2003-327O rNANCE NO.7
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
GRANTING AN INTERIM GRANT OF AUTHORITY TO DENTON TELECOM
PARTNERS I, LP D/B/A ADVANTEX COMMUNICATIONS 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 INTERIM GRANT OF AUTHORITY;
PROVIDING FOR A PENALTY FOR THE VIOLATION OF THIS ORDINANCE;
PROVDING FOR A SAVINGS CLAUSE; PROVDING FOR THE EFFECT OF THIS
ORDINANCE UPON OTHER ORDINANCES AND RESOLUTIONS; AND
PROVDING 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, L.L.C., 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, CoServ, L.L.C. d/b/a CoServ Communications ("CoServ"), had
agreed to enter into an Interim Grant of Authority 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 while a more permanent franchise authorizing
CoServ to provide such service in the City is prepared and negotiated; and
WHEREAS, CoServ had filed for bankruptcy, and on December 13, 2002, prior
to an agreement being reached, certain assets of CoServ were assigned by the bankruptcy
court to Denton Telecom Partners I, LP d/b/a Advantex Communications ("Advantex") to
operate and preserve the asset and to offer certain assets, including the cable system, for
sale; and
WHEREAS, On August 7, 2003 Advantex filed their complete application for a
cable franchise in the City of Denton and is continuing to preserve the asset, the cable
system, for sale and continuing to provide cable service to the Robson Ranch
Subdivision; and
WHEREAS, it is in the public interest for the City to grant Advantex this Interim
Grant of Authority effective through October 29, 2004 generally 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. Interim Grant of Authority. The City and Denton Telecom
Partners I, LP dPo/a Advantex Communications hereby mutually agree to be bound by the
terms of this Interim Grant of Authority for Advantex, as listed in ATTACHMENT A to
this ordinance, and to continue to preserve the asset as ordered by the Bankruptcy Court
and provide cable service to the Robson Ranch subdivision either until October 29, 2004
or until such time as the City shall formally grant or deny a cable fxanchise consistent
with the provisions of the Cable Communications Policy Act of 1984, as amended,
whichever occurs first.
SECTION 3. By its signature below, Advantex, the Interim 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. Advantex further represents and agrees that the person signing below
on behalf of Advantex 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 of the 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.
SECTION7. In accordance with Section 13.02 of the City Charter, this
ordinance shall become effective twenty-one days after fmal 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 Advantex.
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.
SECTION 8. The Interim Grant of Authority may be assigned or transferred by
contract of sale with notice to the City of Denton no later than the closing date of the
contract of sale.
PASSED AND APPROVED this the ~"~ dayof ~f.4~ ,2003.
EUL1NEBROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
The City of Denton, Texas, acting herein by its duly constituted authqrities, hereby
declares the foregoing Ordinance passed on first reading on the/&~day of
~, 2003; and passed on second reading on the _~_~_ day of
/~4.,~1~.{.41 ,2003; and being finally ef,~'f6ti~ as of the ~ bay of
{.¢(~.~F.(j , 2003. [ \ . ..-'~ f.. { )
Euline Brock, Mayo3 / Mar. k.q[~urrotl, gh~ ~
Perm,, Co~c~l ~ ' Pe~ll, d0~c ~er
Bob ~ontgom~ry, ~o~c~em~ Ramond~e~on, Ci ,~cil MemXer~ [
J~r~/Thomson, Council Member
The above and foregoing ordinance read, ad~ted on first reading and passed to second
reading by the following votes, this the /f~/~ day of ~9, f~ , 2003, at a
regular session of the City Council.
Euline Brock, Mayor, voting
Mark Bourroughs, Council Member, voting
Pete Kamp, Council Member, voting
/
Perry McNeill, Council Member, voting ~/~.
Bob Montgomery, Council Member voting ~/~
Raymond Redmon, Council Member, voting
Jack Thomson, Council Member, voting
The above and foregoing ordinance read, adol~ted on the second reading and passed by
the following votes, this the 7~Z~t. day of t~ ., 2003, at a regular
session of the City Council.
Euline Brock, Mayor, voting
Mark Bourroughs, Council Member, voting ~{,/
Pete Kamp, Council Member, voting &~/~.~
Perry McNeill, Council Member, voting
Bob Montgomery, Council Member voting &}/
Raymond Redmon, Council Member, voting £}/
Jack Thomson, Council Member, voting
ACCEPTANCE
_ WHEREAS, the City Council of the City of Denton, Texas, did on the ~, day
of ~ d~J~/~M./,2003 enact an Ordinance entitled:
ORDm d' CE 7
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
GRANTING AN INTERIM GRANT OF AUTHORITY TO DENTON TELECOM
PARTNERS I, LP D/B/A ADVANTEX COMMUNICATIONS 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 INTERIM GRANT OF AUTHORITY;
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.
WHEREAS, said Ordinance was on the /7/~ day of /~/~, 2003
duly approved and subscribed by the Mayor of said City, and the seal of said City was
thereto affixed and attested to by the City Secretary;
NOW, THEREFORE, Advantex, hereby in all respects ACCEPTS, APPROVES
AND AGREES TO said Ordinance, and the same shall constitute and be a binding
contractual obligation of Advantex, and of the City, without waiver of any other remedy
by Advantex, does hereby file this, its written acceptance, with the City Secretary of the
City of Denton, Texas, in her office.
DATED this the 2-t~-q~K dayof (~CLnbc~}:~zv' ,2003.
Denton Telecom Partners, ILP
D/B/A Advantex Con~{~ications
Title: ~-~. C-~,C~
AT¢~T: ~~v¢'[~'
By: ~gr t' ' c/
ATTACHMENT A
NON-EXCLUSIVE
INTERIM GRANT OF AUTHORITY
TO PROVIDE CABLE SERVICE
BETWEEN
THE CITY OF DENTON, TEXAS
AND
DENTON TELECOM PARTNERS I, LP d/b/a/ADVANTEX COMMUNICATIONS
October 7, 2003
TABLE OF CONTENTS
GRANT OF AUTHORITY~ PART I ............................................................................... 5
SECTION I. TITLE ............................................................................................................ 5
SECTION II. PREAMBLE ................................................................................................. 5
SECTION III. DEFINITIONS ............................................................................................ 5
SECTION IV. INTERIM GRANT OF AUTHORITY ....................................................... 6
SECTION V. POLICE POWER ......................................................................................... 6
SECTION VI. SYSTEM TIMETABLE ............................................................................. 6
SECTION VII. IDEMNIFICATION AND INSURANCE ................................................9
SECTION VIII. COMPLAINT PROCEDURE .................................................................. 9
SECTION IX. CONSTRUCTION AND MAINTENANCE ............................................ 10
SECTIONX. CONSTRUCTION AND EXTENSION .................................................... 11
SECTION XI. CONSTRUCTION BOND REQUIRED .................................................. 12
SECTION XI[. GOVERNING LAW ............................................................................... 12
SECTION XIE. GRANT TERM ...................................................................................... 13
SECTION XIV. RENEWAL PROCEDURE ................................................................... 13
SECTION XV. PERFORMANCE REVIEW ................................................................... 13
SECTION XVI. SECURITY FUND ................................................................................ 13
SECTION XVII. LIQUIDATED DAMAGES ................................................................. 15
SECTION XVIII. FORFEITURE ..................................................................................... 15
SECTION XIX. TRANSFERS ......................................................................................... 16
SECTION XX. FRANCHISE FEE ................................................................................... 16
SECTION XXI. RATES ................................................................................................... 16
SECTION XXII. ACCESS TO SERVICES AND FACILITIES ..................................... 17
SECTION XXIII. EMERGENCY OVERRIDE ............................................................... 19
SECTION XXIV. PROGRAMMING MIX ..................................................................... 19
SECTION XXV. FORCE MAJEURE .............................................................................. 20
SECTION XXVI. NOTICES ............................................................................................ 20
SECTIONXXVII. SAVINGS CLAUSE ......................................................................... 21
SECTION XXVIII. CONFLICTING ORDINANCES AND RESOLUTIONS .............. 21
SECTION XXIX. FEES AND COSTS ............................................................................ 21
SECTION XXX. PAYMENT OF TAXES ....................................................................... 22
SECTION XXXI. NON-LIABILITY ............................................................................... 22
SECTION XXXII. WAIVERS ......................................................................................... 22
SECTION XXXIII.COMPLIANCE REQUIRMENTS .................................................... 22
PART I. Exhibit A. Insurance .......................................................................................... 24
PART I. Exhibit B. Production Equipment ...................................................................... 26
PART I. Exhibit C. Local Studio Equipment ................................................................... 27
PART I. Exhibit D. Local Programming .......................................................................... 28
GRANT OF AUTHORITY~ PART II ............................................................................ 29
SECTION I ........................................................................................................................ 29
SECTION II ................................................................................................................ ~ ...... 29
SECTION III ...................................................................................................................... 29
SECTION IV ..................................................................................................................... 30
SECTION V ....................................................................................................................... 30
SECTION VI ..................................................................................................................... 30
SECTION VII .................................................................................................................... 30
PART II. Exhibit A ............................................................................................................ 31
GRANT OF AUTHORITY~ PART III .......................................................................... 37
ii
1. Covenants Binding ................................................................................................. 37
2. This Section is left blank ........................................................................................ 37
3. This Section is left blank ........................................................................................ 37
4. Customer Service ................................................................................................... 37
5. This Section is left blank ........................................................................................ 37
6. Validity of Grant .................................................................................................... 37
7. Grant for Cable Only ............................................................................................. 37
8. This Section is left blank ........................................................................................ 37
9. Access to Records .................................................................................................. 37
10. This Section is left blank ........................................................................................ 37
11. This Section is left blank ........................................................................................ 37
12. Cable Modem, High-Speed Data and Intemet Services ........................................ 38
14. This Section is left blank ........................................................................................ 38
15. Frequency of Rate Increases .................................................................................. 38
16. Other Matters ......................................................................................................... 38
17. Institutional Network ............................................................................................. 39
18. HDTV .................................................................................................................... 42
19. Leased Access and PEG Channels ......................................................................... 43
20. Transfer .................................................................................................................. 44
21. This Section is left blank ........................................................................................ 44
22. Definitions .............................................................................................................. 44
23. Compliance Requirements ..................................................................................... 46
24. Fees and Costs ........................................................................................................ 46
25. Approval and Acceptance ...................................................................................... 46
iii
PART III. Exhibit A. Customer Service and Consumer Protection ................................. 48
1. Customer Service Standards ...................................................................... 48
2. City Mon/tofing ......................................................................................... 48
3. Scrambling/Blocking ................................................................................. 48
4. Pay Per View .............................................................................................. 48
5. Notification ................................................................................................ 49
6. Notice of Changes ...................................................................................... 49
7. Telephone Service Standards ..................................................................... 50
8. Office/Home Delivery-Pick Up ................................................................. 50
9. Installation Standards ................................................................................. 51
10. Installations/Service Calls: ......................................................................... 51
11. Service Call Charges .................................................................................. 52
12. Service Interruptions: ................................................................................. 53
13. Log of Complaints ..................................................................................... 53
14. Bills ............................................................................................................ 53
15. Refunds and Credits ................................................................................... 54
16. Late Payment for Cable Service ................................................................ 54
17. Disconnection ............................................................................................ 55
18. Truth In Advertising ........................................................................ 56
19. Reports: ...................................................................................................... 56
20. FCC Technical Standards .......................................................................... 57
21. Liquidated Damages - Telephone Service, Installation, Service
Calls ........................................................................................................... 58
22. Liquidated Damages - Other ...................................................................... 59
23. Procedure for Assessment of Liquidated Damages ............................. 59
iv
24.
