing charge it shall provide the City cable modems
and associated access to the Internet with a speed of up to 250 kbs.
Such modems and service shall be provided to each City library
and to three (3) additional locations specified by the City in City
buildings in areas the grantee serves. The terms of this section will
be activated when the terms in Part III, Section XXIII (Compliance
Requirements) a/ce met.
Notification of Rate Increases. The grantee shall not charge a separate fee to the
Users of the cable system. If applicable and to the extent permitted by federal and
state law, the grantee shall notify the City of any rate increase to its rates for basic
cable service, equipment, or service calls regulated by the City.
Other Matters.
8.1
Conflict: In the event of any conflict between the terms of Parts I, II, and
III this Cable Television Franchise Agreement, Part II of this agreement
(including exhibits therrto) shall prevail over Part I, and Part III of this
agreement (including exhibits thereto) shall prevail over PartS I and II. In
the event of any conflict between the terms of this Cable Television
Franchise Agreement and any City Ordinance, that provision which
provides the greatest benefit to the City, in the opinion of the City
Council, shall prevail, subject to the Reservation of Rights in Part I,
Section XXXIV.
8.2
Waivers: To the extent allowed by law, the grantee will join the City in
obtaining ~om the FCC any waivers or other relief from time to time
necessary to effectuate the provisions of this Cable Television Franchise
Agreement.
8.3
Venue and Choice of Law: Venue of any suit under or arising out of this
Cable Television Franchise Agreement shall be exclusively in Denton
County, Texas or in the United States District Court for the Northern
District of Texas. This Cable Television Franchise Agreement shall be
construed in accordance with the laws of the State of Texas.
32
8.4
Treatment of Liquidated Damages: Grantee acknowledges and agrees that
liquidated damages under this Cable Television Franchise Agreement
(including its exhibits) do not constitute franchise fees, do not reduce the
amounts otherwise payable as franclfise fees, and will not be passed
through to Users.
8.5
8.6
Rate Orders: The grantee shall not charge a separate fee to the Users of
the cable system. If applicable and to the extent permitted by federal and
state law, the grantee agrees to the following: unless a final order of the
FCC (affirmed on appeal if an appeal is taken) determines that franchise
authority rate orders are. automatically stayed by the filing of an appeal to
the FCC, grantee will implement each rate order adopted by the City
tmless and until grantee obtains an order of the FCC or a court of
competent jurisdiction staying the effectiveness of the rate order. Grantee
will reimburse all attorneys fees and other expenses incurred by the City
as a result of a violation of this section.
Franchise Fee Calculation: Grantee will comply with the decision of the
United States Court of ~ppeals for the Fifth Circuit in City of Dallas v
FCC, 118 F3d 393 (1997). Grantee will pay the additional franchise fees
due under the Fifth Cimuit decision with interest and without pass-through
to Users for the time period from September 1997 forward as related to
gross revenues, if any, and Part I, Section XX.
Institutional Network: Grantee shall provide, construct, operate and maintain an
Institutional Network (excluding coders/decoders, interface and other terminal
equipment which will be supplied by Users) that will provide the City and other I-
NET Users with Institutional Network Services. The I-NET shall be as set forth
below. Unless the City agrees otherwise in writing, the I-NET, including the
individual fiber optic fibers constituting all or a portion of it, shall be owned and
maintained by grantee but provi.ded for the exclusive use of the City and other I-
NET Users and shall be provided without any charge to the City or I-NET Users.
The terms of this section will be activated when the terms in Part III, Section 14
(Compliance Requirements) ar6 met.
9.1 Grantee shall install~and terminate additional fiber optic pairs
("Incremental I-NET Fiber") in grantee's future new and replacement
fiber optic installations for use as an I-NET as follows. The terms of this
section will be activated when the terms in Part III, Section 14
(Compliance Requirements) are met.
9.1.1
City will inform grantee in writing from time to time of the
additional facilities it would like to have served by an I-NET.
Grantee will use such information in its plans for future fiber
installations, where (for example) one routing will pass a facility
9.2
9.1.2
9.1.3
City would like to have served and another (of comparable cost)
would not.
By January 31 of each year grantee will provide City with its
conceptual plans for new and replacement fiber optic construction
for that calendar year.
Grantee will also provide City from time to time during the year
with written notice of conceptual plans for any additional fiber
optic construction during that year (or January of the following
year). Such notice shall be provided as soon as is feasible.
9.1.4 Upon written request by City, grantee will provide City with a
conceptual cost estimate (and other information City may
reasonably require) of installing Incremental 1-Net Fiber along all
or a portion of the routes that are a part of such conceptual plans.
Such estimates shall be provided as soon as possible after request
by City in order that City may have time to obtain approval (such
as from its legislative body) to install such Incremental I-Net Fiber.
9.1.5 As to any route where City has requested a conceptual cost
estimate, grantee shall provide City with the final cost of installing
Incremental 1-Net Fiber (and such other information as City may
reasonably request) as soon as grantee's design of the fiber for
such route is reasonably complete. City will have 60 days after
receipt of the final cost figure to notify grantee to install
Incremental I-NET Fiber.