25.
26.
27.
Payment of Liquidated Damages ............................................................... 60
Ombudsman ............................................................................................... 60
City Liaison: ............................................................................................... 60
Definitions: ................................................................................................ 61
V
INTERIM GRANT OF AUTHORITY
PART I.
SECTION I. TITLE.
This ordinance shall be known and may be cited as "Interim Grant of Authority."
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 Advantex's
qualifications, including its legal, £mancial and technical qualifications.
SECTION III. 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 of law, 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:
(1)
"Cable Ordinance" shall mean Chapter 8 of the Code of Ordinances of the City of
Denton, Texas.
(2)
"City" is the CITY OF DENTON, TEXAS, a municipal corporation under the
laws of the State of Texas.
(3)
"City Council" is the City Council of the CITY OF DENTON, TEXAS, or its
designated representatives.
(4)
"Grantee," "Advantex" or "Company" means Denton Telecom Partners I, LP
d/b/a/Advantex Communications a limited partnership organized and 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 Interim Grant of
Authority.
(5)
"Robson Ranch" shall mean the Robson Ranch Development in the City of
Denton.
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 fi.om the context that it has a different meaning, or unless such word is
specifically defmed herein. The term "Grantee" shall refer to Advantex or a wholly-owned
subsidiary of Advantex or a company under common wholly-owned subsidiary of Advantex or a
company under common control with or controlling Advantex (provided that the liability of
5
Advantex and each affiliated entity acting as Grantee hereunder shall be joint and several), and
its successors hereunder.
SECTION IV. INTERIM GRANT OF AUTHORITY.
There is hereby granted by the City to Grantee an interim grant of 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, tiffs Interim Grant of Authority 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 subscribers 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 tiffs Interim Grant of Authority, be subject to
all lawful exercise of the 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.
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 Upgrade") 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 Upgrade as required in subsection above Iff a sound and economical manner.
Subject to the provisions of Section XXV (Force Majeure) hereof, Grantee shall meet the
following schedule:
6
(1)
(2)
(3)
(4)
(5)
(6)
Submission of all applications for authorizations necessary for
construction of the Cable System Upgrade on or before October
29, 2004.
Securing all authorizations necessary to begin initial construction
of the Cable System Upgrade on or before October 29, 2004.
This Section is left blank.
The Cable System Upgrade shall have the capability to transmit
video, voice and data services in two directions simultaneously
("two way services"). Two-way services shall be instituted at such
time as it is consistent with federal and state laws and regulations
and it is economically and technically feasible; provided, however,
it shall be Grantee's burden to demonstrate to the City at any time,
that it is not economically or technically feasible to institute such
two-way services.
Grantee shall have completed the installation of alternative
(standby) power sources at the headend on or before October 29,
2004. 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 t~om 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 Ln. and Civic Center, 321 E. McKinney.
In addition to the above-designated points for insertion of video
programming 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
the other insertion points of the Cable System, or to transmit to all
subscribers, 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.
(7)
Grantee shall, not later than October 29, 2004, provide and
maintain five access channels as follows:
(a) A local government channel to be administered by the City
or its designee.
(b) An education channel to be administered by the Denton
Independent School District or its designee
(c) A higher education channel to be administered by Texas
Woman's University or its designee.
(d) A higher education channel to be administered by the
University of North Texas or its designee.
(e) A public access channel.
The terms of this section will be activated when the terms in Part I,
Section XXXIII (Compliance Requirements) are met.
(8)
Grantee shall provide and maintain at its expense all lines,
facilities and equipment (such 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 XXXllI (Compliance Requirements) are met.
(9)
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 shall be on channel 25.
(c) The Grantee shall submit its drawings and specifications for the Cable System
Upgrade to the City not later than October 29, 2004, provided, however, that the City assumes no
liability or responsibility whatsoever for the design or construction of the Cable System Upgrade
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. At the time the Grantee
submits such drawings and specifications to the City, the Grantee shall also submit a detailed
plan of action for the accomplishment of the Cable System Upgrade, including, without
limitation, performance criteria which will permit the City to monitor the Grantee's progress
toward completing the Cable System Upgrade in a timely fashion.
SECTION VII. INDEMNIFICATION AND INSURANCE.
Grantee shall hold the City harmless from all loss sustained by the City on account of any
suit, judgment, execution, claim or demand whatsoever against the City resulting from any
negligent act or omission on the part of Grantee in the construction, operation or ma'mtenance of
its Cable System in the City in accordance with Section 8~142, Insurance Requirements, and
Section 8-144, Indemnification, of Chapter 8, Cable Television, of the Code of Ordinances of the
City of Denton, Texas. For this purpose, Grantee shall carry property damage and personal
injury liability policies shall be written by carriers licensed to do business in Texas and with
companies with IA+] or better rating in accordance with the current Best Key Rating Guide, or
with non-admitted carders that have a financial rating comparable to carriers licensed to do
business in Texas approved by the City. The amounts of such insurance to be carried for liability
shall be not less than those amounts set forth in the Cable Ordinance and such insurance shall
comply with "Part I, Exhibit A" to this Ordinance.
SECTION VIII. COMPLAINT PROCEDURE.
(a) Initially, Grantee shall do all the following: (i) maintain a business office within
18 miles of Robson Ranch, which shall include a place where subscribers may pay their bills,
pickup and return converter boxes and comparable items and receive information on Grantee and
its services, (ii) ma'mtain a conveniently located bill payment office within Robson Ranch where
subscribers may pay their bills as soon as a commercial business (such as a bank, drug store or
convenience store) is open within Robson Ranch (iii) at no charge to subscribers, pick up and
deliver to subscribers converter boxes, remotes and similar Grantee-provided customer premises
equipment (under normal operating conditions such deliveries and pickups shall occur within 48
hours of a subscriber request for same), and (iv) provide telephone customer service with live
operators 24 hours per day, seven days per week. When Grantee has at least 5000 subscribers in
the City of Denton, it shall maintain a business office within the City of Denton, which shall
include a place where subscribers may pay their bills, pickup and return converter boxes and
comparable items and receive information on Company and its services. The office shall be
open at least from 8:30 AM to 5:30 PM Monday through Friday.
(b) Grantee shall establish procedures for receiving, acting upon, and resolving
subscriber complaints and compla'mts by the City to the satisfaction of the City Manger and the
proposed initial procedures shall be submitted to the City Manager upon Grantee's acceptance of
this Agreement. Grantee shall provide written notice of such procedures to subscribers at least
one a year.
(c) The Grantee shall respond to complaints made by the City or subscribers of the
Cable System promptly and, if possible, shall resolve complaints made by the City or subscribers
not more than twenty-four (24) hours following receipt of the complaint by Grantee. Grantee
shall maintain complete, detailed records relating to its maintenance and operation of the Cable
System, which shall be available for inspection by representatives of the City at any time during
normal business hours of the City. Upon the City's request, Grantee shall respond to City in
writing within twenty-four (24) hours following receipt of such request by the Grantee regarding
any complaint, which takes longer than one week to resolve.
9
(d) Grantee shall provide a local, toll-free telephone service for subscriber complaints
to be answered twenty-four (24) hours each day. Such telephone number shall be prominently
displayed on the first page of each customer bill and in the telephone directory of the City of
Denton.
(e) Grantee shall provide at least ten (10) days written notice prior to discontinuance
of service to any subscriber of the Cable System. If Grantee has improperly disconnected Cable
System service to any subscriber, it shall provide flee reconnection to the Cable System to such
subscriber.
(f) All personnel, agents and representatives of Grantee, including subcontractors,
shall wear photo-identification badges, prominently displayed, when acting on behalf of the
Grantee in the City.
(g) Grantee shall provide advance notice in writing to the resident, of any private
property witkin the City prior to entry onto such property wherever the Grantee desires that any
of its personnel, agents or representatives should enter such property. This requirement shall
apply only when it is reasonable under the circumstances at the time and Grantee shall not be
required to provide such notice in emergencies.
(h) Grantee shall notify each subscriber of the Cable System in advance of the
expected time of any service visit to such subscriber's premises. Such notification shall specify
whether the anticipated service visit will be before or after noon. Grantee shall accommodate the
subscriber with respect to the subscriber's expressed preference for a morning or afternoon
service visit.
(i) Grantee shall, not less than once a year, provide subscribers of the Cable System,
and potential subscribers, with a complete list of service offerings, options, prices, and credit
policies associated with the Cable System.
(j) 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 subscribers 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.
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 rome. Existing poles, posts, conduits, and other
such structures of any electric power system, telephone company, or other public utility located
10
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 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 of
the 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 City Ordinances. In case of any disturbance by the Grantee of 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.
(c) In the event that at any time during the period of this Interim Grant of Authority
the City shall elect to alter or change any street, alley, easement, or other public way requiring
the relocation of Grantee's facihties, 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 of the City shall
be kept by Grantee at all times in a safe and substantial condition.
SECTION X. CONSTRUCTION AND EXTENSION.
(a) Grantee will submit a construction plan that will include system design details,
equipment, specifications and design performance criteria. The plan will also include a map of
the entire authorized areas of service and the mandated areas of service, and the dates by which
service must be provided to each area.
(1)
The areas within the authorized area where the cable system is
currently available to subscribers, including a schedule of
construction for each year that construction or reconstruction is
proposed.
(2)
The areas within the authorized area where the cable system cannot
reasonably be extended due to lack of present or planned
development or other similar reasons, with the areas and the
reasons for not serving them clearly identified on the map.
11
(b)
provisions:
In regards to the mandated areas of service, Grantee must adhere to the following
(1)
[Robson Ranch] Grantee shall install and extend the cable system as
utilities are installed in Robson Ranch and be capable of providing cable
service to dwelling units therein as they are occupied. As dwelling units
are occupied, the Grantee shall provide cable services to any and all
persons requesting service at any location in Robson Ranch. Due to the
current or expected density of population within Robson Ranch, the
Grantee agrees not to impose on any current or future subscriber within
Robson Ranch any line extension charge or comparable charge for
extending the cable system to the subscriber's location.
(2)
[Other subdivisions] Grantee does not intend to provide cable services
outside of the Robson Ranch development. If grantee desires to provide
cable service outside of the Robson Ranch development, 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 Robson Ranch
development, 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 Cotmcil.
(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.
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.
Pursuant to Section 8-129, Construction Bond of Chapter 8, Cable Television, of the
Code of Ordinances of the City of Denton, Texas, the Grantee shall file with the City a
construction bond in the amount of $1,000,000 when the grantee notifies the City of Denton of
its intent to construct the cable system outside of the Robson Ranch development. The
construction bond shall be terminated only after the City Council finds that the Grantee has
satisfactorily completed construction of the cable system pursuant to the terms of the Cable
Ordinance and this Interim Grant of Authority.
SECTION XlI. GOVERNING LAW.
This Interim Grant of Authority is governed by and subject to all applicable provisions of
the Communications Act of 1934, as amended through 1996; regulations promulgated by the
12
Federal Communications Commission pursuant thereto prior to acceptance by Grantee of this
Interim Grant of Authority as provided in Part III, Section 26; as well as the laws of the State of
Texas, not inconsistent therewith.
SECTION XIII. INTERIM GRANT OF AUTHORITY TERM.
This Interim Grant of Authority 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 one year from the effective date.
SECTION XIV. RENEWAL PROCEDURE.
This Interim Grant of Authority shall be subject to renewal in accordance with the terms
and conditions of Section 626 of the Cable Communications Policy Act of 1984, 47 U.S.C. 546,
as amended through 1996, except the Grantee hereby unconditionally and irrevocably waives the
application of the "formal renewal" process set forth in Section 626 with the same force in effect
as if the "written renewal notice" set forth in the second sentence of Section 626 (a)(1), 47
U.S.C. 546 (a)(1), was never provided.
SECTION XV. PERFORMANCE REVIEW.
The parties agree that the City shall have the right to conduct a performance evaluation
with the Grantee and the citizens of the City relating to this Interim Grant of Authority. The
Grantee agrees to incur the costs of the evaluation and the City's ascertaiment of the current
cable-related needs and interests of the City's residents; 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 to the February,
1988 index, which was 114.0. The City shall provide Grantee with the names of three nationally
recognized independent cable television consulting fn-ms 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 FUND.
(a) Within twenty (20) days after the effective date of the Interim Grant of Authority,
the Grantee shall provide an acceptable surety or performance bond or letter of credit with the
City's Executive Director of Finance, and maintain on deposit through the term of the Interim
Grant of Authority, the sm ofTen Thousand ($10,000) Dollars in monies, as security for the
faithful performance by it of all the provisions of this Interim Grant of Authority, and
compliance with all orders, permits and directions of any agency of the City having jurisdiction
over its acts or defaults under this contract, and the payment by the Grantee of any claims, liens
and taxes due the City which arise by reason of the construction, reconstruction, operation or
13
maintenance of the system and the payment by the Grantee of any penalties or liquidated
damages due the City pursuant to this Interim Grant of Authority.
(b) The City Manager may draw upon the security fired in the event of any of the
occurrences set forth in this Section and in 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), the Grantee shall pay to or deposit with the Executive Director of
Finance a sum of money sufficient to restore such security fund to the original amount ofTen
Thousand ($10,000) Dollars. Failure to restore said security fund to the original amount shall
constitute a material breach.
(c) Examples of a basis for drawing upon the security fired include, but are not
limited to the following:
(0
failure of the Grantee to pay to the City any taxes after ten (10)
days written notice of delinquency;
(2)
failure of the Grantee to pay to the City after ten (10) days written
notice, any amounts due and owing the City by reason of the
indemnity provision of Section 8-144 of Chapter 8, Cable
Television, of the Code of Ordinances of the City of Denton,
Texas;
(3)
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;
(4)
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;
(5)
failure by the Grantee to pay, upon ten (10) days written notice,
any amounts owing as franchise fees pursuant to Section 8-135 of
Chapter 8, Cable Television, of the Code of Ordinances of the City
of Denton, Texas.
(d) The security fund deposited pursuant to this Section shall become the property of
the City in the event that this contract is cancelled by reason of the default of the Grantee. The
Grantee, however, shall be entitled to the return of such security fired, or portion thereof, as
remains on deposit with the Executive Director of Finance at the expiration of the term of the
Interim Grant of Authority, provided that there is then no outstanding default on the part of the
Grantee.
14
(e) The rights reserved to the City with respect to the security fund are in addition to
all other rights of the City whether reserved by this contract or authorized by law, and no action,
proceeding or exemise of a right with respect to such security fund shall affect any other right the
City may have.
SECTION XVII. LIQUIDATED DAMAGES.
(a) The parties agree to the liquidated damages specified in Section 8-128, Liquidated
Damages of Chapter 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:
For breach of any service standards adopted pursuant to Section VIII, hereof $200 per
day.
(b) If the City Manager determines that the Grantee is liable for liquidated damages,
he shall issue to the Grantee by certified mail a notice of intention to assess liquidated damages.
The notice shall set forth the basis for the assessment, and shall inform the Grantee that
liquidated damages will be assessed from the date of the notice unless the assessment notice is
appealed for hearing before the City Council. If the Grantee desires a heating before the City
Council, it shall send a written notice of appeal by certified mail to the City Manager within ten
(10) days of the date on which the City sent the notice of intention to assess liquidated damages.
In the event the City Manager receives such a notice from the Grantee, the hearing on the
Grantee's appeal shall be held within thirty (30) days of the date on which the City sent the
notice of intention to assess liquidated damages unless mutually extended by the City and the
Grantee. After such heating, and based on the facts before it, if the City Council finds (a) that an
extension of time or other relief should be granted, or (b) that there was never a violation, then it
shall waive the City Manager's assessment of liquidated damages. If the City finds that the facts
warrant the assessment of liquidated damages, or any portion thereof, the City may at any time
thereafter draw the amount of liquid damages from the security fund established pursuant to
Section 8-128 of the Cable Ordinance up to the full amount of accrued liquidated damages to
such date. In considering whether or not to waive all or a portion of any liquidated damages
assessable against the Grantee hereunder, the City shall consider, without limitation, the number,
frequency and magnitude of any prior breaches of this Agreement by the Grantee and the speed
with which the Grantee cured breach or breaches.
SECTION XVIII. FORFEITURE.
If Grantee should violate any of the terms, conditions or provisions of this grant or if
Grantee should fail to comply with any reasonable provisions of any ordinance of the City
15
regulating the use by Grantee of the streets, alleys, easement or public ways of the City, and
should Grantee further continue to violate or fail to comply with the same for a period of thirty
(30) days after Grantee shall have been notified in writing by the City to cease and desist from
any such violation or failure to comply so specified, then Grantee may be deemed to have
forfeited and annulled and shall thereby forfeit and annul all the rights and privileges granted by
this Interim Grant of Authority; provided, that such forfeiture shall be declared only by written
decision of the City Council after following the procedures set forth in Section 8-59 of the Cable
Ordinance and an appropriate public proceeding before the City Council affording Grantee due
process and full oppommity to be heard and to respond to any such notice of violation or failure
to comply; and provided further that the City Council may, in its discretion and upon a finding of
violation or failure to comply, impose a lesser penalty than forfeiture of this Interim Grant of
Authority or excuse the violation or failure to comply upon a showing by Grantee of mitigating
circumstances. Grantee shall have the right to appeal any finding of violation or failure to
comply and any resultant penalty to or seek relief in any court of competent jurisdiction. In the
event of any determination by the City to revoke this Interim Grant of Authority, such a
determination shall be stayed during the pendancy of any judicial review thereof.
SECTION XIX. TRANSFERS.
All of the rights and privileges and all of the obligations, duties, and liabilities created by
this Interim Grant of Authority 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, of the Code of Ordinances of the
City of Denton, Texas. Grantee specifically agrees to comply with the provisions of said Section
8-62 of Chapter 8, Cable Television, of the Code of Ordinances of the City of Denton, Texas.
SECTION XX. FRANCHISE FEE.
In consideration of the terms of this Interim Grant of Authority if this Interim Grant of
Authority is extended beyond September 11, 2006, then for the first ten years fxom the date of
Grantee's acceptance of the terms of the initial Interim Grant of Authority, Grantee agrees to pay
to the City a sum of money equal to five percent (5%) of Grantee's gross subscriber revenues per
year pursuant to the provisions of Article I of the Cable Ordinance. The Grantee shall pay to the
City 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 gross receipts of the Grantee
during the preceding quarter.
SECTION XXI. RATES.
To the extent permitted by federal and state law, the City may regulate the following
rates, fees and charges:
(a)
Rates for the provision of basic cable service to subscribers whether residential or
commercial, including multiple tiers of basic cable service.
16
(b) Rates for the initial installation or the rental of one set of the minimum
equipment, which is necessary for the subscribers' receipt of basic cable service.
(c)
Any other rates for any type of services delivered by the Grantee that may become
subject to local regulation.
The Grantee may petition the Council for a change in rates subject to regulation by filing
a proposed rate schedule with the City Clerk. The procedures outlined in Section 8-136 of the
Cable Ordinance shall then be followed.
SECTION XXII. ACCESS TO SERVICES AND FACILITIES.
Grantee shall provide the minimum range of services required fi.om time to time by the
FCC as its regulations presently exist or may hereafter be amended including, without limiting
the foregoing, public, educational and governmental use channels in accordance with the
following conditions:
(a) Grantee shall provide and maintain five channels for public programming,
educational programming and governmental 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) This Section left blank.
(c) 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.
(d) 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.
(e) 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 perfonned 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 of testing. The terms of this section will be activated when the terms in Part I, Section
XXXIII (Compliance Requirements) are met.
(f) The Grantee shall provide "ARB switches" and "lock boxes," or similar parental
control devices, at a reasonable price to any subscriber upon such subscriber's request.
17
(g) 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 of this section will be activated when the terms in Part I,
Section XXXIII (Compliance Requirements) are met.
(h) Grantee agrees to maintain a local programming studio containing the equipment
specified in "Part I, Exhibit C," and shall provide adequate staffing for the local programming
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 hereofi The terms of this section will be activated when the terms in Part I, Section
XXXIII (Compliance Requirements) are met.
(i) 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 Demon
Independent School District. The terms of this section will be activated when the terms in Part I,
Section XXXIiI (Compliance Requirements) are met.
(j) 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.
(k) The parties hereby incorporate by reference the provisions of 47 U.S.C. 532,
which provisions are hereby amended to apply to the Grantee and the City, as appropriate. These
provisions are incorporated herein to assure that the widest possible diversity of information
sources are made available to the residents of the City from the Cable System in a manner
consistent with the growth and development of the Cable System.