9.1.6 The cost of installing Incremental I-NET Fiber shall be computed
on an incrementhl basis, meaning the difference in cost to grantee
of constructing ag.d installing fiber on a given ronte (a) with, and
(b) without, the Incremental I-NET Fiber.
9.1.7 Grantee shall be [eimbursed by City for the cost of installing I-
NET fibers under this Section 17.2 computed as set forth in
Section 17.2.6.
I-NET Maintenance. Grantee shall provide I-NET users with a reliable
level of service, repair and maintenance that at a minimum, meets the
following performance standards. The terms of this section will be
activated when the terms in Part III, Section 14 (Compliance
Requirements) are met.
9.2.1 Grantee shall maintain a minimum of 99.5 percent service
availability to I-NET Users measured over a period of one year.
~34
9.2.2
Grantee shall respond to repair requests from an I-NET User for
circuits identified as critical within 2 (two) hours of the request.
Grantee shall respond to other repair requests within four (4) hours
of the request.
9.2.3
Grantee shall provide ongoing maintenance at its discretion, as it
deems necessary. Grantee shall provide at least one-week advance
notice to any affected I-NET User of any maintenance requiring
temporary interruption of services, except in emergency situations.
9.2.4
Grantee and the City shall develop a mutually agreeable priority
listing of critical circuits and their terminal locations. When
notifying grantee of service complaints, an I-NET User shall
identify critical circuits requiring priority repair. Grantee shall
escalate repair of critical circuits to the extent reasonable under the
circumstances.
9.3 Definitions.
9.3.1
Institutional Network or X-NET means the fiber optic
communications network described in Section 17 and Schedule 17
to be constructed and operated by grantee for the provision to I-
NET users (but not cable service Users) of Institutional Network
Services.
9.3.2
Institutional Network Services means the provision of usable
bandwidth capacity to I-NET users through fiber optic lines for
applications including but not limited to two-way dedicated voice,
data, video and telephony channels connecting and interconnecting
facilities owned, leased or used by the City, schools, counties, road
commissions or Other units of state or local government. Other
applications include but are not limited to computerized traffic
control systems for coordinated traffic control on an area-wide
basis; Superviso/y Control and Data Acquisition (SCADA)
systems for municipally owned water, sewer, gas and electric
systems (includifig street lighting systems); interconnection of
facilities serving police, fire and other public safety systems, video
arraignment faci!ities for local courts; interconnection of
government buil0ings for the two or one-way interchange of video
signals; and local area networks or wide-area networks connecting
governmental buildings, such as for GIS (Geographical
Informational Systems) purposes.
9.3.3
I-NET User means and is limited to the City and any school or unit
of state or local government designated by the City to receive
Institutional Network Services.
10.
HDTV: Broadcast and cable channels are likely to convert in whole or in part to
an HDTV (high definition television) format within the next few years, with
channels likely being delivered:in both HDTV and conventional analog formats
during a transition period. The following provisions address the ability of the
City to acquire additional PEG Channels such that one or more PEG entities may
have their signals simultaneously delivered by the cable system in both an HDTV
and conventional analog 6 MHz NTSC format for the transition period, and
provide funds for PEG entities to convert to an HDTV format. The terms of this
section will be activated when the terms in Part III, Section 14 (Compliance
Requirements) are met.
10.1
Reports: Grantee shall provide annual reports to City on its plans and
progress for HDTV conversion, including the number of channels to be
converted, date, equipment changes, formats to be used and other
information reasonably necessary for the City to be able to plan an
appropriate and potentially concurrent conversion of PEG Channels and
facilities to HDTV format. The terms of this section will be activated
when the terms in Part III, Section 14 (Compliance Requirements) are
met.
10.2 Cable Televisions Franchise: After the date when grantee provides at least
fifty (50) channels in one or more of several high definition television (or
successor) formats, as such formats may from time to time be adopted or
in effect ("HDTV Format"), then upon request from City, grantee shall
provide a capital facilitie, s grant to City sufficient for PEG entities to
convert all their facilities and equipment (including but not limited to
studios, vans, video, audio, lighting, control, storage and editing
equipment) to the HDTV Format selected by City but with the amount of
such grant not to exceed 30¢ per User per month when amortized over
grantee's Users as of thE end of the calendar quarter preceding the date
when the grant is made, .using straight line amortization without interest
for the lesser of five (5) years or the remaining term of the Cable
Television Franchise Agreement. City shall allocate the grant among PEG
entities for such purpose as City deems is in the public interest. Grantee
shall modify the cable system whereby grantee receives PEG signals from
each PEG Entity (for redistribution on its Cable System) so as to be
capable of receiving and~ accepting the PEG Entity's signals. City shall
co-ordinate with grantee~ to ensure that the HDTV Format selected by City
is compatible with the format employed by grantee. The terms of this
section will be activated when the terms in Part III, Section 14
(Compliance Requirements) are met.
10.3 Temporary Additional P.EG Channels: After the date when grantee
provides at least fifty (50) channels in HI)TV Format, City may from time
to time request, and grantee shall provide, one additional PEG Channel so
36
11.