Grantee shall undertake any and all construction installation necessary to keep current
with the latest technological and economically feasible developments in the state-of-the-art 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.
18
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 maintains the mix of distinct
and separate channels listed in "Part I, Exhibit D." In accordance with the Cable Act, the
Grantee shall, for the term of this Agreement, maintain at least the mix, quality and level of
programming set forth in "Part I, Exhibit D."
(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)
Addition of a full channel space for documentary, public
broadcasting programming
(4)
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
(Comphance Requirements) are met.
(c) The following services shall be provided not later than October 29, 2004. Grantee
agrees t o produce a minimum o f 4 00 h ours o f 1 ocal o figination programming annually. O ne
hundred (100) hours of such programming may be supplied from other of Grantee local
19
origination sources. The terms of this section will be activated when the terms in Part I, Section
XXXIII (Compliance Requirements) are met.
.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 requirements 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 Interim Grant of Authority.
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. McKinney Street
Denton, Texas 76201
Public Information Officer
City of Denton, Texas
215 E. McKinney Street
Denton, Texas 76201
20
The Grantee:
City Attorney
City of Denton, Texas
215 E. McKinney Street
Denton, Texas 76201
Advantex Communications
7701 South Stemmons, Suite 210
Corinth, Texas 76210
Attention: Legal Department
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, 1I, and III this Interim Grant of
Authority, Part II of this Interim Grant of Authority (including exb./bits thereto) shall prevail over
Part I, and Part III of this Interim Grant of Authority (including exhibits thereto) shall prevail
over Parts I and II. In the event of any conflict between the terms of this Interim Grant of
Authority and any City Ordinance, that provision which provides the greatest benefit to the City,
in the opinion of the City Council, shall prevail.
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 Interim Grant of Authority by the
Grantee. The terms of this section will be activated when the terms in Part I, Section XXXIII
(Compliance Requirements) are met.
(c) The Grantee will reimburse the City all its costs in association with the preparation
and award of this Interim Grant of Authority, including costs of consultants and attorneys, not to
exceed $1,500. In addition, the Grantee will reimburse the City all its costs in association with
the preparation and award of a replacement for this Interim Grant of Authority with a more
permanent agreement, including publication costs and costs of consultants and attorneys. The
preceding reimbursement requirement applies whether the permanent agreement is executed on
or before October 29, 2004 as is currently anticipated, or at some subsequent point in time by
renewal, extension or otherwise.
21
(d) The Grantee will remit its check for such costs within ten days of the City invoicing
the Grantee for same. Reimbursement of costs under this provision shall not be considered a
payment of fi'anchise fees, shall not reduce the franchise fee otherwise payable and shall not be
passed through to subscribers. Company specifically waives any claim to the contrary.
SECTION XXX. PAYMENT OF TAXES.
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 ail 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 way or regard to the Grantee or to any of
Grantee's affiliates, officers, directors, members, agents or 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; and the Grantee shall indemnify and save harmless the City and its officers,
agents and employees f~om, and defend the same against, any and all claims, liens, liabilities,
expenses (including attorneys' fees and disbursements), losses and judgments arising from death
or personal injury or fi.om the loss, damage or destruction of property of any person or entity
resulting directly or indirectly from any acts, omissions or negligence of the Grantee, its officers,
agents or employees with respect to the use of, occupancy of, or operation in, on, of, or about the
Cable System or the Grantee.
SECTION XXXII. WAIVERS.
No waiver by City 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 subscribers 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 fi.om the City. For the purposes of this section, cable subscriber shall
22
mean a person lawfully receiving cable service from the Grantee. Where the grantee bills on a
"bulk basis," each individual household, office or other entity lawfully receiving the service shall
be considered a subscriber, regardless of whether or not they are billed directly by the Grantee.
Section VI, SYSTEM TIMETABLE, (b), (6), (7) and (8).
Section XV, PERFORMANCE REVIEW.
Section XXII, ACCESS TO SERVICES AND FACILITIES, (a), (c), (d), (e), (g), (h), (i)
and (j).
Section XXIV, PROGRAMMING MLX, (b) (5) and (c).
Section XXIX, FEES AND COSTS.
23
PART I.
EXHIBIT A.
INSURANCE
Coverage Required. Prior to beginning any construction in or installation of the Cable System in
the Public Rights-of-Way Grantee shall obtain insurance as set forth below and file certificates
evidencing same with City. Such insurance shall be maintained in full rome and effect until the
end of the term of this Interim Grant of Authority.
Commercial general liability insurance, including Completed Operations
Liability, Independent Contractors Liability, Contractual Liability coverage,
railroad protective coverage and coverage for property damage from perils of
explosion, collapse or damage to underground utilities, commonly known as XCU
coverage, in an amount not less than Five Million Dollars ($5,000,000).
Liability insurance for sudden and accidental environmental contamination with
minimum limits of Five Hundred Thousand Dollars ($500,000) and providing
coverage for claims discovered within three (3) years after the term of the policy.
Automobile liability insurance in an amount not less than One Million Dollars
($1,000,000).
Worker's compensation and employer's liability insurance with statutory limits,
and any applicable Federal insurance of a similar nature.
The coverage amounts set forth above may be met by a combination of
underlying (primary) and umbrella policies so long as in combination the limits
equal or exceed those stated. If more than one insurance policy is purchased to
provide the coverage amounts set forth above, then all policies providing
coverage limits excess to the primary policy shall provide drop down coverage to
the first dollar of coverage and other contractual obligations of the primary policy,
should the primary policy carrier not be able to perform any of its contractual
obligations or not be collectible for any of its coverages for any reason during the
term of this Interim Grant of Authority, or (when longer) for as long as coverage
could have been available pursuant to the terms and conditions of the primary
policy.
Additional Insured. City shall be named as an additional insured on all policies (other than
worker's compensation and employer's liability). All insurance policies shall provide that they
shall not be canceled, modified or not renewed unless the insurance carrier provides thirty (30)
days prior written notice to City. Grantee shall annually provide City with a certificate of
insurance evidencing such coverage. All insurance policies (other than environmental
24
contamination, worker's compensation and employer's liability insurance) shall be written on an
occurrence basis and not on a claims made basis.
Qualified Insurers. All insurance shall be issued by insurance carders licensed to do business by
the State of Texas or by surplus line carriers on the Texas Insurance Commission approved list of
companies qualified to do business in Texas. All insurance and surplus line carriers shall be
rated A+ or better by A.M. Best and Company.
Deductibles. If the insurance policies required by this Exhibit A are written with retainages or
deductibles in excess of $50,000, they shall be approved by City's Manager in advance in
writing. Grantee shall indemnify and save harmless City from and against the payment of any
deductible and fi'om the payment of any premium on any insurance policy required to be
furnished hereunder.
Contractors. Grantee's contractors and subcontractors working in the Public Rights-of-Way
shall carry in full force and effect commercial general liability, environmental contamination
liabihty, automobile hability and worker's compensation and employer hability insurance which
complies with all terms of this Exhibit A. In the alternative, Grantee, at its expense, may provide
such coverages for any or all its contractors or subcontractors (such as by adding them to
Grantee's policies).
Insurance Primary. Grantee's insurance coverage shall be primary insurance with respect to
City, its officers, agents, employees, elected and appointed officials, departments, boards, and
commissions (collectively "them"). Any insurance or self-insurance maintained by any of them
shall be in excess of Grantee's insurance and shall not contribute to it (where "insurance or self-
insurance maintained by any of them" includes any contract or agreement providing any type of
indemnification or defense obligation provided to, or for the benefit of them, from any source,
and includes any self-insurance program or policy, or self-insured retention or deductible by, for
or on behalf of them).
25
PART I.
EXHIBIT B.
PRODUCTION EQUIPMENT
This Section left blank.
26
PART I.
EXHIBIT C.
LOCAL STUDIO EQUIPMENT
This Section left blank.
27
PART I.
EXHIBIT D.
LOCAL PROGRAMMING MIX
This Section left blank.
28
INTERIM GRANT OF AUTHORITY
PART II.
SECTION I. That the City Council hereby confirms the Interim Grant of Authority Part I
subject to the following terms and conditions and the terms of this Part II:
A) 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 by October 29, 2004 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 terms
required under Section VI (b) (6) of Part I of the Interim Grant of
Authority, and will comply completely with the above section of the
Interim Grant of Authority. The terms of this section will be activated
when the terms in Part II, Section III (Compliance Requirements) are met.
(2) This Section is left blank.
(3) This Section is left blank.
(4) This Section is left blank.
B) This Section is left blank.
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 Interim Grant of Authority, to
any lender providing financing to 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 Interim Grant of Authority.
SECTION 1II. (COMPLIANCE REQUIREMENTS) When Grantee's cable subscribers
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. For the purposes
of this section, cable subscriber shall mean a person lawfully receiving cable service from the
Grantee. Where the Grantee bills on a "bulk basis," each individual household, office or other
entity lawfully receiving the service shall be considered a subscriber, regardless of whether or
not they are billed directly by the Grantee. Part II, Section I, (A), (1).
Part II, Exhibit A, Section H, Service Equipment for Public Facilities, (1).
Part II, Exhibit A, Section O, Other Provisions, (a)
29
SECTION IV. This Section is left blank.
SECTION V. (CONFLICT) In the event of any conflict between the terms of Parts I, II,
and IH this Interim Grant of Authority, Part II of this Interim Grant of Authority (including
exhibits thereto) shall prevail over Part I, and Part III of this Interim Grant of Authority
(including exhibits thereto) shall prevail over Parts I and II. In the event of any conflict between
the terms of this Interim Grant of Authority and any City Ordinance, that provision which
provides the greatest benefit to the City, in the opinion of the City Council, shall prevail.
SECTION VI. This Section is left blank.
SECTION VII. This Section is left blank.
SECTION VIII. This Section is left blank.
30
PART II.
EXHIBIT A
A. The promises, covenants, and conditions contained herein inure to the benefit of
the City and are binding on Grantee.
B. This Section is left blank.
C. This Section is left blank.
D. Customer Service.
Grantee will comply with the customer service roles 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 roles "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
automated 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, refunds and credits.
Such reports shall show and use the telephone calls originating
from within the City if that information is readily available from
the system, and as to installations, service interruptions,
appointment windows, refunds, credits and the like shall show and
use data only for subscribers in the City.
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.
31
Grantee acknowledges that noncompliance with customer service
standards will harm subscribers 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 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."
(i)
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
(ii)
The City may collect liquidated damages from any bond,
letter of credit, or security fund furnished under the Interim
Grant of Authority.
In the event of a change in 47 CFR § 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 of such action.
Grantee agrees to comply with any such provisions that are no more
stringent than those contained in 47 CFR § 76.309 as in effect in July,
1995 and to such extent agrees that it is not entitled to recover the costs of
such compliance through external cost treatment or otherwise.