12.
as to allow, to the extent deemed appropriate by City, PEG Channel
simulcasting in both 6 MHz analog NTSC format and in an HDTV
Format. Grantee need n.o longer provide the additional PEG Channel
described in the preceding sentence when grantee no longer provides any
channel of programming on the cable system in 6 MHz NTSC analog
format. The terms of this section will be activated when the terms in Part
III, Section 14 (Compliance Requirements) are met.
I0.4
Allocation of PEG Charinels: As of the effective date of this Cable
Television Franchise Agreement, City may allocate and reallocate PEG
Channels as follows: City may at any time on six (6) months notice to
grantee allocate or reall0cate the usage of the PEG Channels among and
between different uses and users. This expressly may include City
removing a PEG Entity or PEG Channel, replacing a PEG Entity or PEG
Channel, requiring several different persons to share or jointly use a given
PEG Channel or conversely allowing one or more persons currently
sharing such a channel to have a channel on which they are the sole PEG
user. The terms of this section will be activated when the terms in Part III,
Section 14 (Compliance Requirements) are met.
Leased Access and PEG Channels: The need for a PEG Channel can be removed
by grantee providing the PEG Entity designated by City of such current or
prospective PEG Channel with an otherwise identical leased access channel, so
long as the leased access rate for such user is one dollar ($1.00) per year. In the
event the preceding sentence is exercised it shall be applied first to educational
channels and then to public channels. If applied to such channels the channel
number on which they are carried shall not be changed and such channels shall be
included in the basic tier of service and shall be listed in grantee's program guide
or comparable listing with an appropriate description, such as "City of Denton
Channel" or "University of North Texas Channel." The need for a PEG Channel
is removed only so long as the PEG Entity in question in fact is provided with
such leased access channel. The terms of this section will be activated when the
terms in Part III, Section 14 (Compliance Requirements) are met.
Transfer. City consent in advance shall be required for a transfer of control of
grantee, which shall include, but is not limited to, any of the following:
12.1
Any change in limited pgrtnership interests, non-managing limited liability
company interests, or nqn voting stock representing thirty percent or more
of the equity interests in the entity in question.
12.2
Any option, right of conversion or similar right to acquire interests
constituting control without substantial additional consideration (such as
compared to considerati6n previously provided).
'37
13.
12.3
Any change in the effective control of grantee including that described in
47 C.F.R. § 76.501 and following (including the notes thereto but
excluding footnote 2f) as in effect on the date of this Cable Television
Franchise Agreement. ~
Definitions. The following definitions shall apply for the purpose of this Part HI.
and it's Exhibits.
13.1 Affiliate means any individual, partnership, association, joint stock
company, limited liability company, trust, corporation, or other person or
entity who owns or cont?ols, or is owned or controlled by, or is under
common ownership or control with the entity in question.
13.2
Capital Facilities means PEG Channel and I-NET related facilities and
equipment including fiber lines, studios, production facilities, vans and
cameras or other property having a useful life of more than one year, as
well as any expenditures which increase or add to the value of the
facilities or equipment, gdapt the facilities or equipment to new or
different uses, or maintain, restore, extend or prolong the useful life of
such facilities or equipment.
13.3 Cable Service means :
13.3.1
13.3.2
The one-way transmission to all UNT Facilities of (i) Video
Programming, or (ii) other programming service, and
User interaction, if any, including but not limited to that which is
required for the selection or use of such Video Programming or
other programming service, selecting from various on-screen
options, use of Enhanced, Advanced Cable Services, game
channels, interactive services, downloading programs or data
access, or ordering merchandise, and
13.3.3 InstitutionalNetwork Services.
13.4
Cable System or 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 services but such term does
not include (i) a facility that serves only to re-transmit the television
signals of one 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 of
Title II of the Communications Act of 1934, as amended, except that such
a facility shall be considered a cable system (other than for purposes of
Section 621(c) of such Act) to the extent such facility is used in the
transmission of video programming directly to subscribers, unless the
¸38
14.
extent of such use is solely to provide interactive on-demand services; (iv)
an open video system that complies with Section 653 of Title VI of the
Communications Act of 1934, as amended; or (v) any facilities of any
electric utility used solely for operating its electric utility system.
13.5
Enhanced, Advanced Cable Services means enhanced services,
information services, Intemet protocol (IP) telephony, high speed data
service, Internet access and Internet service (such as that of an Internet
service provider).
13.6 FCC means the Federal Communications Commission.
13.7 I-NET User has the meaning set forth in Section 9.3.3.
13.8 Institutional Network or I-NET has the meaning set forth in Section 9.3.1.
13.9 Institutional Network Services has the meaning set forth in Section 9.3.2.
13.10
PEG Channels means thee public channels, educational channels and
government channels prgvided by grantee on the cable system under this
Cable Television Franchise Agreement, or applicable ordinance, and shall
include leased access channels provided pursuant to Section 19 herein.
13.11
PEG Entity means a per~on authorized to operate or use a PEG Channel
(or a leased access channel provided in lieu of a PEG Channel under
Section 11) or the I-NET, and shall include City. If several persons share
the operation of a PEG Channel each person shall be a separate PEG
Entity.