Grantee acknowledges that under applicable law the City may tmilaterally
establish and 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 Interim Grant of Authority.
Grantee will provide at minimum the same quality of customer service
that Grantee is currently providing, but in all events no less than the
quality of service required by the Interim Grant of Authority, Chapter 8
"Cable Television" of the Code of Ordinances of the City of Denton, and
any other applicable City ordinances and applicable FCC regulations. As
32
evidence of and to assist in compliance with such commitment, the City
and Grantee agree as follows:
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 provide such other information as the City reasonably
requests relating to customer service matters.
E. 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:
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.
o
Grantee shall establish the following procedures for resolving complaints
fi.om subscribers about the quality of the television signal delivered to
them: All complaints shall go initially to the manager of Grantee's local
office. All matters not resolved by the manager shall at Grantee's or the
subscriber'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 notify its subscribers of the preceding.
Upon request by the City, Grantee at its expense will test the system in
areas or at subscriber locations 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.
F. This Section is left blank.
G. Validity of Interim Grant of Authority. Grantee accepts and agrees 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 Interim Grant of Authority and all other
33
ordinances applicable to its operation. Grantee does not contend that any provision of the
Interim Grant of Authority 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 Interim Grant of Authority is in full force and effect.
H. 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 charge to public facilities as required by the
Interim Grant of Authority, 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.
In addition, at the City's request Grantee will provide to the public
facilities identified in the Interim Grant of Authority or other applicable
city ordinances the highest level of installation and service without charge
as it provides to any other community in the Dallas-Fort Worth Metroplex
area.
If any service or equipment for public facilities provided pursuant to
subsections (1) and (2) above exceeds the requirement of the Interim
Grant of Authority, Chapter 8 "Cable Television" of the Code of
Ordinances of the City of Denton, Texas, or other applicable city
ordinance, Grantee will not pass through the costs as so-called "external
costs" or as new grant requirements, except that Grantee may pass through
the cost of such services under subsection (2) above that exceeds the
requirements of the Interim Grant of Authority or other applicable city
ordinance to the extent that cost exceeds $2,500 per year in the City of
Denton.
I. 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.
J. 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 Interim Grant of Authority 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 Interim Grant of Authority, Chapter 8 "Cable
34
Television" of the Code of Ordinances of the City of Denton, Texas, FCC roles or state or local
law, or to insure compliance with the Interim Grant of Authority or this Agreement.
K. Interim Grant of Authority Requirement.
Grantee will give the City 60 days notice in writing prior to allowing any
telecommunications 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 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
services" means conventional telephone services, such as alternative
access service which connect user locations and connect users to long
distance companies.
Nothing herein shall expand or modify any restrictions or limitations
under the Interim Grant of Authority or applicable law on use for
telecommunication purposes of the facilities being acquired by Grantee.
L. This Section is left blank.
M. Other Matters.
In the event of any conflict between the terms of this Interim Grant
of Authority, Chapter 8 of the Code of Ordinances of the City of
Denton, Texas, the City Charter, or any City Ordinance, that
provision which provides the greatest benefit to the City, in the
opinion of the City Council, shall prevail.
Grantee will join the City in obtaining from the FCC any waivers
from time to time necessary to effectuate the provisions of this
Interim Grant of Authority.
3. This Section is left blank.
4. This Section is left blank.
35
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.
6. This Section is left blank.
This Section is left blank.
Other Provisions.
1. Grantee will promptly, but no later than twelve months from the
effective date of the ordinance approving the Interim Grant of
Authority to Grantee, provide the capability for insertion of video
programming and other video, voice and data messages into the
cable system at the points in the Cityrequired under Section VI
(b)(6) of Part I of the Interim Grant of Authority and will comply
in all respects with that section of the Interim Grant of Authority.
The terms of this section will be activated when the terms in Part
II, Section HI (Compliance Requirements) are met.
2. This Section is left blank.
Upon request of the City, Grantee will collect from subscribers and
pay to the City a monthly amount of no more than $1.00 for each
subscriber within the City limits for the purpose of assisting in
financing local access activities. Such charge shall be set out as a
separate line item on the subscriber's bill and shall not be deemed a
payment for basic service but a pass-through of an access and
government programming fee. The charge will not be part of
revenue for purposes of calculating the franchise fee. Advantex
will remit the money to the City monthly.
4. This Section is left blank.
This Section is left blank.
This Section is left blank.
36
INTERIM GRANT OF AUTHORITY
PART IlL
This Part Ill relates to the Interim Grant of Authority granted by the City of Denton
("City") in Part I of this Interim Grant o£Authority, as amended and supplemented by Part II of
this Interim Grant of Authority. The foregoing Part I and Part II and this Part 11I are hereinafter
referred to collectively as the "Interim Grant of Authority."
Covenants Binding: The promises, covenants, and conditions contained herein
inure to the benefit of the City and are binding on Grantee.
2. This Section is left blank.
3. This Section is left blank.
Customer Service. Grantee will comply with the customer service and consumer
protection provisions set forth in "Part III, Exhibit A."
5. This Section is left blank.
Validity of Interim Grant of Authority. Grantee accepts and agrees to be bound
by the terms and conditions of the City Charter, the Interim Grant of Authority
and all ordinances applicable to Grantee's operations. Grantee does not contend
that any provision of the Interim Grant of Authority 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
Interim Grant of Authority is in full force and effect.
Interim Grant of Authority for Cable Only. Grantee acknowledges that the Interim
Grant of Authority is granted solely for the provision of Cable Service including
services described in Section 12.
8. This Section is left blank.
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 Interim Grant of Authority or other
ord'mance or charter provisions of the City shall include records mainta'med by
Grantee and its Affiliates to the extent necessary for the City to discharge its
responsibilities under the Interim Grant of Authority, FCC roles or state or local
law, or to insure compliance with this Interim Grant of Authority.
10. This Section is left blank.
11. This Section is left blank.
37
12.
13.
14.
15.
16.
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 Cable Services over a Cable System as a cable
service (and not as a telephone service, with accompanying telephone regulation.)
Grantee intends to provide Enhanced, Advanced Cable Services where
economically feasible.
12.1
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 Intedrn Grant of
Authority and that the revenues therefrom shall be included in gross
revenues for the purpose of computing and paying cable franchise fees.
12.2
If Grantee provides any Enhanced, Advanced Cable Services to residential
subscribers 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.
This Section is left blank.
This Section is left blank.
Frequency of Rate Increases. Grantee will not file a submission to increase its
rates for basic cable service, equipment, or service calls regulated by the City
more than once in each calendar year.
Other Matters.
16.1
Conflict: In the event of any conflict between the terms of Parts I, II, and
III this Interim Grant of Authority, Part II of this Interim Grant of
Authority (including exhibits thereto) shall prevail over Part I, and Part III
of this Interim Grant of Authority (including exhibits thereto) shall prevail
over Parts I and II. In the event of any conflict between the terms of this
Interim Grant of Authority and any City Ordinance, that provision which
provides the greatest benefit to the City, in the opinion of the City
Council, shall prevail.
16.2
Waivers: The Grantee will join the City in obtaining from the FCC any
waivers or other relief from time to time necessary to effectuate the
provisions of this Interim Grant of Authority.
38
17.
16.3 This Section is left blank.
16.3.1 This Section is left blank.
16.3.2 This Section is left blank.
16.4 This Section is left blank.
16.5
Venue and Choice of Law: Venue of any suit under or arising out of this
Interim Grant of Authority shall be exclusively in Denton County, Texas
or in the United States District Court for the Northern District of Texas.
This Interim Grant of Authority shall be construed in accordance with the
laws of the State of Texas.
16.6
Treatment of Liquidated Damages: Grantee acknowledges and agrees that
liquidated damages under this Interim Grant of Authority (including its
exhibits) do not constitute franchise fees, do not reduce the amounts
otherwise payable as franchise fees, and will not be passed through to
subscribers.
16.7 This Section is left blank.
16.8 This Section is left blank.
16.9
Rate Orders: 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 unless 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 16.9.
16.10
Franchise Fee Calculation: Grantee will comply with the decision of the
United States Court of Appeals for the Fifth Circuit in City of Dallas v
FCC, 118 F3d 393 (1997).
16.10.1
Grantee will pay the additional franchise fees due under
the Fifth Circuit decision with interest and without pass-
through to subscribers for the time period from September
1997 forward.
16.10.2
This Section is left blank.
Institutional Network: Grantee shall provide, construct, operate and maintain an
Institutional Network (excluding coders/decoders, interface and other terminal
39
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 provided 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 23
(Compliance Requirements) are met.
17.1 This Section is left blank.
17.2 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 23 (Compliance Requirements) are
met.
17.2.1
17.2.2
17.2.3
17.2.4
17.2.5
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
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 firom 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.
Upon written request by City, Grantee will provide City with a
conceptual cost estimate (and other information City may
reasonably require) of installing Incremental I-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.
As to any route where City has requested a conceptual cost
estimate, Grantee shall provide City with the final cost of installing
Incremental I-Net Fiber (and such other information as City may
reasonably request) as soon as Grantee's design of the fiber for
40
such rome is reasonably complete. City will have 60 days after
receipt of the final cost figure to notify Grantee to install
Incremental I-NET Fiber.
17.2.6
The cost of installing Incremental I-NET Fiber shall be computed
on an incremental basis, meaning the difference in cost to Grantee
of constmct'mg and installing fiber on a given route (a) with, and
(b) without, the Incremental I-NET Fiber.
17.2.7
Grantee shall be reimbursed by City for the cost of installing I-
NET fibers under this Section 17.2 computed as set forth in
Section 17.2.6.
17.3 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 23 (Compliance Requirements) are met.
17.3.1 Grantee shall maintain a minimum of 99.5 percent service
availability to I-NET Users measured over a period of one year.
17.3.2
Grantee shall respond to repair requests fi:om an I-NET User for
circuits identified as critical pursuant to Section 17.3.4 within 2
(two) hours of the request. Grantee shall respond to other repair
requests within four (4) hours of the request.
17.3.3
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.
17.3.4
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.
17.4 Definitions.
17.4.1 Institutional Network or I-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 (bm not Cable Service subscribers) of Institutional
Network Services.
41
17.4.2
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 govemment. Other
applications include but are not limited to computerized traffic
control systems for coordinated traffic control on an area-wide
basis; Supervisory Control and Data Acquisition (SCADA)
systems for municipally owned water, sewer, gas and electric
systems (including street lighting systems); intereonnection of
facilities serving police, fire and other public safety systems, video
arraignment facilities for local courts; interconnection of
government buildings 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.
17.4.3
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 under this Interim Grant of
Authority.
18. 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 Users 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 Users to convert to an HDTV format.
18.1
Reports: Grantee shall provide quarterly 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.