13.12 User shall have the same meaning as in Part I, Section III of this Cable
Television Franchise Agreement.
13.13
Video Programming means programming provided by, or generally
considered comparable to programming provided by, a television
broadcast station.
Compliance Requirements: When grantee's cable End Point Connections exceed
Five Thousand (5000) within the City of Denton, the grantee will be required to
comply with the below listed sections, or parts of sections, upon request from the
City.
Part III, Section 9, Institutional Network, 9.1 and 9.2.
Part III, Section 10, HDTV, 10.!, 10.2, 10.3 and 10.4.
Part III, Section 11, Leased Access and PEG Channels.
Part III, Exhibit A, (4).
39
15.
16.
Fees and Costs. The grantee will reimburse the City all its costs, which exceed
the initial $5,000, in association with the preparation and award of this Cable
Television Franchise Agreement, including publication costs and costs of
consultants and attorneys, not tO exceed $1,500. In addition, the grantee will
reimburse the City all its costs ih association with the preparation and award of a
Cable Television Franchise Agreement Renewal, including publication costs and
costs of consultants and attorneys. The preceding reimbursement requirement
applies whether a Cable Television Franchise Agreement is executed.
Approval and Acceptance. In accordance with Section 13.02 of the City Charter
of the City of Denton, this ordinance shall become effective twenty-one (21) days
after final approval, before that date, grantee shall give its written acceptance of
this ordinance by signing as provided below; and provided that, after final
approval and before the expiration of twenty-one (21) days, the full text of this
ordinance shall be published once each week for two (2) consecutive weeks in the
official newspaper of the City, the expense of which shall be borne by grantee.
Grantee, for itself, its successors and assigns hereby accepts this ordinance and
agrees to be bound by all of its terms and provisions.
'40
PART III
EXHIBIT A.
CUSTOMER SERVICE AND CONSUMER PROTECTION
Customer Service Standards: Grantee shall at all times comply with the more
stringent of the customer servicb and consumer protection provisions of this Part
III, Exhibit A, the Cable Television Franchise Agreement and the FCC. Grantee
may provide its Customer Bill of Rights (if any) to its Users in the City.
Pay Per View: Users shall be given the options of (a) not having pay per view or
per program service available at all or (b) only having such service provided upon
the User providing a security number. The terms of this section will be activated
when the terms in Part III, Section 14 (Compliance Requirements) are met.
Notification: Grantee shall provide written information on at least each of the
following matters (a) at the time~ of installation or reinstallation of service, (b)
annnally to all Users, and (c) at'any time upon request of a User or the City. The
information shall be dated with the printing, revision, or effective date.
3.1 Products and services offered.
3.2
Installation and service maintenance policies.
3.4 Instructions on how to use Cable Services
3.5
Channel positions of programming carried on the cable system, including
a listing specific to the City showing the channel names and numbers
actually available to Users.
3.6
Complaint procedures with a notice for the User to initially contact
grantee with complaints and questions.
3.7
Applicable privacy requirements as set forth in the Cable Television
Franchise Agreement or provided for by law.
3.8 The procedure for resolving signal quality problems
Notice of Changes: Users and the City shall be notified of any changes in rates,
Cable Services or channel positions as soon as possible through announcements
on the cable system or in writing. Grantee will notify City in advance of notifying
Users and will make every effort to notify City forth-five (45) days in advance of
a change. Unless a longer time period is required by applicable law or regulation,
notice must be given to Users a minimum of thirty (30) days in advance of such
changes if the change is within the control of grantee and as soon as possible if
not within the control of grante~. In addition, grantee shall notify Users and the
City thirty (30) days in advance of any significant changes in the matters covered
by the preceding Section 3. Notifications provided pursuant to this Section shall
be dated with the printing, revision or effective date.
Complaint procedure:
5.1 UNT will take User service complaints at either the front desk of a
residence hall or at the Centralized Location. Either the residence hall
front desk or the Centralized location, which shall act as general User
service centers, shall be staffed twenty-four hours per day, seven days per
week.
5.2
Users needing service will report such need to either the front desk or the
Centralized Location. The staffmember will log such request in the work
order log book and will also send the work order electronically to UNT
Housing Maintenance Department (940-565-4711) where the order will
be printed out. Orders shall be generally worked within 24 hours with the
exception of weekends when the order would be worked the following
Monday. UNT Housing Maintenance will check first for issues with the
coaxial cable, the connegtors, or the User's TV set.
5.3
Users may pick up and drop offany converters, remotes or other Grantee
supplied equipment at the front desks or the Centralized Location twenty-
four hours per day, 7 days per week.
5.4
5.5
Users who believe they have not received timely or adequate service can
return to either the front desk or the Centralized Location and report such
whereupon the staff shall contact the Administrative Services Officer.
Users can also contact this staffmember directly or UNT's Director of
Housing Users will be advised of the complaint procedure at least once
per year in writing and will be informed as to whether the front desk for
their residence hall or the Centralized Location should be used.
If the operator of the satellite system providing signals to the Cable
System does not provide a clear signal, complaints in that regard shall be
referred to such operator who shall immediately correct same.