18.2
Interim Grant of Authority: After the date when Grantee provides at least
fifty (50) channels in one or more of several high de£mition 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 Facilities grant to City sufficient for Users to convert all
their facilities and equipment (including but not limited to studios, vans,
42
19.
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 customer per month when amortized over Company's
subscribers 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 Interim Grant of
Authority. City shall allocate the grant among Users for such purpose as
City deems is in the public interest. Grantee shall modify the cable system
whereby Grantee receives PEG signals from each User (for redistribution
on its Cable System) so as to be capable of receiving and acceptIng the
User'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.
18.3
Temporary Additional PEG Channels: After the date when Grantee
provides at least fifty (50) channels in HDTV Format, City may fi:om tune
to time request, and Grantee shall provide, one additional PEG Channel so
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 no 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.
18.4
Allocation of PEG Channels: As of the effective date of this Interim
Grant of Authority, City may allocate and reallocate PEG Channels as
follows: City may at any time on six (6) months notice to Grantee allocate
or reallocate the usage of the PEG Channels among and between different
uses and Users. This expressly may Include City removing a User or PEG
Channel, replacing a User 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 User.
Leased Access and PEG Channels: The need for a PEG Channel can be removed
by Grantee provicYmg the User 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 carded shall not be changed and such channels shall be included in
the basic tier of service and shall be hsted in Company'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 User in question in fact is provided with such
leased access channel.
43
20.
21.
22.
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:
20.1
Any change in limited partnership interests, non-managing limited liability
company interests, or non voting stock representing thirty percent or more
of the equity interests in the entity in question.
20.2
Any option, right of conversion or similar fight to acquire interests
constitut'mg control without substantial additional consideration (such as
compared to consideration previously provided).
20.3
Any change in the effective control of Company including that described
in 47 C.F.R. § 76.501 and following (including the notes thereto but
excluding footnote 20 as in effect on the date of this Interim Grant of
Authority.
20.4 This Section is left blank.
20.5 This Section is left blank.
20.6 This Section is left blank.
This Section is left blank.
Definitions. The following definitions shall apply for the purpose of this Part III.
and its Exhibits.
22.1
Affiliate means any individual, partnership, association, joint stock
company, limited liability 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.
22.2
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, adapt the facilities or equipment to new or
different uses, or maintain, restore, extend or prolong the useful life of
such facilities or equipment.
22.3 Cable Service means
22.3.1 The one-way transmission to all subscribers of(i) Video
Programming, or (ii) other programming services, by which is
44
22.4
22.5
22.5
22.6
22.7
22.8
22.9
meant information which Grantee makes available to all
subscribers generally, such as digital cable radio service, and
22.3.2 Subscriber interaction, if any, including but not limited to that
which is used for the selection or use of such Video Programming
or other programming services, selecting fi:om various on-screen
options, use of Enhanced, Advanced Cable Services, game
channels, interactive services, downloac[mg programs or data
access, or ordering merchandise, and
22.3.3 Institutional Network Services.
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 to multiple
subscribers within the authorized area, 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 carder 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 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.
Enhanced, Advanced Cable Services means enhanced services,
information services, Interact protocol (IP) telephony, high speed data
service, Interact access and Interact service (such as that of an Interact
service provider).
FCC means the Federal Communications Commission.
I-NET User has the meaning set forth in Section 17.4.3.
Institutional Network or I-NET has the meaning set forth in Section
17.4.1.
Institutional Network Services has the meaning set forth in Section 17.4.2.
.PEG Channels means the public channels, educational channels and
government channels provided by Grantee on the cable system under this
45
Interim Grant of Authority, or applicable ordinance, and shall include
leased access channels provided pursuant to Section 19 herein.
22.10
User means a person authorized to operate or use a PEG Channel (or a
leased access channel provided in lieu of a PEG Channel under Section
19) or the I-NET, and shall include City. If several persons share the
operation of a PEG Channel each person shall be a separate User.
22.11
Video Programming means programming provided by, or generally
considered comparable to programming provided by, a television
broadcast station.
23. Compliance Requirements: When Grantee's cable subscribers 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. For the purposes of this
section, cable subscriber shall mean a person lawfully receiving cable service from the Grantee.
Where the Grantee bills on a "bulk basis," each individual household, office or other entity
lawfully receiving the service shall be considered a subscriber, regardless of whether or not they
are billed directly by the Grantee.
Part III, Section 17, Institutional Network.
Part III, Section 17.2, 17.2.1, 17.2.2, 17.2.3, 17.2.4, 17.2.5, 17.2.6, and 17.2.7.
Part III, Section 17.3, I-NET Maintenance
Part HI, Exhibit A, (4)
24. This Section is left blank.
25. Fees and Costs. Grantee will reimburse the City all its costs in association with
the grant process for this Interim Grant of Authority, as set forth in Part I, Section XXIX of this
Interim Grant of Authority, mot to exceed $1,500. In addition, the Grantee will reimburse the
City its expenses in connection with a replacement of this Interim Grant of Authority with a
more permanent agreement, including publication costs and fees of consultants and attorneys as
set forth in Part I, Section XXIX of this Interim Grant of Authority.
26. 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, if, before that date, Company 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.
26.1
Grantee, for itself, its successors and assigns hereby accepts this
ordinance and agrees to be bound by all of its terms and provisions.
46
2003.
PASSED AND APPROVED on first reading, this the /~/~tay of ~r?~ ,
PASSED AND APPROVED this the ~ day of ~7~ ~
,2003.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
GRANTEE
Denton Telecom Partners I, LP
ITS:
47
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 service and consumer protection provisions of this Part
III, Exhibit A, the Interim Grant of Authority and the FCC. This requirement is in
addition to the specific provisions of subsequent sections set forth below.
1.1
Grantee shall continue to comply with the National Cable Television
Association's On-Time Customer Service Guarantee, a copy of which is
attached as Part III, Exhibit Bi. The guarantee promises on-time service
calls or the customer receives $20.00, and on-time installation calls or the
customer receives a free installation. The $20.00 may be in the form of a
credit.
1.2
Grantee may provide its Customer Bill of Rights (if any) to its subscribers
in the City.
City Monitoring: In addition to free outlets, f~ee cable service or services
otherwise required by the Interim Grant of Authority, Grantee shall provide one
service outlet (which shall be at a Robson Ranch office, unless otherwise
specified by City) that shall receive without charge all programming (and any
other Cable Services) provided by Grantee, including services of a premium, pay
per view or other nature. Such service shall be provided in such a manner that
City may monitor the programming and use of the cable system for compliance
with the Interim Grant of Authority, this Exhibit, FCC technical standards, and
applicable law. The services provided pursuant to this Section 2 shall be in a
secure office location and not in a location open to public viewing.
Scrambling/Blocking: Grantee shall at all times scramble both the audio and
video portions of all channels with predominately adult oriented programming.
3.1
Upon request by a subscriber, Grantee shall entirely block such subscriber
from receiving both the audio and video portion of any channel with
predominantly adult oriented programming with devices such as a notch
filter which prevent the frequencies containing a specific channel or
channels from being transmitted into the subscriber's premises.
Pay Per View: Subscribers 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 subscriber providing a security number selected by an adult
48
representative of the subscriber. The terms of this section will be activated when
the terms in Part III, Section 23 (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)
annually to all subscribers, and (c) at any time upon request of a subscriber or the
City. The information shall be dated with the printing, revision, or effective date.
5.1 Products and services offered.
5.2
Prices (rates) and options for Cable Services and conditions of
subscription to Cable Service. Prices shall include those for programming,
equipment rental, program guides, installation, disconnection, processing
charges for late payment and other fees charged by Company.
5.3 Installation and service maintenance policies.
5.4
Instructions on how to use Cable Services, including procedures and
options for pay per view, premium channels and connection to a VCR.
5.5
Channel positions of programming carded on the cable system, including
a listing specific to the City showing the channel names and numbers
actually available to subscribers in the City.
5.6
Billing and complaint procedures with a notice for the subscriber to
initially contact Company with complaints and questions.
5.7
Applicable privacy requirements as set forth in the Interim Grant of
Authority or provided for by law.
5.8
The availability of lockout devices and the ability to have a channel
entirely blocked or trapped if required by law (Section 3.1).
5.9
The refunds and free service available for violations of Sections 10 and 12
and how to obtain same.
5.10 The procedure for resolving signal quality problems set forth in Section
20.2.
5.11 The office locations, free pick up and delivery options, telephone service
availability and payment locations described in Part I Section VIII.
Notice of Changes: Subscribers 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. Company will notify City in
advance of notifying subscribers and will make every effort to notify City forth-
49
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 subscribers a minimum of
thirty (30) days in advance of such changes if the change is within the control of
Company and as soon as possible if not within the control of Company. In
addition, Company shall notify subscribers and the City thirty (30) days in
advance of any significant changes in the matters covered by the preceding
Section 5. Notifications provided pursuant to this Section shall be dated with the
printing, revision or effective date.
Telephone Service Standards:
7.1
Company shall have a local or toll-free telephone number available for use
by subscribers toll-free twenty-four (24) hours per day, seven (7) days per
week.
7.2
The local or toll-free numbers shall be listed, with appropriate
explanations, in the directory published by each local telephone company
and in any significant directories published by others.
7.3
Trained Company Representatives shall be available to respond to
subscriber telephone inquiries twenty-four (24) hours per day, seven (7)
days per week.
7.3.1
As to video service matters, the term "Trained Company
Representatives" shall mean employees of Company, or contractor,
who have the authority and capability while speaking with a
subscriber to, among other things, schedule service and installation
calls.
7.3.2 This Section is left blank.
7.4
Under Normal Operating Conditions, telephone answer time by a Trained
Company 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 be met 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 subscriber shall receive a busy
signal less than three percent (3%) of the time, measured on a quarterly
basis.
8. Office/Home Deliver~-Pick Up:
50
10.
8.1 Initially, Grantee shall do all the following: (i) maintain a business office
within 18 miles of Robson Ranch, which shall include a place where subscribers
may pay their bills, pickup and return converter boxes and comparable items and
receive information on Grantee and its services, (ii) maintain a conveniently
located bill payment office within Robson Ranch where subscribers may pay their
bills as soon as a commercial business (such as a bank, drug store or convenience
store) is open within Robson Ranch (iii) at no charge to subscribers, pick up and
deliver to subscribers converter boxes, remotes and similar Grantee-provided
customer premises equipment (under normal operating conditions such deliveries
and pickups shall occur within 48 hours of a subscriber request for same), and (iv)
provide telephone customer service with live operators 24 hours per day, seven
days per week. When Grantee has at least 5000 subscribers in the City of Denton,
it shall maintain a business office within the City of Denton, which shall include a
place where subscribers may pay their bills, pickup and return converter boxes
and comparable items and receive information on Company and its services. The
office shall be open at least from 8:30 AM to 5:30 PM Monday through Friday.