General:
6.1
LINT employees who enter User rooms for work requests will wear
identifying badges and will leave a notice of entry slip to record their time,
date, and purpose of entry. Users do not have to be in their rooms for the
workers to enter.
:42
6.2
UNT Housing will give advance notice to Users as a courtesy any time the
system is taken down for emergency maintenance or repairs to the entire
system. It is anticipated that routine maintenance will be done during
summers and holidays so Users' service generally will not be interrupted.
6.3 UNT Housing will train desk staff regularly on expected service standards.
6.4
Grantee shall, not less than once a year, provide information to Users on
the Cable System with a complete list of service offerings, options, prices
(if applicable), credit policies and procedures for Users to address service
complaints associated with the Cable System.
Telephone service:
7.1
Grantee shall have a local or toll-free telephone number available for use
by Users. The local or toll-free numbers shall be listed, with appropriate
explanations, in any significant directories published by the grantee.
7.2
Grantee shall establish and maintain sufficient telephone lines and
personnel so as to not delay unreasonably the answering of all telephone
calls. The City, upon receipt of documented complaints from more than
ten Users during a single business day between the hours of 8:30 a.m. and
6:00 p.m. regarding their inability to reach a live, personal representative
of grantee during non-emergency, non-system outage periods, may seek
liquidated damages as provided in Section 8-128 of the Cable Ordinance.
7.3
Trained Representatives shall be available to respond to User telephone
inquiries.
7.3.1
As to video service matters, the term "Trained Representatives"
shall mean employees of grantee, or contractor, who have the
authority and capability while speaking with a User to, among
other things, schedule service and installation calls.
7.4
Under Normal Operating Conditions, telephone answer time by a Trained
Representative, including wait time, shall not exceed thirty (30) seconds
from when the connection is made. If the call needs to be transferred, the
time to complete the transfer time shall not exceed thirty (30) seconds.
These standards shall bemet no less than ninety percent (90%) of the time
under Normal Operating Conditions, measured on a quarterly basis.
7.5
Under Normal Operating Conditions, the User shall receive a busy signal
less than three percent (3%) of the time, measured on a quarterly basis.
43
10.
Office: Grantee shall do all the following: (i) maintain a business office that
shall include a place where Users may receive information on grantee's cable
services.
h~stallation Standards: Under Normal Operating Conditions, installations shall be
performed within seven (7) buslness days after an order has been placed no less
than ninety-five percent (95%) 9fthe time, measured on a quarterly basis.
Installations/Service Calls: The following shall apply to Users (current or new)
requesting installations or service:
10.1
Installations calls shall be available at a minimum from 8:00 AM to 5:00
PM Monday through Friday, and service calls shall be available at a
minimum from 8:00 AM to 5:00 PM Monday through Saturday.
10.2 Grantee shall not cancel an appointment with a User after 5 PM on the
business day prior to the scheduled appointment.
10.3
If grantee's technician is running late for an appointment with a User and
will not be able to keep the appointment as scheduled, the User shall
promptly be contacted. The appointment shall be rescheduled, as
necessary, at a time, which is convenient for the User.
10.4
In the event access to th~ User's premises is not made available to
grantee's technician when the technician arrives during the established
appointment window, the technician shall leave written notification stating
the time of arrival and requesting that grantee be contacted again to
establish a new appointment window.
10.5
Notwithstanding the foregoing, if grantee's technician or service
representative telephones the User during or prior to the appointment
window and is advised that the technician will not be given access to the
User's premises during the appointment window, then the technician shall
not be obliged to travel to the User's premises or to leave the written
notification referred to above, and the burden shall again be upon the User
to contact grantee to arrange for a new appointment.
10.6
Except as otherwise provided above, grantee shall be deemed to have
responded to a service or installation request under the provisions of this
section when a technici,an arrives at the service location or is advised by
telephone no access will be given.
10.7 Grantee's service technician or service representative shall take adequate
time on each service call to address or correct the problem in question.
44
11.
12.
13.
10.8
Under Normal Operating Conditions, grantee shall meet the standards of
Section 10.1 through 10.3 no less than ninety-five pement (95%) of the
time, measured on a quarterly basis.
Service Call Charges: No charg~e shall be made to the User for any service call
relating to grantee owned and grantee maintained equipment after the initial
installation of Cable Service unless the problem giving rise to the service request
can be demonstrated by grantee to have been:
11.1 Caused by negligence or malicious destruction of cable equipment by the
User, or :
11.2 A problem established as having been non-cable in origin.
Service Interruptions:
12.1
Under Normal Operating Conditions, grantee shall meet the standards of
Sections 12.2 and 12.4 rio less than ninety-five percent (95%) of the time
measured on a quarterly basis.
12.2
Under Normal Operating Conditions, grantee shall begin working on a
Service Interruption promptly and in no event later than twenty-four (24)
hours after the interruption becomes known to grantee.
12.3 "Service Interruption" means the loss of picture or sound on one or more
cable channels, affecting one or more Users.
12.4
Under Normal Operating Conditions, grantee shall begin working on User
complaints involving impairment or degradation of signal quality (other
than a Service Interruption) promptly and in no event later than the next
business day after the problem becomes known to grantee.
12.5 Grantee shall be deemed to have begun work under the provisions of this
section when a teclmician arrives at the service location.
Log of Complaints: Grantee shall maintain a written log, or an equivalent stored
in computer memory and capable of access and reproduction in printed form, of a
random sampling of all cable-related User complaints within the City that are
referred to grantee. Such log shall be in form and substance acceptable to the City
and at minimum list the date and time of each such complaint, identify the User to
the extent allowed by law, and describe the nature of the complaint and when and
what actions were taken by grantee in response thereto. The log shall be kept at
grantee's office for a period of at least two (2) years and shall be available for
inspection during regular business hours by the City upon request.
~45
14.
15.
Bills: The grantee shall not charge a separate fee to the Users of the cable system.
If applicable, the grantee shall comply with the following on Cable Service
billing:
14.1 Bills shall be issued monthly to each User with a balance due or change of
service.
14.2
Bills shall be clear, concise and understandable. Bills shall be fully
itemized, with itemizations including, but not limited to, basic service,
cable programming sen/ice, premium service charges and equipment
charges. Bills shall also clearly delineate all activity during the billing
period, including optional charges, rebates, credits, and late charges.
14.3
Each bill shall prominently display grantee's local or toll-free telephone
numbers available for use by Users. Ifa bill has more than one portion
(for example, one portic~n that is kept by the User and one portion that is
sent to grantee) the numbers shall prominently appear on the front side of
the portion of the bill retained by the User.
14.4 Grantee shall respond in writing to all written complaints from Users
regarding billing matters within thirty (30) days.
14.5
Grantee shall not disconnect a User for failure to pay legitimately
contested charges during a billing dispute. However, during a billing
dispute grantee may disconnect a User for failure to pay charges that are
not contested.
14.6 The City shall be given thirty (30) days advance notice of any change in
the format of bills.
Refunds and Credits: The grantee shall not charge a separate fee to the Users of
the cable system. If applicable, the grantee issue refund checks for Cable Service
promptly, but no later than either:
15.1 The User's next billing ~ycle following resolution of the request or thirty
(30) days, whichever is earlier, or
15.2 If service is terminated, )0 days after return of equipment owned by
grantee or at the time of the next billing cycle, whichever is earlier.
15.3 Credits for Cable Service shall be issued no later than the User's next
billing cycle following determination that a credit is warranted.
-46
16.
17.
Late Payment for Cable Service: The grantee shall not charge a separate fee to the
Users of the cable system. If applicable, the grantee agree to the following:
16.1
Each bill shall specify on its face in a fashion emphasizing same (such as
bold face type, underlined type or a larger font): "For payments received
16 days after due date, a $4.95 processing fee for late payment may be
charged."
16.2
No processing fees for late payment, however denominated, shall be added
to a User's bill less than sixteen (16) calendar days after the mailing of the
bill to the User.
16.3
No processing fees for late payment, however denominated, shall be added
to a User's bill by reason of delay in payment other than those described in
this Section 16. All such charges shall be separately stated on the User's
bill and include the word "late" in the description of them.
16.4
There have been negotiations in connection with this Exhibit regarding the
appropriate amount of fees that may be charged for late payment. The
parties have agreed to withdraw this issue from consideration without
prejudice to any claims and defenses.
Disconnection: The grantee shall not charge a separate fee to the Users of the
cable system. If applicable, the grantee agree to the following:
17.1
17.2
Grantee shall not disconnect a User for failure to pay until at least twenty-
six (26) days have elapsed after the due date for payment of the User's bill
and grantee has provided at least ten (10) days written notice separate
from the monthly bill to the User prior to disconnection, specifying the
effective date after which Cable Services are subject to disconnection.
Grantee may disconnect a User at any time if grantee in good faith
believes that the User has tampered with or abused grantee's equipment,
that there is a signal leak. age problem (or other non-compliance with FCC
rules or other standards which poses a risk to lives or property) on the
User's premises, or that ~he User is or may be engaged in the theft of
Cable Services.
17.3
Grantee shall promptly disconnect any User who so requests
disconnection. No period of notice prior to requested termination of
service shall be required of User by grantee. No charge shall be imposed
upon the User for or related to disconnection or for any Cable Service
delivered after the effective date of the disconnect request (unless there is
a delay in returning grantee equipment). If the User fails to specify an
effective date for disconnection, the effective date shall he deemed to be
~47
18.
19.
the day following the date the disconnect request is received by grantee
provided that grantee equipment has been returned.
17.4 The tenu "disconnect" shall include Users who elect to cease receiving
Cable Service from grantee.
Truth In Advertising: The grantee shaI1 not charge a separate fee to the Users of
the cable system. If applicable, the grantee's bills, advertising and
communications to its current or potential Users shall be truthful, shall not
contain any false or misleading statement and shall comply with the Texas
Deceptive Trade Practic.es-Consumer Protection Act, TEX.BUS. &
COM.CODE ANN. §§ 17.41-17.63. (Vernon 1987). For the purposes of
the preceding, a statement is false or misleading if it contains an untrue
statement of any material fact or omits to state a material fact necessary in
order to make the statements made, in the light of the circumstances under
which they were made, not misleading.