8.1.1 This Section is left blank.
Installation Standards: Under Normal Operating Conditions, installations located
up to one hundred fifty (150) aerial feet from the existing distribution cable
system shall be performed within seven (7) business days after an order has been
placed no less than ninety-five percent (95%) of the time, measured on a quarterly
basis.
Installations/Service Calls: The following shall apply to subscribers (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.
Company shall at the subscriber's option either (1) schedule the subscriber
to be the first call of the day or last call of the day on a first come, first
served basis, (2) schedule the appointment for a date certain on a "call to
meet" basis where as the service technician finishes his/her prior task, the
technician calls the subscriber and arranges to meet the subscriber shortly
thereafter, or (3) establish an appointment window of no more than four
(4) hours with the subscriber (or adult representative of the subscriber) or
another appointment window mutually agreed upon between the
subscriber and Company.
10.2 Company shall respond to the request for service in accordance with the
option selected by the subscriber.
51
10.3 Company shall not cancel an appointment with a subscriber after 5 PM on
the business day prior to the scheduled appointment.
10.4
If Company's technician is running late for an appointment with a
subscriber and will not be able to keep the appointment as scheduled, the
subscriber shall promptly be contacted. The appointment shall be
rescheduled, as necessary, at a time which is convenient for the subscriber.
10.5
In the event access to the subscriber's premises is not made available to
Company'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 Company be contacted again to
establish a new appointment window.
10.6
Notwithstanding the foregoing, if Company's technician or service
representative telephones the subscriber during or prior to the appointment
window and is advised that the technician will not be given access to the
subscriber's premises during the appointment window, then the technician
shall not be obliged to travel to the subscriber's premises or to leave the
written notification referred to above, and the burden shall again be upon
the subscriber (or adult representative of the subscriber) to contact
Company to arrange for a new appointment.
10.7
Except as otherwise provided above, Company shall be deemed to have
responded to a service or installation request under the provisions of this
section when a technician arrives at the service location or is advised by
telephone no access will be given.
10.8 Company's service technician or service representative shall take adequate
time on each service call to address or correct the problem in question.
10.9
In the event that Company ceases to provide the NCTA On-Time
Customer Service Guarantee (Part m, Exhibit B 1) a violation by
Company of the provisions of this Section 10 shall automatically entitle
the subscriber to one month of free basic service and (if currently
purchased by the subscriber) one month of free cable programming service
(as defined in 47 C.F.R. § 76.901).
10.10
Under Normal Operating Conditions, Company shall meet the standards of
Section 10.1 through 10.3 no less than ninety-five percent (95%) of the
time, measured on a quarterly basis.
11.
Service Call Charges: No charge shall be made to the subscriber for any service
call relating to Company owned and Company maintained equipment after the
initial installation of Cable Service unless the problem giving rise to the service
request can be demonstrated by Company to have been:
52
12.
13.
14.
11.1 Caused by negligence or malicious destruction of cable equipment by the
subscriber, or
11.2 A problem established as having been non-cable in origin.
Service Interruptions:
12.1
Under Normal Operating Conditions, Company shall meet the standards of
Sections 12.2 and 12.4 no less than ninety-five percent (95%) of the time
measured on a quarterly basis.
12.2
Under Normal Operating Conditions, Company shall begin working on a
Service Interruption promptly and in no event later than twenty-four (24)
hours after the interruption becomes known to Company.
12.3 "Service Interruption" means the loss of picture or sound on one or more
cable channels, affecting one or more subscribers.
12.4
Under Normal Operating Conditions, Company shall begin working on
subscriber 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 Company.
12.5 Company shall be deemed to have begun work under the provisions of this
section when a technician arrives at the service location.
12.6
Company shall provide affected subscribers, upon request by the City or
the subscriber, with one day's free service (equivalent to the service they
were receiving at the time of the interruption) for each day or portion
thereof of Service Interruption.
Log of Complaints: Company 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 customer Complaints within the
City that are referred to Company's Customer Care Group. 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 customer to the extent allowed by law, and
describe the nature of the Complaint and when and what actions were taken by
Company in response thereto. The log shall be organized by City. The log shall
be kept at Company's office in or near the City for a period of at least two (2)
years and shall be available for inspection during regular business hours by the
City upon request.
Bills: Company shall comply with the following on Cable Service billing:
53
15.
16.
14.1 Bills shall be issued monthly to each subscriber 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 service, 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 Company's local or toll-free telephone
numbers available for use by subscribers. Ifa bill has more than one
portion (for example, one portion that is kept by the customer and one
portion that is sent to Company) the numbers shall prominently appear on
the front side of the portion of the bill retained by the customer.
14.4 Company shall respond in writing to all written complaints from
subscribers regarding billing matters within thirty (30) days.
14.5
Company shall not disconnect a subscriber for failure to pay legitimately
contested charges during a billing dispute. However, during a billing
dispute Company may disconnect a subscriber 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: Refund checks for Cable Service shall be issued promptly,
but no later than either:
15.1 The subscriber's next billing cycle following resolution of the request or
thirty (30) days, whichever is earlier, or
15.2 If service is terminated, 30 days after return of equipment owned by
Company or at the t/me of the next billing cycle, whichever is earlier.
15.3 Credits for Cable Service shall be issued no later than the subscriber's next
billing cycle following a determination that a credit is warranted.
Late Payment for Cable Service.
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."
54
17.
16.2
No processing fees for late payment, however denominated, shall be added
to a subscriber's bill less than sixteen (16) calendar days after the mailing
of the bill to the subscriber.
16.3
No processing fees for late payment, however denominated, shall be added
to a subscriber'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 subscriber'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 mount of fees that may be charged for late payment. The
parties have agreed to withdraw this issue from consideration without
prejudice to any clams and defenses.
Disconnection
17.1
Company shall not disconnect a subscriber for failure to pay until at least
twenty-six (26) days have elapsed after the due date for payment of the
subscriber's bill and Company has provided at least ten (10) days written
notice separate from the monthly bill to the subscriber prior to
disconnection, specifying the effective date after which Cable Senrices are
subject to disconnection.
17.2
Company may disconnect a subscriber at any time if Company in good
faith believes that the subscriber has tampered with or abused Company's
equipment, that there is a signal leakage problem (or other non-
compliance with FCC roles or other standards which poses a risk to lives
or property) on the subscriber's premises, or that the subscriber is or may
be engaged in the theft of Cable Services.
17.3
Company shall promptly disconnect any subscriber who so requests
disconnection. No period of notice prior to requested termination of
service shall be required of subscribers by Company. No charge shall be
imposed upon the subscriber 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 Company equipment). If the
subscriber fails to specify an effective date for disconnection, the effective
date shall be deemed to be the day following the date the disconnect
request is received by Company provided that Company equipment has
been returned.
17.4
The term "disconnect" shall include customers who elect to cease
receiving Cable Service from Company and to receive Cable Service or
other multi-channel video service from another person or entity.
55
18.
19.
Truth In Advertising: Company's bills, advertising and communications to its
current or potential subscribers shall be truthful, shall not contain any false or
misleading statement and shall comply with the Texas Deceptive Trade Practices-
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: Company 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 include the following forms currently used by Advantex
or othenvise in form and substance acceptable to the City, showing on a
consistent basis, fairly applied, Company's compliance with customer
service standards.
19.1.1 System Statistics Report, Part 1II, Exhibit B2, which covers
customer service matters.
19.1.2
Monthly Report of Service Calls by Reason, Part III, Exhibit B3,
which shall include an explanation of the categories of reported
reasons.
19.1.3 Monthly Outage Summary by Interim Grant of Authority, Part HI,
Exhibit B4.
19.1.4 Monthly Service Call Availability Analysis and Installation Call
Availability Analysis, Part III, Exhibit B5.
19.1.5
Monthly Customer Call Sample Report, Part III, Exhibit B6, both
by City and on an overall basis, showing the results of a random
sampling of customer complaints referred to Company's Customer
Care Group.
19.1.6 Monthly Call Center Performance Report, Part III, Exhibit B7
(excluding the 2% "assumed" adjustment).
19.2
Such reports shall show Company's performance excluding periods that
were not Normal Operating Conditions ("Abnormal Operating
Conditions") and if Company contends any such conditions occurred
during the period in question, it shall also describe the nature and extent of
Abnormal Operating Conditions and show Company's performance both
including and excluding the time periods Company contends such
conditions were in effect.
56
19.3
At the City's request Company will provide additional information and
existing reports reasonably related to the measurement and evaluation of
Company's compliance with the customer service requirements of the
Interim Grant of Authority, and this Exhibit A.
19.4
Reports of installations/service calls (Section 10) and service interruptions
(Section 12) shall report matters occurring within the City. Telephone
reports may be for a larger area than the City if Company can demonstrate
that it is, in fact, representative of the phone service provided within the
City, such as where a call center receives calls from numerous
municipalities with no ability to distinguish between or give preference to
calls fi:om one area or City over another.
19.5
The City, by itself or in combination with other municipalities, reserves
the fight to audit Company (or any Affiliate of Company) to verify the
accuracy of the reports required under this Section 19. All records
(including those of Affiliates) reasonably necessary to conduct the audit
shall be made available at a convenient location in the Fort Worth area. If
the audit discloses performance that is three (3) percentage points worse
than any of the standards of the referenced sections (such as compliance
92% of the time versus 95% of the time) Company shall pay the City's
costs in connection with the audit within thirty (30) days of submission of
an invoice.
20.
FCC Technical Standards The following shall apply to Company'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
Company 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. Company 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 fairy 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 likely scope and causes, and Company's
professional recommendation of the best corrective measures to
immediately and permanently correct the non-compliance.
20.2 Company shall establish the following procedure for resolving complaints
from subscribers about the quality of the television signal delivered to
57
21.
them: All complaints shall go initially to Company. All matters not
resolved by Company shall at Company's or the subscriber'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.
20.3
The City at its expense (no more than twice per year, barring unusual
circumstances) upon thirty (30) days written notice to Company may test
the cable system for compliance with the FCC technical standards.
Company shall cooperate in such tests and provide access to the cable
system. Company 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: Company acknowledges that non-
compliance with the customer service standards identified above will harm
subscribers and the City and the amounts of actual damages will be difficult or
impossible to ascertain. For the second calendar quarter of 2002 and thereafter,
the City may therefore assess the following liquidated damages against Company
for non-compliance with the customer service standards set forth in Sections 7.3,
7.4, 7.5, 9, 10.1, 10.2, 10.3, 10.10, 12.1, 12.2 and 12.4 (measured on a quarterly
basis). Company 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 Sections 7.3, 7.4 and 7.5 during a calendar quarter are:
21.1.1 First non-compliance: $1.00 per subscriber.
21.1.2 Second non-compliance within three (3) consecutive calendar
quarters: $2.00 per subscriber.