Reports: Grantee shall provide reports to the City monthly (by the 15th business
day of the following month) and quarterly (by the 15th business day of the
following quarter) as follows:
19.1 The reports shall includ~ the following forms currently used by grantee or
otherwise in form and substance acceptable to the City, showing on a
consistent basis, fairly applied, grantee's compliance with customer
service standards.
19.1.1 Monthly Report of Service Calls by Reason, which shall include an
explanation of the categories of reported reasons.
19.1.2 Monthly Outage Summary.
19.1.3 Monthly Service'Call Availability Analysis and Installation Call
Availability Analysis.
19.1.4 Monthly Customer Call Sample Report, showing the results of a
random sampling of customer complaints referred to grantee.
19.1.5 Monthly Call Center Performance Report, (excluding the 2%
"assumed" adjustment).
19.2
Such reports shall show grantee's performance excluding periods that
were not Normal Operating Conditions ("Abnormal Operating
Conditions") and if gran~ee contends any such conditions occurred during
the period in question, it shall also describe the nature and extent of
Abnormal Operating Conditions and show grantee's performance both
48
20.
including and excluding the time periods grantee contends such conditions
were in effect.
19.3
At the City's request grantee will provide additional information and
existing reports reasonably related to the measurement and evaluation of
grantee's compliance w!th the customer service requirements of the Cable
Television Franchise Agreement, and this Exhibit A.
19.4
19.5
Reports of installations/service calls and service interruptions shall report
matters occurring within the City.
The City reserves the right to audit grantee to verify the accuracy of the
reports required under this Section 19. All records (including those of
contractors) reasonably necessary to conduct the audit shall be made
available at a convenient location in Denton, TX. If the audit discloses
performance that is three (3) pementage points worse than any of the
standards of the referenced sections (such as compliance 92% of the time
versus 95% of the time), grantee shall pay the City's costs in connection
with the audit within thirty (30) days of submission of an invoice.
FCC Technical Standards As applicable and required by law, the following shall
apply to grantee's implementation of and compliance with the rules and
regulations relating to cable television technical standards for signal quality,
currently set forth at 47 C.F.R. § 76.601 and following, and subsequent
amendments thereto:
20.1 Grantee shall notify the ,City in advance of testing for compliance with
FCC standards. The city may have a representative present to observe
such tests and may designate one location to be tested. Grantee shall
provide the City with a report of testing for compliance with such
standards upon written request (but not more than twice a year). Such
report to City shall state, in pertinent part, that the person doing the testing
has reviewed the applicable rules and regulations of the FCC, the industry
standards and other materials referenced therein, and that such testing was
done fairly and either shows full compliance with such rules and
regulations or sets forth with specificity and in detail all areas of non-
compliance, their actual>or hkely scope and causes, and grantee s
professional recommendation of the best corrective measures to
immediately and permaqently correct the non-compliance.
20.2
Grantee shall establish the following procedure for resolving complaints
from Users about the quglity of the television signal delivered to them:
All complaints shall go initially to grantee. All matters not resolved by
grantee shall at grantee'S or the User's option be referred to the City for it
to resolve. All matters not resolved by the City may be referred to the
FCC for it to resolve. ~
49
21.
20.3
The City at its expense (no more than twice per year, barring unusual
circumstances) upon thirty (30) days written notice to grantee may test the
cable system for compliance with the FCC technical standards. Grantee
shall cooperate in such tests and provide access to the cable system.
Grantee shall reimburse:the City for the full expense of any test, which
shows a material non-compliance with such standards.
Liquidated Damages - Customer Service Calls: Grantee acknowledges that non-
compliance with the customer service standards identified above will harm User
and the City and the amounts of actual damages will be difficult or impossible to
ascertain. The City may therefore assess the following liquidated damages
against grantee for non-compliance with the customer service standards set forth
in Sections 7.3, 7.4, 7.5, 9, 10. Ir 10.2, 10.3, 10.10, 12.1, 12.2 and 12.4 (measured
on a quarterly basis). Grantee acknowledges that the liquidated damages set forth
below are a reasonable approximation of actual damages and that this Section 21
is intended to provide compensation and is not a penalty.
21.1 Telephone Standards. The damages for non-compliance with one or more
of the standards in Sectigns 7.3, 7.4 and 7.5 during a calendar quarter are:.
21.1.1 First non-compliance: $1.00 per End Point Connection.
21.1.2 Second non-compliance within three (3) consecutive calendar
quarters: $2.00 per End Point Connection.
21.1.3
Third non-compiiance within six (6) consecutive calendar quarters
and (subject to Section 21.4) each subsequent non-compliance:
$3.00 per End Point Connection.
21.2
Service and Installation Standards. The damages for non-compliance with
one or more of the standards in Sections 9, 10.1, 10.2, 10.3, 10.10, 12.1,
12.2 and 12.4 during a calendar quarter are:
21.2.1 First non-compliance: $1.00 per End Point Connection.
21.2.2 Second non-comPliance within three (3) consecutive calendar
quarters: $2.00 per End Point Connection.