21.1.3 Third non-compliance within six (6) consecutive calendar quarters
and (subject to Section 21.4) each subsequent non-compliance:
$3.00 per subscriber.
21.2
Service and Installation Standards. The damages for non-compliance with
one or more of the standards in Sections 9, I0.1, 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 subscriber.
21.2.2 Second non-compliance within three (3) consecutive calendar
quarters: $2.00 per subscriber.
58
21.3
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 subscriber.
21.4
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.
Effect of Extended Periods of Compliance. If Company 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 subscriber 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 Company shall report the number of subscribers within the City on the last
day of the quarter by the 15th business day of the following quarter.
22. Liquidated Damages - Other:
23.
22.1
Liquidated damages in the amount set forth in Section 21.1.1 (but not less
than the amount set forth 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
Company 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.
59
24.
25.
26.
23.3
Company shall have an opportunity to be heard at a meeting of the City
Council or by a person designated by the Council as a heating officer prior
to action being taken by the Council.
23.4
The City Council may adopt additional procedures, including appointment
of a 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.
Payment of Liquidated Damages: Liquidated damages shall be paid on or before
the tenth (10th) business day following assessment or, if Company requests
review by the City Council, on or before the tenth (10th) business day following
issuance of the Council's decision.
Ombudsmar~: Company will provide a senior employee (at the Vice President or
Director level) as director of government affairs and ombudsman reporting
directly to a vice president of Company. The director of government affairs will
have responsibility for working with the City to address problems that may arise
under the Interim Grant o f Authority and shall be Company's ombudsman for
both the City and subscribers. Company will give the City an opportunity to
comment on the detailed job description of the director of government affairs
before the position is filled.
City Liaison: Company 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 Company. 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 Company 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 may
also be used by other cities, but which will not be made available to the
general public) 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
Company shall investigate (including an attempt to contact the subscriber)
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.
60
27.
26.5
Company shall give the City notice in writing of changes in the key
contact personnel or material changes in procedures involved in providing
this service.
Definitions: For the purposes of this Exhibit A, the following definitions shall
apply:
27.1 Cable Administrator means the person designated by City as having
principle responsibility for cable matters.
27.2
Complaint means a telephone call or written communication from a
customer notifying Company of a problem relating to Company's billing
or billing practices, Company's equipment, picture quality, failure to
receive one or more channels, a change in Company's practice or policy,
Company advertising or other business practice, the conduct of a
Company employee or contractor, or the failure of Company or a service
representative to comply with customer service regulations.
27.3
Normal Operating Conditions means those service conditions which are
within the control of Company. Those conditions which are not within the
control of Company 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_e within the
control of Company 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 Company's
control, and repairs, rebuilds, maintenance and upgrade of the cable
system including computer sofavare and hardware.
27.3.1 This Section lett blank.
27.3.2 Labor Disputes. Employee strikes, slowdowns and walkouts of
less than 30 days duration are not within the control of Company.
61
Bond No. 8303-42-Z
CHUBB GROUP OF INSURANCE COMPANIES
Surety Department, 15 Mountain View Road, RO. Box 1615, Warren, NJ 07061-1615
Phone: (908) 903-3485 o Facsimile: (908) 903-3656
RECEIVED
DEC l] 2003 /
J
CITY MANAGER'S DEE F
-.~:H~E ]
vIGILANT INSURANCE COMPANY
IND
BOND A1MOUNT: $10,000.00
KNOW ALL MEN BY THESE PRESENTS, that we, Denton Telecom Partners I LP d/b/a Advantex
Communications, (hereinafter called the "Principal"), as Principal, and the VIGILANT INSURANCE
COMPANY, of 15 Mountain View Road, P.O. Box 1615, Warren, NJ. 07061-1615, a corporation duly
organized under the laws of the State of New York (hereinafter called the "Surety"), as Surety, are held
and firmly bound unto City of Denton, Texas (hereinafter called the "Obligee"), as Obligee, in the sam of
TEN THOUSAND AND 00/100 ($10,000.00), for the payment of which sam well and truly to be mede,
we the said Principal and the said Suety, bind ourselves, our heirs, executors, administrators, successors
and assigns, jointly and severally, fmnly by these presents.
WHEREAS, the Principal and the Obligee have entered into a written Agreement (hereinafter referred to
as the "Agreement"), dated September 8, 2003, wherein the Obligee has granted a franchise to the
Principal and wherein the Principal has agreed to faithfiflly perform all of the obligations as detailed in
the Agreement, which is hereby referred to and made a part hereof as if fully set forth herein;
NOW, THEREFORE, the condition oft/ds obligation is such that if the Principal shall well and truly
keep all the terms and conditions as outlined in said Agreement, then this obligation shall be null and
void; otherwise to remain in full force and effect.
PROVIDED, HOWEVER, this bond is executed by the Surety and accepted by the Obligee subject to
the following conditions:
1. No assignment of this bond shall be effective without the written consent of the Surety.
This obligation may be terminated by the Surety by thirty-(30) days edvance written notice to
the Obligee, such notice to be sent by registered mail. Such termination shall not affect
liability incurred under this obligation prior to the effective date of such termination. The
liability of thc Surety shall be limited to the amount of set forth above and is not cumulative.
PROVIDED, HOWEVER, it shall be a condition precedent to any right of recovery
hereunder that, in the event of any breach of the Agreement on the part of the Principal, a
written statement of the particular facts stating the nature of such breach shall be given as
soon as reasonably possible by the Obligee to the Surety and the Surety shall not be obligated
to perform Principal's obligation until thirty- (30) days at~er Surety's receipt of such
statement.
No action, suit or proceeding shall be hed or maintained against the Surety on this bond
unless the same be brought or instituted within one year after the termination or release of
this bond.
Bond # 8303-42-22
5. This bond is effective December 4, 2003.
Sealed with our seals and dated this 4th day of December, 2003.
DENTON TELECOM PARTNERS I LP.
DfB/A ADVAN~OMMUNICATIONS
VIGILANT INSURANCE COMPANY
VIGILANT INSURANCE COMPANY
STATEMENT OF ASSETS, UABILrrlES AND SURPLUS TO POUCYHOLDERS
Statutory Basis
DECEMBER 31, 2002
{in thousands of dollars)
ASSETS
Cash and Short Term Investments ........
United States Government, State and
Municipal Bonds .......................... .'. ............
Other Bonds ..................................................
Stocks ..............................................................
Other Invested Assets ..............................
TOTAL INVESTMENTS .........................
$ 25,072
77,513
47,977
283
115
150~60
7,493
105~67
10~90
LIABILITIES
AND
SURPLUS TO POLICYHOLDERS
Outstanding Losses and Loss Expenses...
Unearned Premiums ......................................
Reinsurance Premiums Payable .................
Prevision for Reinsurance ............................
Other Liabilities ................................................
58206
23,157
68,756
675
40~81
TOTAL LIABILITIES .......................................
191A75
4~00
25,169
53,966
83~35
Investments in Affiliates ............................
Premiums Receivable ................................
Other Assets .................................................
Capital Stock .....................................................
Paid - In Surplus ............................................
Unassigned Funds .........................................
SURPLUS TO POLICYHOLDERS .........
TOTAL ADMITTED ASSETS ............... $ 275,110
TOTAL LIABILITIES AND SURPLUS
TO POLICYHOLDERS ........................... $
275,110
Investments are valued in accordance with requirements of the National Association of Insurance Commissioners.
Investments valued at $7,627 are deposited with govemment authorities as required by law.
A CORRECT STATEMENT:
Helen S. Bro'r..m,
Form 27-10-0074 (Rev. 5--03)
~I,IUBml
Chubb POWER
OF
Sure Arro N w
Federal IRsur~ce Comlxmy
Vigilant IRsumnce Company
Pacific Indemnity Company
15 Mountain View Road
Warren, NJ 07059
Know .NE by Theee Preterite, That FEDERAL INSURANCE COMPANY, an Indiana coflx)raUon, VIOll.~J~rr INSURANCE COMPANY, ii New Yo~k
.o~a~, and PACIFIC INDEMNITY COMPANY, a ~ eoqx)ratlon, do eKh hereby co~ and apfx~nt TefTenee W. C~vanaugfl, Fra~ E.
Roberteon, Jamea E Ntman, S~ott W. Bishop, John B. Fuo~ John P. Smith, Matthew E Lut~n, Kmmelh C. Wendel, Donna M. Pewem, Ch~Mopher T.
Porker, J. M. Falfweather, Jane M. Bender, Dek~er BucMey, Richard W. Bame#, Edward Jo Pel~, Helen 8. Bow. and Fred 8Ftelberger of Warren, New
exe(~ed In h) couree of bualneaa, and any Imfzumm~ amending M elMdn9 1he eerie, and ~c,-Mnte ED the modification ~ alteration of any ~n~,ument
rebrm¢l t~ In ~mld Ix~d~ or ~lga~,~a.
In WRnm Whereof, said FEDERAL INSURANCE COMPANY, ¥1GILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY ha~ eaah
STATE OF NEW JERSEY
FEDERN. INSUl:l~ (X~PN~IY, VIGILNdT INSURANCE COMPNdY, and PACIFIC INDEMNITY COMPANY, lbo comlmnJea wflJeh executed the
INSURANCE OOMPANY, VIGILANT INSURANCE COMPANY, and PACIfiC INDB~INITY COMPANY and Imoam the rote ~ thereof, Ihat ~e eeate
CERTIFICATION
Exb'a~t from Ihe B~vm of FEDERAL INSURANCE COMPNMY, VIGILANT IN6URANCE CC~IPANY, and PACIFIC INDEMNITY COMPANY:
__ _r"~_ tO any b,~ ~ under'aldng t~ whk=h It b atted/md."
I, Peter F~, Amdatant ~e~fetaty of FEDERAL INSURANCE COMPANY. VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY
'C, ampanlm~ do hereby mrflfy that
Gelumbrm and are authadzed by the U.8. Trmmmy Dq~ment fur~er, Federal ~nd Vighnt m I~ceneed In Peem I:lk:o and 11,4 U.8.
Virgin l.landa, and Pede~ le IIc~rmd In Amerlaan Samoa, Guam, and m of the m of Canada except F~tnc=e Edvmrd laland; and
(ill) the foregoing Power of Attorney I~ ~m, cxm'ec=t my:l In full ~rce and effe~'.
GlvenundermyhanclandaealeofaalclC. ompanl.eatWan-en, N~thle 4t'b. dayof ]:)ecem~be]:' 200~
IN THE EVENT YOU WISH TO NOTIFY US OF A CLAIM, VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY
US OF ANY OTHER MAi J FR, PLEASE CONTACT US AT ADDRESS LISTED ABOVE, OR BY
Telephone (908) 903-3497 Fax (908) 903-3658 e-marl: auretyOchubb.com
Form15-1o-(~25E (Ed. 10-02) CONSENTWTO