21.2.3 Third non-compliance within six (6) consecutive calendar quarters
and (subject to Section 21.4) each subsequent non-compliance:
$3.00 per End Point Connection.
21.3
Minimums. The liquidated damages for the first and each subsequent non-
compliance under Section 21.1 or Section 21.2 shall be no less than
$5,000, unless modified as provided in Section 21.4.
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22.
23.
21.4
Effect of Extended Periods of Compliance. If grantee complies with all of
the standards identified in Sections 21.1 and 21.2 for eight consecutive
calendar quarters, the damages for the first subsequent non-compliance
with any of those standards will be the greater of 25¢ per End Point
Connection or $3,000.
21.4.1 Following such a non-compliance the damages provided in
Sections 21.1 and 21.2 will again be applicable so that the next
non-compliance .within four (4) consecutive calendar quarters will
be subject to Sections 21.1.2 and/or 21.2.2.
21.5
An event of non-compliance will be taken into account in determining
whether a later event of non-compliance is a second, third or subsequent
event without regard to whether City has assessed liquidated damages or
taken any other action with respect to the non-compliance.
21.6
Grantee shall report the number of End Point Connection within the City
on the last day of the quarter by the 15th business day of the following
quarter.
Liquidated Damages - Other:
22.1
Liquidated damages in the amount set forth in Section 21.1.1 (but not less
than the amount set fortl3 in Section 21.3) may be assessed for failure to
timely submit the quarterly reports required by Section 19.
22.2
Liquidated damages may be assessed for violation of the provision of
Section 26.4 for submission of reports within five (5) business days in the
amount of $1,000 per day.
Procedure for Assessment of Liquidated Damages: The procedure for
consideration and assessment of liquidated damages is as follows:
23.1 Liquidated damages shall be assessed by the City Manager or his or her
designee.
23.2
Grantee may obtain a review of the assessment by the City Council by
making a written request within ten (10) business days after receipt of
notice in writing of the assessment and its basis.
23.3
Grantee shall have an opportunity to be heard at a meeting of the City
Council or by a person designated by the Council as a hearing officer prior
to action being taken by the Council.
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23.4
The City Council may adopt additional procedures, including appointment
ora City official or other person to act as a hearing officer. The Council's
decision may be based upon the record of proceedings conducted by the
hearing officer or a proposal for decision submitted by the hearing officer.
24.
Payment of Liquidated Damages: Liquidated damages shallbe paidin
accordance with the prompt payment act following assessment or, if grantee
requests review by the City Council, on or before the tenth (10th) business day
following issuance of the Council's decision.
25.
Ombudsman: Grantee will provide a senior employee (at the Vice President or
Director level) as ombudsman. The ombudsman or his designee will have
responsibility for working with the City to address problems that may arise under
the Cable Television Franchise Agreement.
26.
City Liaison: Grantee shall provide problem solving liaison services for the City.
The purpose of this service is to provide the City with direct access to supervisory
level personnel who can obtain prompt action on customer service problems
referred by the City to grantee..This service shall include at least the following:
26.1 The personnel providing the service shall be located in Denton County.
26.2
The personnel providing the service shall have sufficient authority and
access to grantee's facilities and personnel in order to investigate and take
appropriate remedial action without delay.
26.3
The City shall be given a special direct phone number to use which will
generally during normal'business hours be answered by a live person and
will provide immediate access to a person having the authority specified in
the preceding section.
26.4
Grantee shall investigate (including an attempt to contact the User) and
respond to the City on each call, fax or written complaint or request by the
end of the next business day and shall provide a written report within five
(5) business days.
26.5
Grantee shall give the C!ty notice in writing of changes in the key contact
personnel or material ch~tnges in procedures involved in providing this
service.
27.
Definitions: For the purposes o~this Exhibit A, the following definitions shall
apply:
27.1 Cable Administrator mehns the person designated by City as having
principle responsibility for cable matters.
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27.2
Complaint means a telephone call or written communication from a User
notifying grantee of a problem relating to grantee's billing or billing
practices, grantee's equipment, picture quality, failure to receive one or
more channels, a change in grantee's practice or policy, grantee's
advertising or other business practice, the conduct of a grantee employee
or contractor, or the failure of grantee or a service representative to
comply with customer service regulations.
27.3 Normal Operating Conditions means those service conditions that are
within the control of grantee. Those conditions which are no.~t within the
control of grantee include, but are not limited to, natural disasters, civil
disturbances, power outages, telephone network outages, and severe or
unusual weather conditions. Those conditions which ar__~e within the
control of grantee include, but are not limited to, special promotions, pay-
per-view events, rate increases, regular or seasonal demand periods,
changes in the billing cycle, changes in the form of bills and other billing
matters, changes in channel lineups or services that are within grantee's
control, and repairs, rebuilds, maintenance and upgrade of the cable
system including computer software and hardware.
27.4 Labor Disputes. Employee strikes, slowdowns and walkouts of less than
30 days duration are not within the control of grantee.
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